UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.__)

Filed by the Registrant ☒

Filed by a Party other than the ☐ Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Registrant as Specified In Its Charter)

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


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials.

Notice of Annual Meeting of Stockholders

DATE AND TIME

Thursday, June 6, 2024, at 9:30 a.m., Eastern Time.

LOCATION

The Annual Meeting is being held virtually. Stockholders may participate by dialing (844) 850-0546 for U.S. callers and (412) 317-5203 for international callers.

RECORD DATE

Stockholders of record at the close of business on April 15, 2024, are the only stockholders entitled to notice of and to vote at the annual meeting.

MATERIALS

These proxy materials and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (as amended, the “2023 Form 10-K”) were first sent or made available to stockholders on or about April 26, 2024.

ITEMS OF BUSINESS

(1)

to elect seven directors to serve until the 2025 Annual Meeting of Stockholders of the Company;

(2)

to approve, on an advisory basis, the 2023 compensation for our Named Executive Officers, as described in the “Compensation Discussion and Analysis” section in the Proxy Statement;

(3)

to amend the Company’s Amended and Restated By-Laws, primarily to revise the advance notice provisions to conform to the requirements of the “universal proxy” rules of the Securities and Exchange Commission (the “SEC”) and to remove certain requirements to obtain stockholder approval to amend the By-Laws;

(4)

to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024; and

(5)

to transact such other business as may properly be brought before the Annual Meeting.

We are utilizing the SEC rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe these rules allow us to provide stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. If you received a printed copy of the materials, we have enclosed a copy of the 2023 Form 10-K with this Notice and the Proxy Statement.

It is very important that you are represented at the Annual Meeting and that your shares are voted. We urge you to vote as soon as possible by telephone, over the Internet, or by marking, signing and returning your proxy or voting instruction card. Your prompt consideration is appreciated.

	/s/ SUSAN ALLAN
	Vice President, General Counsel and Corporate Secretary
	Tampa, Florida
	April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 6, 2024: This Notice of Annual Meeting, Proxy Statement, and the 2023 Form 10-K are available at www.osg.com/investors.

Table of Contents

Proxy Statement	1
Remote Participation in the Annual Meeting	1
Proxy Summary	1
Election of Directors (Proposal No. 1)	6
Information about the Board and Corporate Governance	11
Director Compensation	15
Compensation Discussion & Analysis	16
Human Resources and Compensation Committee Report	30
Summary Compensation Table	31
Grants of Plan-Based Awards	33
Outstanding Equity Awards at Fiscal Year End	34
2023 Options Exercised and Stock Vested	36
Potential Payments Upon Termination	37
Pay Versus Performance Disclosure	38
Non-GAPP Financial Measures	43
Advisory Vote on the Approval of the Compensation of the Named Executive Officers (Proposal No. 2)	44
Audit Committee Matters	45
Approval of Amendments to the Company’s Amended and Restated By-Laws (Proposal No. 3)	47
Ratification of Appointment of the independent Registered Public Accounting Firm (Proposal No. 4)	49
Ownership of Class A Common Stock by Directors, Executive Officers and Certain Other Beneficial Owners	50
Section 16(a) Beneficial Ownership Reporting Compliance	51
Information Concerning Solicitation and Voting	53
Other Matters	56
Appendix A

OVERSEAS SHIPHOLDING GROUP, INC.

302 Knights Run Avenue, Suite 1200

Tampa, FL 33602

PROXY STATEMENT

REMOTE PARTICIPATION IN THE ANNUAL MEETING

Our Annual Meeting will be held virtually. To participate in the Annual Meeting, dial (844) 850-0546 for U.S. callers and (412) 317-5203 for international callers. Please dial in 10 minutes prior to the start of the call. Stockholders and other interested parties can listen to a live webcast of the Annual Meeting from the Investor Relations section of OSG’s website at www.osg.com.

Stockholders can ask questions by using the call-in option only. The call will be hosted by a moderator who will provide instructions on how to ask a question when the Q&A section of the meeting is set to begin. If you have technical difficulties in joining the meeting, you should email investor-relations@osg.com for assistance.

We urge you to vote as soon as possible by telephone or over the Internet. If you wish to vote on the date of the Annual Meeting or to change your vote, you may do so by sending an email to investor-relations@osg.com prior to 9:35 a.m. (ET) on Thursday, June 6, 2024 and attaching your proxy card or if your shares are held by a bank, broker, or other nominee, your voting instruction form and the legal proxy provided by your bank, broker or other nominee. This information is necessary in order for your vote to be counted. If your email is not received by 9:35 a.m. (ET) on Thursday, June 6, 2024, your vote will not be counted (or your change of vote will not be effective).

An audio replay of the webcast will be available on the website after the completion of the meeting.

PROXY SUMMARY

This summary provides an overview of the information contained in the Proxy Statement. It is not intended to provide all of the information in the Proxy Statement, which we recommend that you read and consider prior to voting. We also invite you to review our 2023 Form 10-K and our Sustainability Report (the “Sustainability Report”) to obtain a more comprehensive discussion of Overseas Shipholding Group, Inc.

