Item 6 Directors, Senior Management and Employees
A. Directors and Senior Management
Set forth below are the names, ages and positions of our directors and executive
officers. Our board of directors is elected annually on a staggered basis, and
each director elected holds office for a three year term. Officers are appointed
from time to time by our board of directors and hold office until a successor is
appointed or their employment is terminated.
Name Age Position
---- --- --------
Simeon Palios 63 Class I Director, Chief Executive Officer
and Chairman
Anastassis Margaronis 49 Class I Director and President
Ioannis Zafirakis 33 Class I Director, Vice President and
Secretary
Konstantinos Koutsomitopoulos 37 Chief Financial Officer and Treasurer
Evangelos Monastiriotis 54 Chief Accounting Officer
William (Bill) Lawes 61 Class II Director
Konstantinos Psaltis 66 Class II Director
Boris Nachamkin 71 Class III Director
Apostolos Kontoyannis 56 Class III Director
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The business address of each officer and director is the address of our
principal executive offices, which are located at Pendelis 16, 175 64 Palaio
Faliro, Athens, Greece.
Biographical information with respect to each of our directors and executive
officers is set forth below.
Simeon P. Palios has served as our Chief Executive Officer and Chairman since
February 21, 2005 and as a Director since March 9, 1999. Mr. Palios also serves
as an employee of DSS. Prior to November 12, 2004, Mr. Palios was the Managing
Director of Diana Shipping Agencies S.A. and performed on our behalf the
services he now performs as Chief Executive Officer. Since 1972, when he formed
Diana Shipping Agencies, Mr. Palios has had the overall responsibility of our
activities. Mr. Palios has 38 years experience in the shipping industry and
expertise in technical and operational issues. He has served as an ensign in the
Greek Navy for the inspection of passenger boats on behalf of Ministry of
Merchant Marine and is qualified as a naval architect and engineer. Mr. Palios
is a member of various leading classification societies worldwide and he is a
member of the board of directors of the United Kingdom Freight Demurrage and
Defense Association Limited. He holds a bachelors degree in Marine Engineering
from Durham University.
Anastassis C. Margaronis has served as our President and as a Director since
February 21, 2005. Mr. Margaronis also serves as an employee of DSS. Prior to
February 21, 2005, Mr. Margaronis was employed by Diana Shipping Agencies S.A.
and performed on our behalf the services he now performs as President. He joined
Diana Shipping Agencies in 1979 and has been responsible for overseeing our
insurance matters, including hull and machinery, protection and indemnity and
war risks cover. Mr. Margaronis has 25 years of experience in shipping,
including in ship finance and insurance. He is a member of the Governing Council
of the Greek Shipowner's Union. He holds a bachelors degree in Economics from
the University of Warwick and a master's degree from the Wales Institute of
Science and Technology.
Ioannis G. Zafirakis has served as our Vice President and Secretary since
February 21, 2005 and as a Director since March 9, 1999. Mr. Zafirakis also
serves as an employee of DSS. Prior to February 21, 2005, Mr. Zafirakis was
employed by Diana Shipping Agencies S.A. and performed on our behalf the
services he now performs as Vice President. He joined Diana Shipping Agencies
S.A. in 1997 where he held a number of positions in its finance and accounting
department. He holds a bachelors degree in Business Studies from City University
Business School in London and a master's degree in International Transport from
the University of Wales in Cardiff.
Konstantinos Koutsomitopoulos has served as our Chief Financial Officer and
Treasurer since February 21, 2005, during which time he has been responsible for
overseeing our accounting and finance matters. Prior to becoming our Chief
Financial Officer, Mr. Koutsomitopoulos provided similar services to us since
joining our Company in October 2004. Mr. Koutsomitopoulos also serves as an
employee of our DSS. Having a family background in shipping, Mr.
Koutsomitopoulos joined Pegasus Shipping Inc., a reporting company in the United
States, in 1992. From 1997 to 2002, Mr. Koutsomitopoulos was responsible for
chartering, sales and purchasing and assisting in financing activities of the
company, holding the positions of Chief Executive Officer and, subsequently,
Director. Prior to joining our Company in 2004, Mr. Koutsomitopoulos served as
an independent financial adviser, primarily serving members of the shipping
industry. He has 15 years of experience in shipping and in particular shipping
finance. Mr. Koutsomitopoulos graduated from the University of Athens in 1989
with a bachelor's degree in Economics and from City University Business School
in London in 1991 with a master's degree in Shipping, Trade and Finance.
Evangelos Monastiriotis has served as our Chief Accounting Officer, pursuant to
his employment with DSS, since February 21, 2005. Mr. Monastiriotis joined the
accounting department of our fleet manager in 1980 and has been responsible for
the preparation of its financial statements. Prior to 1980, Mr. Monastiriotis
was employed by the Piraeus branch of Moore Stephens & Co., Chartered
Accountants. In 1998, he was elected Vice-President of the Economic Chamber of
Greece. Mr. Monastiriotis graduated from the Economic University of Athens in
1974 with a bachelor's degree in Economics and Business Administration.
William (Bill) Lawes has agreed to serve as a Director and the Chairman of our
Audit Committee effective as of the closing of our initial public offering in
March 2005. Mr. Lawes served as a Managing Director and a member of the Regional
Senior Management Board of JPMorgan Chase (London) from 1987 until 2002. Prior
to joining JPMorgan Chase, he was Global Head of Shipping Finance at Grindlays
Bank. Mr. Lawes is currently a member of the International Maritime Industries'
Forum. Mr. Lawes is qualified as a member of the Institute of Chartered
Accountants of Scotland.
