Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Kevin Mahony, a director of Genco Shipping & Trading Limited (the
"Company") designated by certain investment funds affiliated with Centerbridge
Partners L.P. (the "Investors") resigned as a director effective May 27, 2021.
Mr. Mahony's resignation was in accordance with the previously reported Letter
Agreement between the Company and the Investors of March 22, 2021, which
contemplated the resignation of one of the Investors' board designees from the
Board if the Investors ceased to beneficially own at least 15% of the
Company's total outstanding common stock. On May 25, 2021, the Investors
reported sales of the Company's common stock that decreased their beneficial
ownership below such threshold.
On May 29, 2021, the Company's Board appointed John C. Wobensmith as a director
of the Company to fill the vacancy on the Board resulting from Mr. Mahony's
resignation. Mr. Wobensmith, age 50, has served as our Chief Executive Officer
since March 23, 2017 and our President since December 19, 2014. Mr. Wobensmith
has significant experience in managing all aspects of a drybulk shipping company
including commercial, technical and finance. During his tenure with the Company
he has led the transformation of its commercial operating platform and the
development of its new comprehensive value and capital allocation strategy. From
April 2005 until his appointment as President, he served as our Chief
Financial Officer and Principal Accounting Officer. He also served as a director
of Ultrapetrol (Bahamas) Limited, a marine transportation company, from 2016 to
2017. Mr. Wobensmith has over 25 years of experience in the shipping industry.
Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior
Vice President with American Marine Advisors, Inc., an investment bank focused
on the shipping industry. While at American Marine Advisors,
Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund
management, debt placement and equity placement in the shipping industry. From
1993 through 2000, he worked in the international maritime lending group of The
First National Bank of Maryland, serving as a Vice President from 1998.
Mr. Wobensmith has a bachelor's degree in economics from St. Mary's College of
Maryland. He also was appointed by the Governor of Maryland and currently serves
on the Board of Trustees and as Treasurer of the Board at St. Mary's College
of Maryland. As a result of these and other professional experiences, the
Company believes Mr. Wobensmith possesses knowledge and experience regarding the
Company, the shipping industry, finance, and general business matters that
strengthen the Board's collective qualifications, skills and experience.
The term of Mr. Wobensmith as a director expires at the Company's 2022 Annual
Meeting of Shareholders. Mr. Wobensmith is compensated as the Company's Chief
Executive Officer and President and will not receive additional compensation for
his service as a director. As an executive officer of the Company, he is
eligible for cash bonus compensation under the Company's Annual Incentive Plan
as well as equity awards under the Company's 2015 Equity Plan, as amended to
date, as described under the heading "Executive Compensation" in the definitive
proxy statement of the Company filed with the U.S. Securities and Exchange
Commission on April 2, 2021, which information is incorporated herein by
reference.
Mr. Wobensmith is not a party to any transaction with the Company that would
require disclosure under Item 404(a) of Securities and Exchange Commission
Regulation S-K or any arrangement or understanding with any other person
pursuant to which he was selected as a director.
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