Voting Matters

Our stockholders are being asked to vote on the following matters at our 2024 Annual Meeting:

PROPOSALS	BOARD RECOMMENDATIONS
PROPOSAL 1. Election of Directors
The Board and the Corporate Governance and Risk Assessment Committee believe that each director nominee possesses the experience and qualifications necessary to provide quality guidance to the Company’s management and effective oversight of the Company and ask our stockholders to vote in favor of the election of each director nominee.	FOR Each Director Nominee
PROPOSAL 2. Advisory vote to approve the compensation of the Named Executive Officers for 2023
The Human Resources and Compensation Committee believes that the compensation paid to our Named Executive Officers and our overall pay practices are proper and supportable and asks our stockholders to cast a favorable non-binding advisory vote on the compensation of the Named Executive Officers (the “say-on-pay” vote) as described in the “Compensation Discussion and Analysis” section of this Proxy Statement.	FOR
PROPOSAL 3. Approval of Amendments of the Company’s Amended and Restated By-Laws.
The Board believes that it is desirable to amend the Company’s Amended and Restated By-Laws to update the advance notice provisions to conform to the requirements of the SEC’s universal proxy rules and to remove certain requirements to obtain stockholder approval to amend the By-Laws, and asks the stockholders to vote in favor of this amendment.	FOR
PROPOSAL 4. Ratification of appointment of the independent registered public accounting firm.
The Audit Committee believes it to be in the best interests of the Company and its stockholders to retain the services of Grant Thornton LLP as the independent auditors of the Company for the fiscal year ending December 31, 2024 and asks stockholders to ratify this appointment.	FOR

Company Overview

OSG is a leading provider of energy transportation services, delivering crude oil, renewable fuels, and petroleum products to major oil companies and refiners. OSG’s 21-vessel U.S. flag fleet consists of four Suezmax crude oil tankers, four articulated tug-barge units, two shuttle tankers, eight medium range tankers which trade in the Jones Act market, and three internationally trading tankers, two of which participate in the U.S. Tanker Security Program. We provide safe, efficient, and reliable transportation to our customers and strive to ensure the highest standards of safety and environmental compliance throughout our organization.

In this Proxy Statement, we sometimes refer to OSG as the “Company,” “we,” “our,” or “us.” Except where stated otherwise, the information posted on or connected to our website is not incorporated by reference in this Proxy Statement.

Board Highlights

BOARD OF DIRECTORS (as of March 29, 2024)				Committee Membership
Name	Age	Tenure years⁽¹⁾	Primary Occupation	A	C	G
Douglas D. Wheat (Non-Executive Chairman)	73	10	Managing Partner of Wheat Investments
Rebecca K. DeLaet	56	4	Former CFO of O.G. Energy	X		X*
Joseph I. Kronsberg	41	9	Partner of Keyframe Capital Partners, LP.		X
Elaine G. Luria	48	1	Former member of the U.S. Congress			X
Samuel H. Norton	65	10	CEO and President of OSG
John P. Reddy	71	6	Business consultant and private investor	X*		X
Julie E. Silcock	68	6	Partner at CDX Advisors	X	X*
Gary E. Taylor⁽²⁾	70	10	Former member of the U.S. Congress		X

* Indicates Chair of the Committee

A - Audit Committee

C - Human Resources and Compensation Committee

G - Corporate Governance and Risk Assessment Committee

⁽¹⁾The average tenure of the independent directors is 6.57 years.

⁽²⁾Gary E. Taylor is a current director not standing for re-election.

Governance Highlights

OSG is committed to maintaining leading corporate governance practices. We believe that sound governance policies encourage accountability of the Board and management, improve our standing within our industry, and promote the long-term interests of our stockholders.

Board Leadership Structure and Independence

●

We separate the roles of the CEO and Chairman and have an independent, non-executive Chairman of the Board.

●

Women account for 37.5% of our Board.

●

All of our directors and nominees are independent, other than our CEO.

●

Our Board engages in director succession planning and considers diversity, among other selection criteria.

Board Practices and Oversight

●

Regular executive sessions of the independent directors provide those directors with opportunities to meet in private.

●

The average attendance by directors at Board and Committee meetings in 2023 was over 90%.

●

Oversight of risk management occurs within each Committee, as well as by the full Board.

●

Oversight of environmental, safety, and social risks of the Company, including climate-change related risks and matters of gender equality, occurs quarterly.

●

Our Corporate Governance Guidelines provide for consideration of average tenure of the directors.

Board Policies and Experience

●

Our Insider Trading Policy prohibits hedging and pledging of securities owned by directors .

●

Our directors and officers are required to own and retain specified levels of OSG stock in accordance with stock ownership guidelines.

●

Directors possess a wide range of financial, energy, national security, governance and transportation services experience, including service on other public and non-profit boards and prior service in the U.S. Congress.

●

Directors must inform the Corporate Governance and Risk Assessment Committee (the “Governance and Risk Committee”) of any changes in their principal occupation and prior to accepting outside board membership.

Executive Compensation

Consistent with our goal of enhancing stockholder value, we align executive compensation with our strategic short-term and long-term objectives, as well as with the interests of our stockholders. The compensation disclosed in the Summary Compensation Table and other related tables reflects compensation decisions that were made in early 2023, as well as in prior years, and were based on the terms of employment agreements. The section “Compensation Discussion and Analysis” describes our compensation program in detail.

Cybersecurity and Cyber Awareness

With many of our business practices being heavily reliant on technology, including cloud-based software applications, and the overarching digitalization of our industry, we have taken calculated measures to defend against cybersecurity threats. Our cybersecurity strategy is guided by our cybersecurity plan. Regular oversight of matters relating to cybersecurity is provided by our Governance and Risk Committee, including annual reviews of the cyber security plan, our current practices, and cyber security-related regulations that impact us. We communicate with the Cybersecurity and Infrastructure Security Agency and Federal Bureau of Investigation on threats specific to the maritime industry and corporate operations. Over the last three years, OSG has not experienced any material cybersecurity violation or occurrence.

Our cybersecurity plan is designed to provide malware protection and control to our systems to protect the information and operating technology on board our vessels and in our corporate operations, providing for:

●

incident hotlines for suspicious cyber activity and/or breaches of security,

●

layered cybersecurity approaches, including next-generation software protections, and

●

annual information technology and cybersecurity training required for all employees.

