Dorian LPG Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

g(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

Dorian LPG Ltd.

(Name of Registrant as Specified in Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of filing fee (Check all boxes that apply):
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July 22, 2025

To Our Shareholders:

It is our pleasure to invite you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held at 11:00 AM EDT on September 5, 2025 at the offices of Dorian LPG (USA) LLC, located at 27 Signal Road, Stamford, CT 06902.

At the Annual Meeting, you will be asked to (i) re-elect three directors to serve on the Company’s Board of Directors (the “Board” or “Board of Directors”) until the 2028 annual meeting of shareholders, (ii) ratify the appointment of Deloitte Certified Public Accountants S.A. as our auditors for the fiscal year ending March 31, 2026 and (iii) approve, on an advisory, non-binding basis, the compensation of our named executive officers. The Board of Directors unanimously recommends that you vote your shares (i) “FOR” the re-election of John C. Hadjipateras, Malcolm McAvity and Mark Ross to the Board of Directors; (ii) “FOR” the ratification of the appointment of Deloitte Certified Public Accountants S.A. as the Company’s independent auditors for the fiscal year ending March 31, 2026; and (iii) “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this proxy statement.

You may vote via the Internet, by telephone or by mailing the completed proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously voted your proxy. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting.

We are proud that you have chosen to invest in Dorian LPG Ltd. On behalf of our management and directors, thank you for your continued support and confidence in 2025.

Very truly yours,

/s/ John C. Hadjipateras

John C. Hadjipateras

Chairman of the Board of Directors

Notice of Annual Meeting of Shareholders of Dorian LPG Ltd.


Date of Meeting:	September 5, 2025
Time:	11:00 AM EDT
Place:	27 Signal Road, Stamford, CT 06902
Items of Business:	We are holding the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) for the following purposes:
	● to re-elect directors to serve on the Board of Directors until the 2028 annual meeting of shareholders;
	● to ratify the selection of Deloitte Certified Public Accountants S.A. (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending March 31, 2026; ● to approve, on an advisory, non-binding basis, the compensation of our named executive officers; and
	● to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
	The attached proxy statement (the “Proxy Statement”) describes these items in more detail.
Record Date:	July 15, 2025.
Voting:	Whether or not you plan to attend, we urge you to review these materials carefully and to vote by Internet, telephone or by submitting your proxy card as promptly as possible. Please vote as soon as possible, even if you plan to attend the Annual Meeting in person. You have three options for submitting your vote prior to the date of the Annual Meeting: Internet, telephone or mail. In accordance with New York Stock Exchange (“NYSE”) rules, your broker will not be able to vote your shares with respect to any non-routine matters if you have not given your broker specific instructions to do so. The only routine matter to be voted on at the Annual Meeting is the ratification of the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2026 (Proposal 2). The election of directors (Proposal 1) and the advisory vote on the approval of the compensation of our named executive officers (Proposal 3) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with such proposal.


	By order of the Board of Directors


	/s/ John C. Hadjipateras

	John C. Hadjipateras
	Chairman of the Board of Directors
	July 22, 2025

Table of Contents


Proxy Statement	3

Proxy Solicitation and Voting Information	3

Questions and Answers About the Annual Meeting and Voting	3
Why am I receiving these proxy materials?	3
What am I voting on?	3
Who is soliciting my vote?	4
How does the Board of Directors recommend shareholders vote?	4
How do I vote?	4
Will my shares be voted if I do nothing?	5
How do I know if I am a beneficial owner of shares?	5
How can I revoke my proxy?	5
Who can attend the Annual Meeting?	5
Who is entitled to vote?	6
How many votes must be present to hold the Annual Meeting?	6
What are broker non-votes?	6
What vote is required to adopt each of the proposals?	6
Who counts the votes?	7
When will the voting results be announced?	7
How can I access the proxy materials on the Internet?	7
Annual Meeting Procedures	7
Expenses of Solicitation	9
Householding	10

Proposal 1 Election of Directors	11
Nominees for Re-election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders	12

Executive Officers	15

Board Meetings and Board Committee Information	16
Meetings	16
Committees and Committee Charters	16
Audit Committee	16
Compensation Committee	17
Nominating and Corporate Governance Committee and Director Nominations	17
Role of the Nominating and Corporate Governance Committee	17
Director Nomination Process	18
Compensation Committee Interlocks and Insider Participation	19

Report of the Audit Committee	20

Corporate Governance Matters	21
Corporate Governance Guidelines	21
Director Independence	21
Code of Conduct and Ethics	22
Business Relationships and Related Person Transactions Policy	22
Board Leadership Structure	23
Executive Sessions of Independent Directors	23
Communications with the Board	23
The Board’s Role in Risk Oversight	24


Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	26

Proposal 2 To Ratify the Selection of Deloitte Certified Public Accountants S.A. as the Company’s Independent Registered Public Accounting Firm for the Year Ending March 31, 2026	28
Audit Fees	28
Audit Committee Pre-Approval Policies and Procedures	28

Proposal 3 Advisory Vote to Approve the Compensation of our Named Executive Officers	29

