EXECUTIVE OFFICERS

The following table provides information about the executive officers of Teekay Tankers.

Name

Age

Position

Kevin Mackay

52 President and Chief Executive Officer

Stewart Andrade

49 Chief Financial Officer

Kevin Mackay

Mr. Mackay was appointed as President and Chief Executive Officer of Teekay Tankers Ltd. in 2014 and leads a global network of commercial offices in Asia, Europe and North America, with the responsibility of marketing Teekay's fleet of conventional tankers. Mr. Mackay joined Teekay Tankers Ltd. from Phillips 66, where he headed the global marine business unit and was responsible for all aspects of marine transportation, including chartering, operations, demurrage, strategy and freight trading, business improvement and marine risk management. He held a similar role as the General Manager, Commercial Marine, at ConocoPhillips from 2009 to 2012 before the formation of Phillips 66. Mr. Mackay started his career working for Neptune Orient Lines in Singapore from 1991 to 1995. He then joined AET Inc. Limited (AET) (formerly American Eagle Tankers Inc.) in Houston, where he ultimately was the Regional Director - Americas, Senior Vice President, responsible for AET's business in the Americas. Mr. Mackay holds a B.Sc. (Econ) Honours from the London School of Economics & Political Science.

Stewart Andrade

Mr. Andrade was appointed as Chief Financial Officer of Teekay Tankers Ltd. in 2017. He joined Teekay in 2002 and has worked in a variety of roles and has been responsible for executing a number of strategic transactions, including acquisitions and the establishment of joint ventures, to grow Teekay Tankers Ltd. into one of the world's leading tanker companies. Mr. Andrade is also responsible for Strategy and Business Development for Teekay's tanker business, a role he has held since 2015. Prior to joining Teekay, Mr. Andrade worked in Ernst and Young's consulting practice providing advisory services to a variety of Canadian and international organizations. Mr. Andrade is a Canadian Chartered Professional Accountant.

Executive Compensation

As Teekay Tankers' executive officers are employees of Teekay Corporation, their compensation is set and generally paid by Teekay Corporation, and Teekay Tankers reimburses Teekay Corporation for time spent by its officers on its management matters. For 2020, Teekay Tankers reimbursed Teekay Corporation $1.893 million for time spent by Teekay Tankers' executive officers on management matters pursuant to the Management Agreement, and Teekay Tankers paid an additional $0.631 million in the aggregate to the executive officers directly. In 2020, Teekay Tankers granted awards of 13,125 Restricted Stock Units (RSUs) to Teekay Tankers' executive officers under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan. The RSUs vest and become payable with respect to one-third of the shares on each of the first three anniversaries of the grant date and accrue dividends from the date of the grant to the date of vesting that are payable in additional shares. For each RSU that vests, the executive officer is entitled to receive one share of Class A common stock plus any reinvested dividends from the date of the grant to the date of vesting. Teekay Tankers' Annual Report on Form 20-F for the year ended December 31, 2020, as filed with the SEC on April 1, 2021, is hereby incorporated by reference.

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PRINCIPAL AUDITOR FEES AND SERVICES

Our principal accountant for 2019 and 2020 was KPMG LLP, Chartered Accountants. The following table shows the fees Teekay Tankers paid or accrued for audit services provided by KPMG LLP.

Fees (in thousands of U.S. dollars) 2019 2020

Audit Fees (1)

588 646

Audit-Related Fees (2)

- 7

Tax Fees (3)

11 -

Total

599 653
(1)

Audit fees represent fees for professional services provided in connection with the audit of our consolidated financial statements, review of our quarterly consolidated financial statements, as well as other professional services in connection with the review of our regulatory filings.

(2)

For 2020, audit-related fees consisted of attestation services for regulatory requirements.

(3)

For 2019, tax fees principally included corporate tax compliance fees.

No other services were provided to Teekay Tankers by the auditors during 2019 or 2020.

The Audit Committee of the Board of Directors has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and any associated fees. Engagements for proposed services either may be separately pre-approved by the Audit Committee or entered into pursuant to detailed pre-approval policies and procedures established by the Audit Committee, as long as the Audit Committee is informed on a timely basis of any engagement entered into on that basis. The Audit Committee separately pre-approved all engagements and fees paid to our principal accountants in 2019 and 2020.

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REPORT OF THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

The Audit Committee assists the Board in fulfilling its responsibilities for oversight of:

the integrity of Teekay Tankers' consolidated financial statements;

Teekay Tankers' compliance with legal and regulatory requirements;

the independent auditors' qualifications and independence; and

the performance of Teekay Tankers' internal audit function and independent auditors.

The Audit Committee manages Teekay Tankers' relationship with its internal auditors and its independent auditors, who both report directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from Teekay Tankers for such advice and assistance.

Teekay Tankers' management has primary responsibility for preparing Teekay Tankers' consolidated financial statements and Teekay Tankers' financial reporting process. Teekay Tankers' independent auditors, KPMG LLP, are responsible for expressing an opinion on the conformity of Teekay Tankers' audited consolidated financial statements with accounting principles generally accepted in the United States.

In this context, the Audit Committee reports as follows:

1.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for 2020 with Teekay Tankers' management.

2.

The Audit Committee has discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended or modified.

3.

The Audit Committee has received the letter and written disclosures from the independent auditors required by the Public Company Accounting Oversight Board and has discussed the matter of independence with the independent auditors.

4.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee has recommended to the Board, and the Board has approved, that Teekay Tankers' audited consolidated financial statements be included in Teekay Tankers' Annual Report on Form 20-F for 2020, for filing with the SEC.

The undersigned members of the Audit Committee have submitted this Report to the Board.

Sai W. Chu, Chair

Richard T. du Moulin

David Schellenberg

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Teekay Tankers Ltd. published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 19:12:55 UTC.