For more information on our cybersecurity risk management and strategy and cybersecurity governance, see Item 1C. “Cybersecurity” in our 2023 Form 10-K.

Environmental and Social Initiatives - Moving Energy with Integrity

OSG prioritizes operating one of the safest, cleanest and most reliable fleets in our industry. The transportation of goods by sea is heavily regulated, and we believe our operations are in substantial compliance with applicable regulations of the United States, the International Maritime Organization, the European Union, and regional and local authorities regarding oil spill prevention, clean air and water, and greenhouse gas emissions, among other regulatory requirements. We invest in the well-being of our workforce through competitive compensation, comprehensive benefits packages (including employee benefits such as life and health (medical, dental and vision) insurance, paid time off, paid parental leave, and certain postretirement benefits), and increasing awareness and enforcement of our sexual assault and sexual harassment policies – both onboard our vessels and in the office.

The Governance and Risk Committee provides oversight of our environmental, social and governance policies and practices, and it conducts quarterly reviews of risks in these areas, which are in accordance with its charter.

Annually, prior to our meeting of stockholders, the Company publishes a Sustainability Report that highlights key actions the Company has taken and is planning to take to decrease its environmental impact, provide a safe and healthy work environment, promote a responsible and equitable workplace, and provide quality governance practices. The Sustainability Report and the Company’s policies relating to health, safety, and environmental and social responsibility can be found on our website at www.osg.com/safety-environment. Key components of each of these policies are described below.

Health and Safety Policies. We focus on providing healthy and safe working conditions for both our crews and shoreside employees and seek to accomplish these goals by:

●

Following the Company’s established management system, which is designed to promote safe practices in ship operations, prevent damage to our vessels and the environment, prevent loss of human life and personal injury, and continuously improve the safety skills of personnel;

●

Enforcing zero tolerance for any sexual assault or sexual harassment, the use of drugs or alcohol by seafarers and in the office workplace, and discrimination based on race, gender, disability, or religion;

●

Maintaining a shipboard occupational health and safety program;

●

Providing oversight by the Governance and Risk Committee of OSG’s safety performance and related key performance indicators; and

●

Installing Starlink satellite internet service on every ship in our fleet, allowing our seafarers the opportunity to connect with friends and family.

Environmental Protection and Social Responsibility Policies. Our policies and operating practices include:

●

Requiring all shoreside employees and seafarers to be trained on and committed to complying with our Code of Business Conduct and Ethics;

●

Endeavoring that all seafarers are informed, trained, and committed to complying with each vessel’s Ship Energy Efficiency Management Plan;

●

Requiring that all seafarers certify their understanding and acceptance of OSG’s Environmental Protection and Social Responsibility Policy as a condition of employment;

●

Allocating significant capital to lessen our environmental impact and remain compliant with all applicable regulations;

●

Installing ballast water treatment systems on our vessels;

●

Burning low sulfur content fuel in environmentally protected areas along the U.S. coastline; and

●

Providing oversight by our Governance and Risk Committee of the adequacy of OSG’s environmental initiatives and strategic planning.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The nominees for election at the Annual Meeting are listed below. The nominees were selected by the Board upon the recommendation of the Governance and Risk Committee. Unless otherwise directed, proxies will be voted for the election of these nominees to serve until the 2025 Annual Meeting of Stockholders and until each of their successors is duly elected and qualified. Gary Eugene Taylor, a current director, is not standing for re-election. Upon completion of the 2024 Annual Meeting, the size of the Board will be reduced from eight to seven directors.

The Governance and Risk Committee considers the following criteria for identifying and recommending qualified candidates for membership on the Board, seeking to maintain within these criteria appropriate diversity of individuals on the basis of gender, ethnic heritage, and life experiences:

●

judgment, character, integrity, expertise, tenure, skills, and knowledge useful to the oversight of OSG’s business;

●

status as “independent” or “audit committee financial expert” or “financially literate” as defined by the New York Stock Exchange (“NYSE”) and the SEC;

●

high level managerial, business, or other relevant experience, including experience in OSG’s industry or in areas relevant to OSG’s operations;

●

the candidate’s principal occupation and business associations;

●

absence of conflicts of interest;

●

status as a U.S. citizen for compliance with the Jones Act;

●

ability and willingness of the candidate to spend sufficient time and energy in furtherance of Board matters; and

●

average tenure of the Board as a whole.

As part of its annual assessment of Board structure and composition, the Governance and Risk Committee evaluates the extent to which the Board as a whole satisfies the foregoing criteria. The Committee also engages in succession planning and considers new candidates during this process.

The Governance and Risk Committee has evaluated the current nominees against the above criteria, and the Committee and the Board recommend that the stockholders elect all nominees at the Annual Meeting. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, the persons appointed by the Board and named as proxies in the proxy materials may vote their proxies for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. If stockholders do not re-elect a nominee who is already a director, Delaware law provides that the director continues to serve on the Board as a “holdover director”.