Director Compensation	30

Executive Compensation	31
Compensation Discussion and Analysis	31
General	31
Equity-based Compensation	36
Retirement Benefits	39
Summary Compensation Table	41
2014 Equity Incentive Plan	43
Equity Compensation Plans Table	44
Retirement Benefits	44
2014 Executive Severance and Change in Control Severance Plan	44
Compensation Committee Interlocks and Insider Participation	49

Certain Relationships and Related Transactions and Director Independence	49
Delinquent Section 16(A) Reports	52
Shareholder Proposals for 2025 Annual Meeting of Shareholders	52
Other Business	52
Annual Report	53
Appendix A — Reconciliation of Non-GAAP Financial Measures	54

PROXY STATEMENT

PROXY SOLICITATION AND VOTING INFORMATION

The Board of Directors (the “Board” or “Board of Directors”) of Dorian LPG Ltd. (“we,” “us,” “our,” the “Company” or “Dorian”) solicits your proxy for our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 11:00 AM EDT on September 5, 2025 at the offices of Dorian, located at 27 Signal Road, Stamford, CT 06902, and for any adjournment or postponement of the meeting, for the purposes set forth in the Notice of Annual Meeting of Shareholders (the “Notice”).

Questions and Answers About the Annual Meeting and Voting

Why am I receiving these proxy materials?

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting for the purposes set forth in the accompanying notice, and at any adjournments or postponements thereof. This Proxy Statement is being sent to all of our shareholders of record as of the close of business on July 15, 2025 for use at the Annual Meeting. This Proxy Statement, the enclosed proxy card and our Annual Report on Form 10-K for the year ended March 31, 2025 (our “Annual Report”) are being first mailed or made available to our shareholders on or about July 22, 2025.

Our shareholders are invited to attend the Annual Meeting and vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote by completing, signing, dating and returning a proxy card or by executing a proxy via the Internet or by telephone.

What am I voting on?

You will be voting on each of the following:

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to re-elect three directors to serve on the Board until the 2028 annual meeting of shareholders;

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to ratify the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2026;

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to approve, on an advisory, non-binding basis, the compensation of our named executive officers; and

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to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Annual Meeting. If you return your signed and completed proxy card or vote by telephone or over the Internet and other matters are properly presented at the Annual Meeting for consideration, the persons appointed as proxies will have the discretion to vote for you.

Who is soliciting my vote?

In this Proxy Statement, the Board of Directors is soliciting your vote for matters being submitted for shareholder approval at the Annual Meeting.

Giving us your proxy means that you authorize the proxy holders identified on the proxy card to vote your shares at the meeting in the manner you direct. You may vote for both, one or neither of our director nominees. You may also abstain from voting. If you sign and return the enclosed proxy card but do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the Board of Directors, including in favor our nominees for re-election to the Board. If any other matters are properly presented at the Annual Meeting for consideration, the persons named as proxies in the enclosed proxy card will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

How does the Board of Directors recommend shareholders vote?

The Board of Directors recommends that you vote using the proxy card:

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FOR the re-election of the following three individuals nominated by the Board of Directors for re-election as directors: John C. Hadjipateras, Malcolm McAvity and Mark Ross;

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FOR ratification of the appointment of Deloitte Certified Public Accountants S.A. (“Deloitte”) as our independent registered public accounting firm for the year ending March 31, 2026; and

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FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.

How do I vote?

You may vote using one of the following methods:

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Over the Internet. If you have access to the Internet, we encourage you to vote in this manner. You may submit proxies over the Internet by following the instructions on the proxy card or the voting instruction card sent to you by your bank, broker, trustee or nominee.

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By telephone. You may vote by telephone by calling the number listed on your proxy card or the voting instructions card sent to you by your bank, broker, trustee or nominee.

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By mail. Shareholders of record who have received a paper copy of a proxy card by mail may submit proxies by completing, signing and dating their proxy card and mailing it in the accompanying pre-addressed envelope. Shareholders who are beneficial owners who have received a voting instruction card from their bank, broker, trustee or nominee may return the voting instruction card by mail as set forth on the card.

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In person at the Annual Meeting. Shareholders of record may vote shares held in their name in person at the Annual Meeting. Shares for which a shareholder is the beneficial holder but not the shareholder of record may be voted in person at the Annual Meeting only if such shareholder is able to obtain a legal proxy from the bank, broker, trustee or nominee that holds the shareholder’s shares, indicating that the shareholder was the beneficial holder as of the record date and the number of shares for which the shareholder was the beneficial owner on the record date. Even if you plan to be present at the Annual Meeting, we encourage you to vote your shares prior to the Annual Meeting date via the Internet, by telephone or by mail in order to record your vote promptly, as we believe voting this way is convenient.

Shareholders are encouraged to vote their proxies by Internet, telephone or by mail, but not by more than one method. If you vote by more than one method, or vote multiple times using the same method, only the last-dated vote that is received by the independent inspector of election will be counted, and each previous vote will be disregarded. Please follow the directions on these materials carefully.

Will my shares be voted if I do nothing?