Konstantinos Psaltis has agreed to serve as a Director effective as of the
closing of our initial public offering in March 2005. Since 1981, Mr. Psaltis
has served as Managing Director of Ormos Compania Naviera S.A., a company that
specializes in operating and managing multipurpose container vessels. Prior to
joining Ormos Compania Naviera S.A., Mr. Psaltis simultaneously served as a
technical manager in the textile manufacturing industry and as a shareholder of
shipping companies managed by M.J. Lemos. From 1961 to 1964, he served as ensign
in the Royal Hellenic Navy. Mr. Psaltis is a member of the Germanischer Lloyds
Hellas Committee. He holds a degree in Mechanical Engineering from Technische
Hochschule Reutlingen & Wuppertal and a bachelor's degree in Business
Administration from Tubingen University in Germany.
Boris Nachamkin has agreed to serve as a Director and as a member of our
Compensation Committee effective as of the closing of our initial public
offering in March 2005. Mr. Nachamkin was with Bankers Trust Company, New York,
for 37 years, from 1956 to 1993 and was posted to London in 1968. Upon
retirement in 1993, he acted as Managing Director and Global Head of Shipping at
Bankers Trust. Mr. Nachamkin was also the UK Representative of Deutsche Bank
Shipping from 1996 to 1998 and Senior Executive and Head of Shipping, based in
Paris, for Credit Agricole Indosuez between 1998 and 2000. Previously, he was a
Director of Mercur Tankers, a company which was listed on the Oslo Stock
Exchange, and Ugland International, a shipping company. He also serves as
Managing Director of Seatrust Shipping Services Ltd., a private consulting firm.
Apostolos Kontoyannis has agreed to serve as a Director and as the Chairman of
our Compensation Committee and a member of our Audit Committee effective as of
the closing of our initial public offering in March 2005. Since 1987, Mr.
Kontoyannis has been the Chairman of Investments and Finance Ltd., a financial
consultancy firm he founded, that specializes in financial and structuring
issues relating to the Greek maritime industry, with offices in Piraeus and
London. He was employed by Chase Manhattan Bank N.A. in Frankfurt (Corporate
Bank), London (Head of Shipping Finance South Western European Region) and
Piraeus (Manager, Ship Finance Group) from 1975 to 1987. Mr. Kontoyannis holds a
bachelors degree in Finance and Marketing and an M.B.A. in Finance from Boston
University.
B. Compensation
The aggregate compensation paid to members of our senior management was $0 for
the year ended December 31, 2004. We did not pay any benefits in 2004. We do not
have a retirement plan for our officers or directors. Non-employee directors
receive annual fees in the amount of $40 thousand plus reimbursement of their
out-of-pocket expenses. Each non-executive serving as chairman or member of the
committees receives annual fees of $20 thousand and $10 thousand, respectively,
plus reimbursement of their out-of-pocket expenses.
C. Board Practices
The term of our Class I directors expires in 2006, the term of our Class II
directors expires in 2007 and the term of our Class III directors expires in
2008. Our Class II and Class III directors have agreed to serve as directors
effective as of the closing of the initial public offering.
In March 2005, we established an Audit Committee comprising of two board members
who will be responsible for reviewing our accounting controls and recommending
to the Board of Directors the engagement of our outside auditors. Each member is
an independent director. The members of the Audit Committee are Mr. William
Lawes (Chairman) and Mr. Apostolos Kontoyannis.
In addition, we established a Compensation Committee comprising of two members,
which are responsible for establishing executive officers' compensation and
benefits. The members of the Compensation Committee are Mr. Apostolos
Kondoyannis (Chairman) and Mr. Boris Nachamkin.
Finally, we established an Executive Committee to have authority to negotiate
purchases of vessels, related financing and entry into time charters during
periods between the meetings of the full Board. The establishment of the
Executive Committee will enable the Company to function with respect to such
transactions while the Board is not in session. The members of the Executive
Committee are Mr. Simeon Palios (Chairman), Mr. Anastassis Margaronis and Mr.
Ioannis Zafirakis.
D. Employees
We have entered into employment agreements with each of Mr. Palios, Mr.
Margaronis, Mr. Zafirakis and Mr. Koutsomitopoulos for work performed in Greece
and separate consulting agreements with companies owned by each of them for work
performed outside of Greece.
Although we had no shoreside employees from 2001 through 2004, our fleet manager
has informed us of the number of persons employed by it that were dedicated to
managing our fleet. The following table presents the average number of shoreside
personnel that were employed by our fleet manager on our behalf and the number
of seafaring personnel employed by our vessel owning subsidiaries during the
periods indicated.
Year Ended December 31,
2002 2003 2004
Shoreside 26 28 28
Seafaring 83 130 159
Total 109 158 187
E. Share Ownership
With respect to the total amount of common stock owned by all of our officers
and directors, individually and as a group, see Item 7 "Major Shareholders and
Related Party Transactions".
We have adopted an equity incentive plan, to which we refer as the plan, which
entitles our officers, key employees and directors to receive options to acquire
our common stock. A total of 2,800,000 shares of common stock was reserved for
issuance under the plan. The plan is administered by our board of directors.
Under the terms of the plan, our board of directors will be able to grant new
options exercisable at a price per share to be determined by our board of
directors. Under the terms of the plan, no options will be exercisable until at
least two years after the closing of our initial public offering. Any shares
received on exercise of the options will not be able to be sold until three
years after our initial public offering. All options will expire 10 years from
the date of grant. The plan will expire in March, 2015.
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