Director

Business Experience and Other Information

Douglas D. Wheat

Age: 73

Director and Chairman since 2014

Mr. Wheat is currently the Managing Partner of Wheat Investments, a private investment firm. From 2007 to 2016, he was the founding and Managing Partner of the private equity company Southlake Equity Group. From 1992 until 2006, Mr. Wheat was President of Haas Wheat & Partners. Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group at Donaldson, Lufkin & Jenrette where he specialized in leveraged buyout financing. From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas. Mr. Wheat is currently the Chairman of the Board of Directors of International Seaways, Inc. (a former wholly owned division of OSG) and is also the Chairman of the Board of Directors of AMN Healthcare Services, Inc. (“AMN”). He has been a director of AMN since 1999, becoming Chairman in 2007. He previously served as Vice Chairman of Dex Media, Inc. and as Chairman of SuperMedia prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the board of directors of several other companies including Playtex Products (he also served as Chairman); Dr Pepper/Seven-Up Companies, Inc.; Dr Pepper Bottling of the Southwest, Inc.; Walls Industries, Inc.; Alliance Imaging, Inc.; Thermadyne Industries, Inc.; Sybron International Corporation; Nebraska Book Corporation; ALC Communications Corporation; Mother’s Cookies, Inc.; and Stella Cheese Company. Mr. Wheat received both his Juris Doctor and Bachelor of Science degrees from the University of Kansas.

Skills and Qualifications

Mr. Wheat’s long-time finance and legal expertise, and experience serving on numerous boards of directors, particularly as Chairman, make him a valuable asset to our Board.

Rebecca K. DeLaet

Age: 56

Director since 2020
Committees:

Governance & Risk (Chair)

Audit

Ms. DeLaet most recently served as the Chief Financial Officer of O.G. Energy (“OGE”) from 2018 until 2019. OGE is the energy arm of Ofer Global, a private portfolio of international businesses principally focused on shipping, real estate, energy, banking and investments. She served as a member of the Senior Management Committee of Ofer Global from 2004 to 2018. Ms. DeLaet also worked for Zodiac Finance, another division of Ofer Global, from 1990 to 2017 in positions of escalating authority as Vice President, Managing Director, and for the last seven years as President. She served on the Board of Directors and as Chair of the Audit Committee for both New Zealand Oil and Gas and Cue Energy Resources, publicly traded companies listed respectively on the New Zealand and Australian stock exchanges. She is currently the Director and Head of Finance for Team Image Synchronized Skating Team (a not-for-profit organization), a role which she has had since 2014. Ms. DeLaet holds a Bachelor of Science degree in Economics as well as a Master’s of Business Administration degree from the Wharton School of Business.

Skills and Qualifications

Ms. DeLaet’s substantial experience in the shipping industry

and her financial expertise make her a valuable asset to our Board.

Joseph I. Kronsberg

Age: 41

Director since 2015

Committee:

Compensation

Mr. Kronsberg is currently a Partner with Keyframe Capital Partners, LP, a firm focused on energy and energy transition as well as distressed investing. He served in various roles at Cyrus Capital Partners, L.P. from 2006 until 2021, including as Principal responsible for certain investments in the financial, shipping and energy sectors. Previously, Mr. Kronsberg worked at Greenhill & Co. as a generalist in its mergers & acquisitions and restructuring departments. He currently serves as a Director of International Seaways, Inc. Mr. Kronsberg has a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania, from which he graduated summa cum laude.

Skills and Qualifications

Mr. Kronsberg’s financial expertise and experience in investing and investment management make him a valuable asset to our Board.

Elaine G. Luria

Age: 48

Director since 2023

Committee:

Governance & Risk

Ms. Luria served as the Representative for Virginia’s Second Congressional District from 2019 until 2023. While in Congress, she served as the Vice Chair of the House Armed Services Committee and as a member of the House Committees on Homeland Security and on Veterans’ Affairs. She also served as a member of the House Select Committee to Investigate the January 6^thattack on the United States Capitol.

In Congress, Ms. Luria championed a strong military, supporting increased defense budgets, emphasizing shipbuilding and improving key capabilities in the Pacific. Ms. Luria was instrumental in the passage of the Promises to Address Comprehensive Toxics Act and was also a consistent voice on advanced nuclear technology. As a member of Congress, Ms. Luria was consistently lauded as one of the most bipartisan legislators and as the “most effective” freshman member of the House.

Before her election, Ms. Luria served two decades in the United States Navy, retiring at the rank of Commander, serving at sea on six ships as a nuclear-trained Surface Warfare Officer, with six deployments to the Middle East and Western Pacific, culminating her Navy career by commanding a combat-ready unit of 400 sailors. Ms. Luria is currently on the board of directors of BAE Systems, Inc., a U.S. subsidiary of BAE Systems Plc, an international defense, aerospace and security company which delivers a full range of products and services for air, land, space and naval forces, since May 2023. Ms. Luria graduated from the U.S. Naval Academy with a Bachelor of Science degree in Physics and History and received a Master’s of Engineering Management degree from Old Dominion University.

Skills and Qualifications

Ms. Luria’s record of experience in Congress and government affairs, as well as naval defense and the shipping industry, make her an excellent candidate for our Board.

Samuel H. Norton

Age: 65

Director since 2014

Mr. Norton was appointed Chief Executive Officer and President of OSG in December 2016. Prior to this appointment, he served as Senior Vice President and President and Chief Executive Officer of OSG’s U.S. Flag Strategic Business Unit from July 2016 and, prior to that, as a non-executive Director on OSG’s Board from 2014 to July 2016. In 2006 Mr. Norton co-founded SeaChange Maritime, LLC, an owner and operator of container ships, and served as its Chairman and Chief Executive Officer. Mr. Norton previously spent 17 years as a senior executive officer at Tanker Pacific Management (Singapore) Pte. Ltd. In 1995, Mr. Norton initiated and led the entry of the Sammy Ofer Group into the container segment and acquired and operated the first container vessels in the group’s fleet. While at Tanker Pacific, Mr. Norton also conceived and started a related business, Tanker Pacific Offshore Terminals, which owns and operates a fleet of floating, offshore oil storage terminals. Prior to joining the Ofer group, Mr. Norton played a lead role in the Asian distressed assets group of the First National Bank of Boston, a position which acquainted him with the shipping industry and the Ofer family. Mr. Norton holds a Bachelor of Arts degree in Chinese Language and Literature from Dartmouth College.