If you do nothing, your shares will NOT be voted for all proposals. If you are a shareholder of record, you must sign and return a proxy card, submit your proxy by telephone or Internet, or attend the Annual Meeting in person, in order for your shares to be voted. If you are a beneficial owner of shares and your shares are held in “street name,” your bank, broker, trustee or nominee will not be able to vote your shares at the Annual Meeting on “non-routine matters,” as defined by the New York Stock Exchange (the “NYSE”), unless you instruct them as to how you want your shares to be voted. The NYSE currently considers only the ratification of the appointment of Deloitte as our independent public accounting firm for the fiscal year ending March 31, 2026 to be a routine matter. If a brokerage firm votes your shares on a routine matter in accordance with these rules, your shares will count as present at the Annual Meeting for purposes of establishing a quorum and will count as “FOR” votes or “AGAINST” votes, as the case may be, depending on how the broker votes. If a brokerage firm signs and returns a proxy on your behalf that does not contain voting instructions, your shares will count as present at the Annual Meeting for quorum purposes and will be voted “FOR” ratification of the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2026, but will not count as a “FOR” vote for any other matter, including the election of directors.

If you are a beneficial owner and your shares are held in street name, your broker, bank or nominee has enclosed a voting instruction card with this Proxy Statement. We strongly encourage you to vote your shares by following the instructions provided on the voting instruction card in order to ensure that your shares are represented and voted at the meeting.

How do I know if I am a beneficial owner of shares?

If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization, you are considered the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instructions form.” If you request printed copies of the proxy materials by mail, you will receive a voting instructions form.

How can I revoke my proxy?

If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by taking one of the following actions:

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by giving written notice of the revocation prior to the commencement of the Annual Meeting to: Corporate Secretary, Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902;

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by executing and delivering another valid proxy with a later date;

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by voting by telephone or Internet at a later date; or

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by attending the Annual Meeting and voting in person by written ballot, if you are a shareholder of record or, if you are a beneficial owner of your shares, with a legal proxy from the entity that holds your shares giving you the right to vote the shares.

If you are a beneficial owner of your shares and you vote by proxy, you may change your vote by submitting new voting instructions to your bank, broker, trustee or nominee in accordance with that entity’s procedures.

If you vote the same shares by more than one method or vote multiple times with respect to the same shares using the same method, only the last-dated vote that is received will be counted, and each previous vote will be disregarded.

Who can attend the Annual Meeting?

Only shareholders of Dorian as of the close of business on the record date, July 15, 2025, their authorized representatives and invited guests of Dorian will be permitted to attend the Annual Meeting. In order to gain admission to the Annual Meeting, proof of ownership of Dorian common stock as of the record date (or a valid proxy for a shareholder of Dorian entitled to vote at the Annual Meeting) will be required, along with government-issued photo identification, such as a driver’s license or passport. Beneficial owners holding stock in an account at a brokerage firm, bank, broker-dealer or other similar organization (“street name” holders) will need to bring proof of beneficial ownership as of the record date, such as an account statement or a letter from a broker, along with government-issued photo identification.

Who is entitled to vote?

All of our shareholders as of the record date, July 15, 2025, will be entitled to vote at the Annual Meeting. As of the close of business on that date, approximately 42,647,720 of our common shares were outstanding and entitled to vote. Each common share is entitled to one vote on each matter properly brought before the meeting. Our articles of incorporation, as amended (the “Articles of Incorporation”), do not provide for cumulative voting and, accordingly, our shareholders do not have cumulative voting rights with respect to the election of directors. The common shares held in our treasury, which are not considered outstanding, will not be voted.

How many votes must be present to hold the Annual Meeting?

In order for us to conduct the Annual Meeting, the shareholders representing at least one-third of the shares issued and outstanding and entitled to vote at the Annual Meeting as of July 15, 2025 must be present at the Annual Meeting in person or by proxy. This is referred to as a quorum. Abstentions and “broker non-votes” are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you do one of the following:

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vote via the Internet or by telephone;

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return a properly executed proxy by mail (even if you do not provide voting instructions); or

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attend the Annual Meeting and vote in person.

If a quorum is not present at the Annual Meeting or, even if a quorum is present and sufficient votes in favor of the positions recommended by the Board of Directors on the proposals described in this Proxy Statement are not timely received, a majority of the total number of votes represented by those shares present, in person or by proxy, at the Annual Meeting will have the power to adjourn the meeting. If the Annual Meeting is adjourned for reasons other than a lack of quorum, no further notice of the adjourned meeting will be required to permit further solicitation of proxies, other than an announcement at the Annual Meeting, unless a new record date for the Annual Meeting is set.

What are broker non-votes?

A “broker non-vote” occurs when a broker, bank or other nominee that holds our common stock for a beneficial owner returns a proxy to us but cannot vote the shares it holds as to a particular matter because it has not received voting instructions from the beneficial owner and the matter to be voted on is not “routine” under the NYSE rules.

What vote is required to adopt each of the proposals?

Each share of our common stock outstanding on the record date is entitled to one vote on each of the three director nominees and one vote on each other matter.

