Eagle Bulk Shipping chief executive Gary Vogel won’t have a role in things after Greece’s Star Bulk Carriers takes over his outfit, but he will have a fatter wallet.
Vogel is set to walk away with a $9m pay package if the Star combination comes off as planned later this quarter, according to a recent filing with US securities regulators.
While just over $2m is to come in cash severance, the largest portion at $6.6m is the result of restricted stock held by the chief executive that will be eligible for accelerated vesting as a result of a change of control within the company.
The merger parties have made clear since the original announcement in December that Vogel would not have a place in the combined company, which will be led by existing Star management under the direction of chief executive Petros Pappas.
Vogel is one of only two officers in senior management whose deal-related compensation is broken down in the public filing. The other is chief financial officer Costa Tsoutsoplides, who is to receive about $3.4m in total.
Tsoutsoplides is to receive about $1.8m in cash severance and $1.3m in equity awards, bonuses and dividends.
Tsoutsoplides is also staying on as a special advisor to Star under a six-month contract following the closing of the combination.
The all-stock merger worth about $500m creates the largest US-listed dry bulk company, with a fleet that is 97% fitted with exhaust gas scrubbers that allow vessels to burn less expensive high sulphur fuel oil.
The surviving Star will boast a fleet of 169 bulkers and a market capitalisation of around $2.1bn.
Under the terms of the deal, each holder of an Eagle share will receive 2.6211 Star shares, with the $52.60 price paid at a 17% premium to Eagle’s closing price of $44.85 per share at the announcement.
Star holders will control about 71% of the combined company and Eagle the remaining 29%.
Vogel, 58, came to the Eagle CEO job in 2015 following a 16-year stint at Denmark’s Clipper Group in which he rose to chief executive.
Strained relationship
Vogel was recruited after an increasingly strained relationship developed between the Eagle board and the founding CEO, Sophocles Zoullas, in a time following the outfit’s emergence from a Chapter 11 bankruptcy reorganisation.
Despite quickly facing another collapse in the dry bulk market and a need for more financial restructuring, Vogel led a revamp of the company that saw it renew and expand its fleet of supramax and ultramax bulkers and switch to an active trading-operating model.
While there are no immediate indications of Vogel’s plans, finance and dry bulk sources say he will likely be an attractive candidate to head up another bulker operation, given his track record and reputation as a trusted steward of capital.
Tsoutsoplides is a holdover from the original Eagle, having joined the company in 2010. He worked his way through the ranks, rising to chief strategy officer in November 2021 and then succeeding Frank De Costanzo as CFO in December 2022.