Skills and Qualifications

Mr. Norton’s substantial experience in the shipping industry and his current status as Chief Executive Officer and President of OSG make him a valuable asset to our Board.

John P. Reddy

Age: 71

Director since 2018
Committees:

Audit (Chair)

Governance and Risk

Mr. Reddy is currently a business consultant and private investor. From 2009 until 2017, he served as the Chief Financial Officer of Spectra Energy Corporation, a premier owner and operator of pipeline and midstream energy assets. Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation, the nation’s largest natural gas-only distributor, and in various financial roles with Pacific Enterprises Corporation. He currently serves on the Audit Committee of Hess Midstream LP. Mr. Reddy has also served on the boards of directors of DCP Midstream, LLC (2009 until 2017), Paragon Offshore Plc (2014 until 2017) and PLH Group, Inc. (2018 until 2022). Mr. Reddy is a graduate of the University of California at Los Angeles and holds a Master’s of Business Administration degree from the University of Southern California.

Skills and Qualifications

Mr. Reddy’s extensive experience in the energy sector, financial expertise, as well as service on the boards of other publicly traded companies make him a valuable asset to our Board.

Julie E. Silcock

Age: 68

Director since 2018

Committees:

Compensation (Chair)

Audit

Ms. Silcock is a Partner at CDX Advisors, a tech-enabled investment bank, since June 2020. From 2009 to June 2020, she served as Managing Director and Co-Head of Southwest Investment Banking at Houlihan Lokey. Prior to that, she served as Managing Director and as Founder and Head of Southwest Investment Banking at Citigroup Global Markets, Inc. She currently serves on the boards of, JC Skincare, a privately held beauty company, Goodwill Industries of Dallas, Inc., and the U.S. Ski & Snowboard Foundation, a nonprofit organization that supports winter Olympic athletes. She was formerly on the Boards of MoneyGram International, Inc. (NASDAQ: MGI), a publicly traded fintech company, Q4, Inc. (TSX:QFOR), a leading capital markets communications platform, MESA Airlines Inc. (NASDAQ: MESA), a publicly traded company, and GreenHunter Resources, Inc. (NYSE: GRH), a publicly traded water reclamation company. Ms. Silcock earned her Master’s of Business Administration degree from Stanford Graduate School of Business and holds a Bachelor of Arts degree from Princeton University.

Skills and Qualifications

Ms. Silcock has over 35 years of Capital Markets and M&A experience in the investment banking industry, bringing extensive financial knowledge and experience to the Board. Ms. Silcock also brings to the Board valuable knowledge of strategic considerations including M&A, corporate governance, compensation and similar issues from her current and prior work in investment banking and service on other publicly traded companies’ boards of directors.

The Board recommends a vote “FOR” the election of each of the nominees for director named in this Proxy Statement.

INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE

Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines (the “Guidelines”) to support the effective functioning of the Board and its committees, to promote the interests of all stockholders, and to set expectations as to how the Board, its committees, individual directors and management should perform their functions. The Board believes that the ethics, character, integrity and values of OSG’s directors and senior management remain the most important aspects of quality corporate governance. The Guidelines provide criteria for the selection of directors that include diversity. They are posted on OSG’s website, www.osg.com, and are available in print upon request. Under the Guidelines, each director is expected to attend all Board meetings and all meetings of committees of which the director is a member.

Board Leadership Structure. The Guidelines provide that the Board selects the Chief Executive Officer of OSG and may select a Chairman of the Board in the manner it considers in the best interests of OSG. The Guidelines provide that the Chairman may be a non-management director or the CEO.

OSG currently separates the role of CEO and Chairman, who is currently an independent director. The CEO and the Chairman are in frequent contact with one another and with senior management. They provide advice and recommendations to the full Board for its consideration. They each review in advance the schedule of Board and committee meetings and establish the agenda for each meeting to address the interests and requirements of the stockholders and other stakeholders. The Board believes that the current leadership structure, given the individuals holding the leadership positions, is in the best interests of stockholders.

The Board, through its Governance and Risk Committee, periodically reviews the Board’s leadership structure to determine if it remains appropriate in light of OSG’s specific circumstances and needs, current corporate governance standards, market practices and other factors the Board considers relevant.

Board Refreshment and Tenure. The Governance and Risk Committee identifies and recommends to the Board qualified candidates who possess the qualities determined to be necessary and effective so as to best serve the interests of our stockholders (see the list of criteria summarized above under “Election of Directors”). The Board understands the value of adding directors with fresh perspectives, who possess qualities that will fit with the future strategic direction of OSG. The Governance and Risk Committee conducts robust director succession planning that considers the criteria described above, including diversity, and considers candidates to join our Board. The Guidelines establish an average tenure of no greater than 8 years. Considering average tenure allows OSG to benefit from both the fresh perspective provided by new members of the Board as well as the historical context, perspective, and industry know- how that longer serving directors possess. Currently, the average tenure of our independent directors is 6.57 years.

Independence. Under the Guidelines, which incorporate the standards established by the NYSE, the Board must consist of a majority of independent directors. As determined by the Board, as of the date of this Proxy Statement, all of the nominees other than Mr. Norton have been determined to be independent for purposes of service on the Board. No relationships were identified that would bar any of them from being characterized as independent. The Board also reviews, every quarter, relationships that directors may have with OSG to determine whether there are any material relationships that would preclude a director from being independent.