Proposal 1. Election of Directors. As set forth in Article I of our Articles of Incorporation, directors will be elected by a plurality of votes cast by holders entitled to vote in the election. This means that the three nominees receiving the highest number of “FOR” votes will be elected as Class II directors. If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal. Accordingly, if you do not hold your shares directly in your own name, for your vote to be counted, you must submit your voting instructions to your broker or custodian. Broker non-votes will not be counted as present and are not entitled to vote on this proposal. Abstentions have no effect on whether any director has been elected.

Proposal 2. Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2026. As set forth in Section 7 of Article II of our bylaws, the affirmative vote of a majority of the votes cast by holders present, in person or by proxy, at the Annual Meeting is required to ratify the appointment of Deloitte by the Company’s audit committee (the “Audit Committee”) as the Company’s independent auditors for the fiscal year ending March 31, 2026. Even if you do not instruct your broker how to vote with respect to this item, your broker may vote your shares with respect to this proposal. Broker non-votes will be counted as present and entitled to vote on the proposal. Abstentions will have the same effect as a vote “against” whether this proposal has been approved. Abstentions will have no effect on the results of this proposal.

Proposal 3. Advisory Vote to Approve the Compensation of our Named Executive Officers. As set forth in Section 7 of Article II of our bylaws, the affirmative vote of a majority of the votes cast by holders present, in person or by proxy, at the Annual Meeting is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Because Proposal 3 is a nonbinding, advisory vote, it will not be binding on us or on the Board of Directors. However, we value highly the opinions expressed by our shareholders in this advisory vote, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation decisions for our named executive officers.

Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of Proposal 3.

Who counts the votes?

Tabulation of the votes cast at the Annual Meeting will be conducted by the inspectors of election.

When will the voting results be announced?

We expect to announce preliminary voting results at the Annual Meeting. We will report final results on our website at www.dorianlpg.com and in a filing with the U.S. Securities and Exchange Commission (the “SEC”) on a Form 8-K. Information on our website does not constitute a part of this Proxy Statement.

How can I access the proxy materials on the Internet?

You may access our Proxy Statement and Annual Report via the Internet at www.dorianlpg.com under the heading “Investor Center—Corporate Governance—Annual Meeting of Shareholders.” For next year’s shareholders’ meeting, you can potentially help us save significant printing and mailing expenses by consenting to access the proxy statement, proxy card and annual report to shareholders electronically over the Internet. If you hold your shares in your own name (instead of through a broker, bank or other nominee), you can choose this option by following the instructions at the Internet website at www.ProxyVote.com. Subject to applicable rules and regulations of the SEC, if you choose to receive your proxy materials and annual report to shareholders electronically, then prior to next year’s shareholders’ meeting you will receive notification when the proxy materials and annual report to shareholders are available for online review over the Internet, as well as instructions for voting electronically over the Internet. Your choice for electronic distribution will remain in effect for subsequent meetings unless you revoke such choice prior to future meetings by revoking your request online or by sending a written request to: Corporate Secretary, Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902.

A COPY OF OUR ANNUAL REPORT WILL BE PROVIDED TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO CORPORATE SECRETARY, Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902.

Annual Meeting Procedures

Annual Meeting Admission

Only shareholders as of the close of business on July 15, 2025 or those persons that hold a valid proxy may attend the Annual Meeting. Admission to the Annual Meeting will be on a first-come, first-served basis. Proof of Dorian stock ownership as of the record date, along with government-issued photo identification, such as a driver’s license or passport, will be required for admission. Shareholders holding stock in an account at a brokerage firm, bank, broker-dealer or other similar organization (“street name” holders) will need to bring proof of beneficial ownership as of the record date, such as an account statement or a letter from a broker, along with government-issued photo identification. If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting in person. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages will be permitted at the Annual Meeting.

Voting Procedures

Shareholders of record (shareholders who own our shares in their own names on the books of our transfer agent) may vote their shares or submit a proxy card to have their shares voted by one of the following methods:

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By Internet—Shareholders of record may submit proxies over the Internet by following the instructions on the enclosed proxy card.

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By Telephone—Shareholders of record may vote by telephone by calling the number listed on the enclosed proxy card.

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By Mail—Shareholders of record who have received a paper copy of a proxy card by mail may submit proxies by completing, signing and dating their proxy card and mailing it in the accompanying pre-addressed envelope.

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In Person—Shareholders of record may vote shares held in their name in person at the Annual Meeting; however, attendance at the Annual Meeting without casting a ballot will not count as a vote.

Beneficial owners of shares (shareholders who own their shares in the name of a bank, broker, trustee or other nominee on the books of our transfer agent) may generally vote their shares or submit a proxy to have their shares voted by one of the following methods, as indicated on the voting instruction form sent to you by your bank, broker, trustee or nominee:

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By Internet or Telephone—Beneficial owners may generally vote their shares over the Internet or by telephone, as indicated on your voting instruction card. Please refer to your voting instruction card or other information forwarded by your bank, broker, trustee or nominee to determine whether you may submit a proxy electronically over the Internet or by telephone, following the instructions on the voting instruction card or other information provided by the record holder.

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By Mail—You may vote your shares by completing, signing and dating your voting instruction card and returning it in the envelope provided.