Executive Sessions of the Board. To facilitate free and open discussion and communication among the directors, the Guidelines provide that directors meet in executive session without management (other than Mr. Norton) present at each regular meeting of the Board, and that at least one executive session is for independent directors only. The non-executive Chairman must chair these executive sessions. Any non-management director can request that an additional executive session limited to independent directors be scheduled.

Board Oversight of Risk Management. While responsibility for managing OSG’s material risks lies with management, the Board provides oversight of risk management directly and through its committees. Each committee reports its activities and considerations to the full Board at every regularly scheduled quarterly meeting. The full Board reviews the risks associated with OSG’s strategic plan at an annual strategic

planning session and periodically throughout the year as part of its consideration of the strategic direction of OSG.

At the committee level, the Audit Committee regularly reviews the financial statements and financial and other internal controls. Further, the Audit Committee schedules private sessions individually with certain members of management, with the internal auditors, and with representatives of the independent registered public accounting firm at the conclusion of scheduled meetings, where aspects of financial risk management are discussed as necessary.

The Governance and Risk Committee manages risks associated with Board independence, corporate governance, and potential conflicts of interest, as well as oversight over non-financial risks associated with OSG’s operations. As part of risk management, the Governance and Risk Committee reviews OSG’s policies and protective measures against risks, such as cybersecurity and environmental matters.

The Human Resources and Compensation Committee (the “Compensation Committee”) annually reviews executive compensation policies and practices, employee benefits, and associated risks. The Compensation Committee conducts annual assessments of any risks associated with OSG’s compensation policies and practices and has concluded that such policies and practices do not, individually or in the aggregate, create risks reasonably likely to have a material adverse impact on OSG.

Both the Audit and Compensation Committees also rely on the advice and counsel of OSG’s independent registered public accountants and independent compensation consultants, respectively, to raise awareness of any risk issues that may arise during their reviews of OSG’s financial statements, audit work and executive compensation policies and practices, as applicable.

Managing risk is an ongoing process inherent in all decisions made by management. OSG has an enterprise risk management program that is designed to ensure that risks are taken knowingly and purposefully. Management is responsible for assessing such risks and related mitigation strategies for all material projects and initiatives of OSG submitted for consideration by the Board. The risk assessment process seeks to identify the primary risks facing OSG and to prioritize these risks, as well as the actions necessary to mitigate and balance these risks.

Meetings of the Board. The Board held four meetings during 2023. Each director attended over 90% of the total number of meetings of the Board and Board committees of which the director was a member.

Annual Meetings of Stockholders. Directors are not required, but are strongly encouraged, to attend the annual meeting in person or telephonically. All directors attended our 2023 Annual Meeting virtually.

Communications with Board Members. Interested parties, including stockholders, may communicate with any director, with the Chairman, or with the non-management directors as a group by sending a letter to the attention of such director, or the non-management directors as a group, as the case may be, in care of OSG’s Corporate Secretary, 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602. The Corporate Secretary opens and reviews such correspondence and forwards it (other than advertisements and other solicitations) to the director(s) most closely associated with the nature of the communication based on Committee membership and other factors.

Code of Business Conduct and Ethics; Other Compliance Policies. OSG has adopted the following policies:

●

A Code of Business Conduct and Ethics, which is an integral part of OSG’s compliance program and embodies the commitment of OSG and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. This Code applies to all of OSG’s officers, directors and employees.

●

An Insider Trading Policy that prohibits OSG’s directors and employees from purchasing or selling securities of OSG while in possession of material non-public information or otherwise using such information for their personal benefit.

●

An Anti-Bribery and Corruption Policy that memorializes our commitment to adhere faithfully to both the letter and spirit of all applicable anti-bribery legislation in the conduct of OSG’s business activities worldwide.

●

A human rights statement, which can be found on OSG’s website.

The Code of Business Conduct and Ethics, the Insider Trading Policy and the Anti-Bribery and Corruption Policy are posted on OSG’s website, www.osg.com, and are available in print upon request.

Prohibition Against Hedging and Pledging. OSG’s Insider Trading Policy prohibits OSG’s directors, officers, significant stockholders, and certain other OSG personnel from hedging any securities of OSG, including by investing in options, puts, calls, short sales, future contracts, or other derivative instruments relating to OSG securities, regardless of whether such persons have material non-public information about OSG. Our Insider Trading Policy also prohibits all of OSG’s directors, officers, employees, and significant stockholders from pledging OSG securities. In addition, our Non-Employee Director Incentive Compensation Plan and Incentive Compensation Plan for Management prohibit incentive awards from being pledged.

Other Directorships and Significant Activities. OSG values the experience directors bring from other boards of directors on which they serve but recognizes that board service presents significant demands on a director’s time and availability and may present conflicts and legal issues. The Guidelines provide that non-management directors refrain from serving on the boards of directors of more than four publicly traded companies (other than OSG or a company in which OSG has a significant equity interest) absent special circumstances. A member of the Audit Committee may not serve on more than two other audit committees of publicly traded companies.

The Guidelines require the CEO and other members of senior management to receive the approval of the Governance and Risk Committee before accepting any outside board membership. The Guidelines prohibit the CEO from serving on the board of directors of more than one publicly traded company (other than OSG or a company in which OSG has a significant equity interest).

If a director’s principal occupation or business association changes substantially, that director is required by the Guidelines to inform the Chair of the Governance and Risk Committee of the change and offer to resign from the Board. In such case, such Committee must recommend to the Board the action, if any, to be taken with respect to the offer of resignation, taking into account the appropriateness of continued Board membership.

Committees

The Board has three standing committees: the Audit Committee, the Governance and Risk Committee, and the Compensation Committee. Each of these committees has a charter that is posted on OSG’s website, www.osg.com, and is available in print upon request.