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In Person with a Proxy from the Record Holder—Shares for which a shareholder is the beneficial holder but not the shareholder of record may be voted in person at the Annual Meeting only if such shareholder is able to obtain a legal proxy from the bank, broker, trustee or nominee that holds the shareholder's shares, with such legal proxy indicating that the shareholder was the beneficial holder as of the record date and the number of shares for which the shareholder was the beneficial owner on the record date.

Shareholders are encouraged to vote their proxies by Internet, telephone or completing, signing, dating and returning a proxy card, but not by more than one method. If you vote by more than one method, or vote multiple times using the same method, only the last-dated vote that is received by the vote tabulator will be counted, and each previous vote will be disregarded.

If you receive more than one set of proxy materials or more than one proxy card, it may mean that you hold shares of Dorian stock in more than one account. You must return a proxy card or vote using one of the methods described above for each account in which you own shares.

Revoking Your Vote

If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the meeting by taking one of the following actions:

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by executing and delivering another valid proxy with a later date;

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by voting by telephone or Internet at a later date; or

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Vote Required for Approval

The presence, represented in person or by proxy, of one-third of the issued and outstanding shares of Dorian common stock entitled to vote at the Annual Meeting is required to constitute a quorum at the Annual Meeting. Brokers holding shares for beneficial owners must vote their shares according to the specific instructions they receive from their owners. If specific instructions are not received, brokers may not vote these shares, other than on matters that the NYSE considers to be “routine.” If a brokerage firm votes a beneficial holder’s shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted for or against the routine matter. At the Annual Meeting, only the proposal to ratify the appointment of Deloitte as our independent auditor for the fiscal year ending March 31, 2026 is considered a routine matter.

The votes required to approve each matter to be considered by our shareholders at the Annual Meeting are set forth below:

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Proposal 1—Election of Directors: Each Dorian shareholder has the right to vote each share of stock owned by such shareholder on the record date for three director nominees to be elected. Cumulative voting is not permitted. To be elected, a director-nominee must receive a plurality of the votes cast at the Annual Meeting. Accordingly, the three nominees standing in the election who receive the greatest number of votes cast at the Annual Meeting will be elected as directors. Abstentions, votes withheld and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the election.

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Proposal 2—Ratification of Selection of Deloitte: The affirmative vote of a majority of the votes cast on this proposal is required to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2026. Abstentions and broker non-votes will have no effect on the results of this vote.

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Proposal 3—Advisory Vote to Approve the Compensation of our Named Executive Officers: The affirmative vote of a majority of the votes cast by holders present, in person or by proxy, at the Annual Meeting is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Because Proposal 3 is a nonbinding, advisory vote, it will not be binding on us or on the Board of Directors. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of Proposal 3.

Appraisal or Dissenters’ Rights

Our shareholders will not have rights of appraisal or similar dissenters’ rights with respect to any of the matters identified in this Proxy Statement to be acted upon at the Annual Meeting.

Expenses of Solicitation

We pay all costs of soliciting proxies, including the cost of preparing, assembling and mailing the Notice, Proxy Statement and proxies. In addition to solicitation of proxies by mail, solicitation may be made personally, by telephone or by other electronic means. We may pay the expenses of persons holding shares for others to send proxy materials to their principals.

While we presently intend that solicitations will be made only by directors, officers and employees of the Company, we may retain outside solicitors to assist in the solicitation of proxies. Any expenses incurred in connection with the use of outside solicitors will be paid by us.

Householding

To reduce the expense of delivering duplicate proxy materials to our shareholders, we are relying on the SEC rules that permit us to deliver only one set of proxy materials, including our Proxy Statement, our Annual Report and the Notice, to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each shareholder retains a separate right to vote on all matters presented at the Annual Meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you wish to receive a separate copy of the Annual Report or other proxy materials free of charge, or if you wish to receive separate copies of future annual reports or proxy materials, please send your request by email to IR@dorianlpg.com or by mail to Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902, attention: Investor Relations, or call us at (203) 674-9900.

Proposal 1 Election of Directors

The Board of Directors is divided into three classes: Class I, Class II and Class III. Pursuant to our Articles of Incorporation, each class of directors consists, as nearly as possible, of one-third of the total number of directors. The total number of directors on the Board may be fixed from time to time by a vote of not less than two-thirds of the number of directors constituting the Board, excluding vacancies. Additionally, the Board is authorized to fill any vacancy on the Board, including directorships resulting from an increase in the number of directors, by a majority vote of the directors then in office.

Each director is elected to serve for a three-year term and until such director’s successor is duly elected and has qualified, except in the event of his or her death, resignation, removal or earlier termination of his or her term of office. The terms of our Class I and II directors will expire in 2026 and 2027, respectively, and the term of our Class III directors will expire at the Annual Meeting.

By the requisite affirmative vote of the Board, the size of the Board of Directors was set at ten directors effective May 1, 2015, reduced from ten to seven directors effective January 26, 2016, increased from seven to eight directors effective November 26, 2022, reduced from eight to seven directors effective September 13, 2023, and increased from seven to eight directors effective October 23, 2024.

Our Class III directors, whose terms expire at the annual meeting of shareholders in 2025, are currently John C. Hadjipateras, Malcolm McAvity and Mark Ross. Mr. Hadjipateras has served on the Board since our formation in July 2013 and Mr. McAvity was appointed by the Board as a director effective January 2015. Mr. Hadjipateras and Mr. McAvity were re-elected at the Company’s 2022 annual meeting of shareholders. Mr. Ross was appointed by the Board as a director effective October 2024. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board after due consideration has nominated Messrs. Hadjipateras, McAvity and Ross for re-election as Class III directors to serve until the Company’s annual meeting of shareholders in 2028, and until such director’s successor is elected and has qualified.

Our Class I directors, whose terms expire at the annual meeting of shareholders in 2026, are currently Christina Tan and Marit Lunde. Ms. Tan has served on the Board since May 2015 and was re-elected at the 2023 annual meeting of shareholders. The Board appointed Ms. Lunde as a director effective November 26, 2022 and she was re-elected at the 2023 annual meeting of shareholders.

Our Class II directors, whose terms expire at the annual meeting of shareholders in 2027, are currently Øivind Lorentzen, Ted Kalborg and John C. Lycouris. Mr. Lorentzen and Mr. Lycouris have served as directors since our formation in July 2013. The Board appointed Mr. Kalborg as a director effective December 2014. Messrs. Lorentzen, Kalborg and Lycouris were re-elected at the Company’s 2024 annual meeting of shareholders.

Except as indicated herein, there are no arrangements or understandings between any current director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee.

If, at the time of the Annual Meeting, any nominee is unable or unwilling to serve as a director, the persons named as proxy holders will vote your proxy for the election of such substitute nominee as may be designated by the Board in accordance with Article I of our Articles of Incorporation to fill the vacancy. The Board of Directors has no reason to believe any of the nominees will be unable or unwilling to serve if elected.

The Board of Directors recommends that you vote FOR the re-election of our three nominees listed below, Messrs. Hadjipateras, McAvity and Ross.

The Board believes that each of the three nominees listed below are highly qualified and have experience, skills, backgrounds and attributes that qualify them to serve as directors of Dorian (please see each nominee’s biographical information presented below). The recommendation of the Board is based on its carefully considered judgment that the experience, skills, backgrounds and attributes of our nominees make them the best candidates to serve on the Board.

Nominees for Re-election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Set forth in the table below is a list of our director nominees, together with certain biographical information, including their ages as of the date of this Proxy Statement.


Name	Age	Principal Occupation
John C. Hadjipateras‌	75	President and Chief Executive Officer of Dorian LPG Ltd.; President, Dorian LPG (USA) LLC
Malcolm McAvity‌	74	Retired Vice Chairman of Phibro LLC
Mark Ross‌	62	Retired President of Chevron Shipping Company

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John C. Hadjipateras has served as Chairman of the Board and as our President and Chief Executive Officer and as President of Dorian LPG (USA) LLC since our inception in July 2013. Mr. Hadjipateras has been actively involved in the management of shipping companies since 1972. From 1972 to 1992, Mr. Hadjipateras was the Managing Director of Peninsular Maritime Ltd. in London and subsequently served as President of Eagle Ocean, which provides chartering, sale and purchase, protection and indemnity insurance and shipping finance services. Mr. Hadjipateras has served as a member of the boards of the Greek Shipping Co-operation Committee and of the Council of INTERTANKO, and has been a member of the Baltic Exchange since 1972 and of the American Bureau of Shipping since 2011. Mr. Hadjipateras also served on the Board of Advisors of the Faculty of Languages and Linguistics of Georgetown University and is a trustee of Kidscape, a leading U.K. charity organization. Mr. Hadjipateras was a director of SEACOR Holdings Inc., a global provider of marine transportation equipment and logistics services, from 2000 to 2013. In 1998, Mr. Hadjipateras was awarded The Golden Cross of The Order of the Phoenix by The Republic of Greece. We believe that Mr. Hadjipateras’ expertise in the maritime and shipping industries provides him with the qualifications and skills to serve as a member of the Board of Directors.

Malcolm McAvity has served as a director of the Company since January 2015 and is currently the Chairman of our Nominating and Corporate Governance Committee and a member of our Compensation Committee. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has appointed Mr. McAvity to serve as the Board’s lead independent director. Mr. McAvity formerly served as Vice Chairman of Phibro LLC, one of the world’s leading international commodities trading firms, from 1986 through 2012. Mr. McAvity has held various positions trading crude oil and other commodities. Mr. McAvity earned a BA from Stanford University and an MBA from Harvard Business School. We believe that Mr. McAvity’s experience in commodities trading provides him with the qualifications and skills to serve as a member of the Board of Directors.