Audit Committee. The Audit Committee is required to have no fewer than three members, all of whom must be and are independent directors in accordance with SEC and NYSE rules, as well as under the standards set forth in the Guidelines. During its current term, the Committee consisted of Mr. Reddy (Chair), Ms. DeLaet and Ms. Silcock. The Board affirmatively determined that each member of the Committee was independent and qualified as an audit committee financial expert, both as defined by rules of the SEC and NYSE. The Audit Committee met eight times in 2023. The Committee meets frequently in executive session, without any members of management present, to confer with the independent registered public accounting firm and internal auditors. It also meets separately with executive management.

The Audit Committee oversees OSG’s accounting, financial reporting process, internal controls, and audits and consults with management, internal auditors, and our independent registered public accounting firm on, among other things, matters related to the annual audit, the accounting principles applied to the financial statements, and the oversight of financial risk associated with OSG’s operations.

The Audit Committee retains OSG’S independent registered public accounting firm, subject to stockholder ratification (although the stockholder vote is not binding). The Committee may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time if it determines that such an appointment would be in the best interests of OSG and our stockholders. The Committee maintains direct responsibility for the compensation and oversight of the independent registered public accounting firm and evaluates its qualifications, performance, and independence.

The Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm.

Governance and Risk Committee. The Governance and Risk Committee is required to have no fewer than three members, all of whom must be and are independent directors under the standards set forth in the Guidelines. During its current term, the Committee consisted of Ms. DeLaet (Chair), Ms. Luria, and Mr. Reddy. The Board affirmatively determined that each member of the Committee was independent. The Governance and Risk Committee met four times in 2023.

The Governance and Risk Committee evaluates prospective nominees for election to the Board who are identified or referred by other Board members, management, stockholders or external sources and all self-nominated candidates, and recommends to the Board those individuals the Committee believes are best qualified to serve on the Board. The Committee will consider recommendations for director nominees from stockholders made in writing to the following address: Corporate Secretary, Overseas Shipholding Group, Inc., 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602.

The Committee uses the same criteria for evaluating candidates nominated by stockholders and self-nominated candidates as it does for those proposed by other Board members, management, and search consultants. This Committee also reviews and recommends to the Board changes to the Guidelines and leads the annual review of the Board’s performance.

The Governance and Risk Committee provides oversight over non-financial risks associated with OSG’s operations, including environmental, social, and governance strategies, policies and practices, cybersecurity risk mitigation, as well as our vessels’ adherence to environmental and regulatory requirement.

Compensation Committee. The Compensation Committee is required to have no fewer than three members, all of whom must be and are independent directors under the standards set forth in the Guidelines. During its current term, the Compensation Committee consisted of Ms. Silcock (Chair), Mr. Kronsberg and Mr. Taylor. The Board affirmatively determined that each member of the Committee was independent under applicable rules of the NYSE, SEC, and Internal Revenue Code. The Compensation Committee met five times in 2023.

The Compensation Committee establishes, oversees, and carries out OSG’s compensation philosophy and strategy, and assesses compensation-related risks. It implements the Board’s responsibilities relating to the compensation of our executive officers and seeks to ensure that they are compensated in a manner consistent with the philosophy and competitive with its peers. This Committee monitors and oversees the preparation of the section entitled “Compensation Discussion and Analysis” for inclusion in OSG’s annual proxy statements.

Related Party Transactions

Our Code of Business Conduct and Ethics requires all directors, officers, and employees who may have an actual or potential conflict of interest to disclose fully all the relevant facts to OSG’s legal department any time they arise. Any proposed transaction or relationship that could pose a potential conflict is carefully reviewed, with those determined to be related party transactions reported to the Board for consideration. If the related party is a director, that director will not participate in the consideration. In deciding whether to approve the proposed related party transaction, the Board will determine whether the transaction is on terms that could be obtained in an arm’s length transaction with an unrelated third party and if the transaction is in the best interest of the stockholders and OSG. If the related party transaction is not on such terms, it will not be approved. In addition, every quarter, our Corporate Secretary determines whether any related party transactions have occurred and reports the findings to the Audit Committee. In addition to this reporting requirement, in order to affirmatively seek to identify related party transactions, each year we require our directors and executive officers to complete questionnaires identifying any transactions with OSG in which the director or officer has an interest. There were no related party transactions in 2023.

In addition, each quarter we monitor transactions between the Company with stockholders that own more than 5% of OSG’s shares and report these transactions to the Audit Committee. In 2023, OSG made payments aggregating $145,472 to subsidiaries of Saltchuk Resources, Inc., a holder of more than 5% of OSG’s Class A Common Stock, for port expenses, tug assist services, and the purchase of lube oil. These payments were made in the ordinary course of business and were on terms comparable to similar transactions with unaffiliated parties.

DIRECTOR COMPENSATION

Our non-employee directors receive annual cash retainers, with additional annual cash retainers for service as a committee member or chair or for services as Board Chair. In addition, each non-employee director receives an annual award of restricted stock units, or RSUs, under the Non-Employee Director Incentive Compensation Plan (the “Director Plan”), which permits the grant of various types of equity- based awards to directors. Directors receive an annual grant of time-based RSUs on the date of each annual meeting, with the number of RSUs being equal to the value shown in the table below divided by our closing stock price on the date of grant. No additional fees are paid for attendance at any Board or committee meetings.

For 2023, the following sets forth the annual cash retainers and RSU values for our non-employee directors:

Board Position	Annual cash retainer ($)	Annual RSU awards ($)
Board membership (non-management directors only)	75,000	100,000
Board Chair	120,000	150,000
Audit Committee Chair	18,000	n/a
Audit Committee member	9,000	n/a
Compensation Committee Chair	14,000	n/a
Compensation Committee member	8,000	n/a
Governance and Risk Committee Chair	14,000	n/a
Governance and Risk Committee member	8,000	n/a

The following table shows the total compensation paid to the non-employee directors during 2023:

Name	Retainers earned or Paid in Cash ($)⁽¹⁾	Stock Awards FMV ($)⁽²⁾	Total ($)
Rebecca K. DeLaet	90,000	100,000	190,000
Joseph I. Kronsberg	78,500	100,000	178,500
Elaine G. Luria	41,500	100,000	141,500
Anja L. Manuel⁽³⁾	43,500	0	43,500
John P. Reddy	92,000	100,000	192,000
Julie E. Silcock	92,500	100,000	192,500
Gary E. Taylor	78,000	100,000	178,000
Douglas D. Wheat	117,500	150,000	267,500


	(1)	Consists of annual retainers for Board and, if applicable, Committee service.
	(2)	On June 15, 2023, we granted to our non-employee directors time-based RSUs scheduled to vest on June 15, 2024, subject to the continued service of each director. As our Chairman, Mr. Wheat received a grant of 39,200 time-based RSUs. Each other non-employee director received a grant of 26,100 time-based RSUs.
	(3)	Ms. Manuel retired from the board in June, 2023.

OSG encourages stock ownership by directors in order to align their interests with those of our stockholders. To further stock ownership by directors, the Board believes that regular grants of equity compensation should be a significant component of director compensation.

The Board has in place stock ownership guidelines for non-employee directors. Under the stock ownership guidelines, each non-employee director is expected, within five years of becoming a director, to own shares of OSG’s Class A Common Stock with a market value equal to at least three times the annual cash retainer for Board service. The directors are in compliance with these guidelines.

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the compensation program for 2023 for individuals who served as executive officers and who are listed in the Summary Compensation Table below (collectively, the “Named Executive Officers” or “NEOs”) for 2023. Those NEOs for 2023 are:

Name	Position
Mr. Samuel H. Norton	President, Chief Executive Officer and Director
Mr. Richard L. Trueblood	Vice President and Chief Financial Officer
Mr. Patrick J. O’Halloran	Vice President and Chief Operations Officer
Mr. Damon M. Mote	Vice President and Chief Administrative Officer
Ms. Susan M. Allan	Vice President, General Counsel and Corporate Secretary

For more information about our NEOs, see Item 1. “Directors, Executive Officers, and Corporate Governance in our 2023 Form 10-K. The Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee” or “Committee”) is responsible for overseeing the compensation arrangements applicable to our NEOs.

Executing on Strategy: Our 2023 Performance

The compensation program for 2023 was designed by the Compensation Committee to incentivize our executives to achieve the Company’s strategic and operational goals and was heavily weighted on performance-based measures. The performance measures for our 2023 compensation program were set by the Committee at a period in which the Company’s business was reacting to the volatility and uncertainties in world oil markets caused by the war in Ukraine and when the Company was continuing its rebound from the lingering impacts of the COVID-19 pandemic. During 2023, the Company maintained its focus and successfully executed its strategy of achieving longer-term charters at profitable rates, enabling us to meet or exceed our financial targets while seeking to achieve the highest standards in protecting the environment and ensuring the health and safety of all of our employees.

Say-on-Pay Results - Consideration of Stockholder Feedback

At our 2023 annual meeting of stockholders, 99.57% of the votes cast on our say-on-pay proposal were voted in favor of our executive compensation program. We believe that this level of support reflects our stockholders’ belief that our compensation program is effective and reasonable.

Summary of the 2023 Compensation Program

The 2023 compensation program mirrored the structure and metrics used in previous years. The Compensation Committee determined that the elements of the program remained consistent with the Company’s philosophy and would appropriately motivate the executive officers. The annual incentive compensation program continued using the objective, performance-based metrics of free cash flow (“FCF”) and selling, general and administrative (“SG&A”) costs measured over a one-year performance period. The long-term equity grants also continued with a mix of time-based and performance-based grants using relative total shareholder return (“TSR”) and return on invested capital (“ROIC”) performance metrics.

The following table is the mix of compensation approved by the Compensation Committee for the 2023 compensation program:

		Short-Term Incentives	Long-Term Incentives
NEOs	2023 Base Salary	Annual Cash Incentives as a % of salary	Annual Equity Grants as a % of salary
Samuel H. Norton	$446,250	100%	250%
Richard L. Trueblood	$341,250	80%	100%
Patrick J. O’Halloran	$315,000	80%	100%
Damon M. Mote	$309,750	80%	100%
Susan M. Allan	$299,250	80%	75%

OUR COMPENSATION PRINCIPLES, COMPONENTS AND PRACTICES

Our Executive Compensation Philosophy and Practices

We believe that a well-designed compensation program is a powerful tool to attract, motivate, retain and reward top executive and managerial talent and that it should also align the interests of our executive officers with those of our stockholders. We have structured our compensation program to drive and support these objectives:

*Overall* *Objectives*	–	Attract, motivate, retain and reward highly talented executive officers and managers, whose leadership and expertise are critical to our overall growth and success
	–	Align the interests of our executive officers with those of our stockholders
	–	Support the long-term retention of OSG’s executive officers to maximize continuity of management and overall effectiveness
	–	Compensate each executive officer within the range of competitive practice (1) within the marketplace for talent in which we operate; (2) based upon the scope and impact of his or her position a

SEC Form DEF 14A filed by Overseas Shipholding Group Inc.