Mr. Ross has served as a director of the Company since October 2024. He enjoyed a distinguished 34-year career at Chevron Corporation, advancing through various roles across Chevron’s downstream, upstream, trading, and shipping organizations. From May 2015 to May 2024, he served as president of Chevron Shipping Company, where his responsibilities included overseeing a 2,000-person global workforce and ensuring the safe and efficient operation of a modern fleet of 30 ships to transport crude oil, LNG, LPG, and refined products for Chevron operations around the globe. Mr. Ross holds a Bachelor of Science in Chemical Engineering from the University of California at Berkeley, a Master of Science in Chemical Engineering from the University of Illinois at Urbana-Champaign, and a Master of Business Administration from the University of California at Berkeley. Mr. Ross is a director of the American Bureau of Shipping (ABS). He is also a past chairman of the Oil Companies International Marine Forum (OCIMF) and the Society of International Gas Tanker and Terminal Operators (SIGTTO). We believe that Mr. Ross’s experience in the maritime and shipping industries provides him with the qualifications and skills to serve as a member of the Board of Directors.

The Board of Directors recommends you vote “FOR” each named nominee.

Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders

Set forth in the table below is a list of our directors continuing in office until the 2026 annual meeting, together with certain biographical information, including their ages as of the date of this Proxy Statement.


Name	Age	Principal Occupation
Christina Tan‌	72	Chief Executive Officer, MT Maritime Management (USA) LLC
Marit Lunde‌	58	Head of Group Insurance, Equinor ASA

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Christina Tan has served as a director of the Company since May 1, 2015 and is currently a member of the Audit and Nominating and Corporate Governance Committees. Ms. Tan has been the Chief Executive Officer of MT Maritime Management (USA) LLC since the beginning of 2020. Ms. Tan has been an officer with the MT Maritime Management Group (“MTM Group”) for over 30 years, performing in a variety of capacities, including finance and chartering, and was also a board member of Northern Shipping Funds from 2008 to 2015, at which point she remained as a member of the Limited Partnership Advisory Committee (LPAC) through March 31, 2023. Since February 2025, Ms. Tan has been a director of Pangaea Logistics Solutions. For eight years prior to joining MTM Group, Ms. Tan was Vice President of Finance & Trading for Socoil Corporation, a major Malaysian palm oil refiner and trading company. Ms. Tan earned a BA in Economics and Mathematics from Western State College of Colorado. We believe that Ms. Tan’s long-standing experience in the shipping industry and in maritime investments provide her with the qualifications and skills to serve as a member of the Board of Directors.

Marit Lunde has served as a director of the Company since November 2022 and has over thirty years of experience in the energy sector. Since 1990 she has held various positions at Equinor ASA (NYSE: EQNR, formerly Statoil and StatoilHydro) (“Equinor”) including in accounting, operations, trading, chartering and shipping, upstream projects and operations, health, safety and environment, and corporate risk management. She is currently the head of group insurance at Equinor and serves as the Chairperson of the board of directors of Equinor's captive insurance company and is a member of the board of directors of Equinor's Pension Fund. Ms. Lunde graduated with honors from Heriot-Watt University in 1990 with a BA in Business Administration. We believe that her experience in the oil and gas and shipping industries provides her with the qualifications and skills to serve as a member of the Board of Directors.

Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders

Set forth in the table below is a list of our directors continuing in office until the 2027 annual meeting, together with certain biographical information, including their ages as of the date of this Proxy Statement.


Name	Age	Principal Occupation
Øivind Lorentzen‌	75	Managing Director, Northern Navigation, LLC
John Lycouris‌	75	Head of Energy Transition and Chief Executive Officer of Dorian LPG (USA) LLC
Ted Kalborg‌	74	Founder, Tufton Oceanic Group

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Øivind Lorentzen has served as a director of the Company since its inception in July 2013 and is currently the Chairman of the Audit Committee. Mr. Lorentzen is currently Managing Director of Northern Navigation, LLC. Mr. Lorentzen was Non-Executive Vice Chairman of SEACOR Holdings Inc. from early 2015 to April 2021, prior to which he was its Chief Executive Officer. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation International, Ltd., an investment management and ship-owning company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its board of directors until December 2005. From 2001 to 2008, Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry. Mr. Lorentzen is a director of the Global Maritime Forum, an international not-for-profit organization dedicated to promoting the potential of the global maritime industry. Mr. Lorentzen earned his undergraduate degree at Harvard College and his MBA from Harvard Business School. Mr. Lorentzen’s expertise in the maritime and shipping industries provides him with the important qualifications and skills to serve as a member of the Board of Directors.

John C. Lycouris has served as Head of Energy Transition since April 24, 2024, and as Chief Executive Officer of Dorian LPG (USA) LLC and director of Dorian LPG Ltd. since its inception in July 2013. Previously, Mr. Lycouris was a Director and VP/Treasurer of Eagle Ocean, Inc. beginning in1993 and of Eagle Ocean Transport, Inc. beginning in 2004, where he attended to pre- and post-delivery financings of newbuilding and second-hand vessels in the tanker, LPG, and dry bulk sectors, including execution of a multitude of sale and purchase contracts. Mr. Lycouris’ responsibilities also included operational and technical matters as well as investment strategy for a number of portfolios of foreign principals represented by the Companies. Before joining Eagle Ocean, Inc., Mr. Lycouris served as Director of Peninsular Maritime Ltd. a ship brokerage firm in London, UK, which he joined in 1974, and managed the Finance and Accounts departments. Mr. Lycouris holds a BS in Business Administration from Ithaca College and an MBA in Finance from Cornell University. Mr. Lycouris’ successful leadership and executive experience, along with his deep knowledge of the commercial, technical and operational aspects of shipping in general and LPG shipping in particular, provide him with the qualifications and skills to serve as a member of the Board of Directors.

Ted Kalborg has served as a director of the Company since December 2014 and is currently a member of the Audit Committee and chairman of the Compensation Committee. Mr. Kalborg is the founder of the Tufton Group, a fund management group he founded in 1985 that specializes in the shipping and energy sectors. The group manages hedge funds and private equity funds. Mr. Kalborg’s primary focus has been corporate reorganizations. Mr. Kalborg holds a BA from Stockholm School of Economics and received an MBA from Harvard Business School. Mr. Kalborg’s diversified experience in the oil drilling, shipping, and investment industries, his specialty in maritime and transportation fund management, and his extensive background serving as director of several other companies equip him with the qualifications and skills to act as a member of the Board of Directors.

Executive Officers

John C. Hadjipateras, 75, has served as Chairman of the Board and as our President and Chief Executive Officer and as President of Dorian LPG (USA) LLC since our inception in July 2013. See “Proposal 1. Election of Directors — Nominees for Re-election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders.”

John C. Lycouris, 75, has served as Head of Energy Transition since April 24, 2024, and as Chief Executive Officer of Dorian LPG (USA) LLC and a director of the Company since our inception in July 2013. See “Proposal 1. Election of Directors — Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders.”

Theodore B. Young, 57, has served as our Chief Financial Officer, Treasurer and Principal Financial and Accounting Officer since July 2013, as Chief Financial Officer and Treasurer of Dorian LPG (USA) LLC since July 2013, and as head of corporate development for Eagle Ocean from 2011 to 2013. From 2004 to 2011, Mr. Young was a Senior Managing Director and member of the Investment Committee at Irving Place Capital (“IPC”), where he worked on investments in the industrial, transportation and business services sectors. Prior to joining IPC, Mr. Young was a principal at Harvest Partners, a New York-based middle market buyout firm, from 1997 to 2004. There, Mr. Young was active in industrial transactions and played a key role in the firm’s multinational investment strategy. Prior to his career in private equity, Mr. Young was an investment banker with Merrill Lynch & Co., Inc. and SBC Warburg Dillon Read and its predecessors in New York, Zurich, and London. Mr. Young holds an AB from Dartmouth College and an MBA from the Wharton School of the University of Pennsylvania with a major in accounting. Mr. Young serves as an at-large member of the Finance Committee of USA Wrestling and as chairman of College Steps, an organization that enables young adults with learning and social challenges to participate in post-secondary education.

Tim T. Hansen, 56, has led our chartering department, serving as our Chief Commercial Officer since 2018. He joined the Company in 2014 as Chartering Manager and has served as the Managing Director of our Denmark subsidiary since 2018. In 2019 he joined the Helios Pool Board of Directors and has since 2020 served as Chairman of the Board. Mr. Hansen began his career at sea in 1985 with AP Moeller Maersk (“Maersk”) rising through the ranks in tankers, container and dry cargo vessels, ending his seagoing career as captain of various sized LPG carriers. Mr. Hansen was also a Lieutenant in the Royal Danish Navy from 1992 through 1993, where he served as Skipper on Vessel Traffic Services (“VTS”) vessels, performed various coast guard services, and worked as a VTS Operator at Green Belt Traffic Service. Mr. Hansen returned to Maersk in 1993, where he eventually came ashore in 1999 with responsibilities in several sectors including supercargo, operations, and chartering in the dry cargo segment, Maersk Line and was Senior Charterer in Broestroem. In 2002, Mr. Hansen began to focus on the LPG sector and from 2004 until Maersk's exit from the LPG sector in 2013 was Senior Charterer responsible for the daily employment of handy, mid-size and VLGC vessels.

Alexander C. Hadjipateras, 46, has served as Chief Operating Officer since April 24, 2024, and as Senior Executive Vice President of Dorian LPG (USA) LLC and Managing Director of Dorian LPG Management Corp. (Athens) since July 2023. He has previously held the role of Executive Vice President of Business Development. Mr. Hadjipateras' main areas of focus are commercial strategy and oversight of the marine and shoreside operations. Mr. Hadjipateras also works closely with major energy companies to secure approval for future time charter and on newbuilding business development opportunities. Additionally, he is a Director of the Helios LPG Pool, the UK P&I Club, Hellenic War Risks and the Greek Shipping Corporation Committee. Prior to joining Dorian, Mr. Hadjipateras worked as a Business Development Manager at Razorfish, a leading digital consultancy and ad-agency based in San Francisco. Mr. Hadjipateras graduated from Georgetown University with a Bachelor of Arts in history and holds an EMBA from HEC Paris. He is the son of John C. Hadjipateras, the President, Chief Executive Officer and Chairman of the Company.

Board Meetings and Board Committee Information

SEC Form DEF 14A filed by Dorian LPG Ltd.