John Fredriksen’s nomination to the International Seaways board has already handed in a resignation letter to make sure he stays loyal.
Kristian Johansen was one of two nominees announced last week by the New York-listed tanker owner after negotiations with Fredriksen’s Seatankers Group following months of hostile comments from both sides.
The letter from Johansen, chief executive of Norwegian seismic survey vessel charterer TGS, is “conditional” and can be used to remove him should he be found to be acting against management interests.
“In connection with his nomination, Mr Johansen has delivered an irrevocable conditional letter of resignation to the board,” Seaways said in a filing.
Johansen has agreed to resign if a “Seatankers opposition event” occurs, including any member of Seatankers becoming “adverse” to the shipowner.
The nominee said in the letter that he would quit following a decision by a board majority that he had breached the conditions.
Causes for removal include soliciting proxies or advising on votes relating to company securities.
The director is also barred from making or encouraging any tender or exchange offer relating to a merger, consolidation, acquisition, asset sale or other corporate measures.
Other adverse actions include calling a shareholder meeting to remove any other board members or seeking to influence a change of management control on behalf of Seatankers.
There can also be no public statement criticising or slandering Seaways, unless in response to a similar statement made by Seaways about Seatankers.
Kronsberg calls it a day
Seaways also said director Joseph Kronsberg will retire after the annual general meeting expected in June.
He has been a board member since 2016 and is a partner at Keyframe Capital Partners.
Seaways said last week that Johansen will bring extensive board and executive-level experience from the global energy markets that are critical to the company.
“Kristian’s nomination reflects collaborative discussions with representatives of Seatankers and our ongoing commitment to refreshing our board with additional skills and expertise that complement those of our existing directors,” chairman Douglas Wheat said.
Johansen was previously tapped by Fredriksen to sit on the board at drillship company Valaris after his Famatown Finance took a 5% stake in 2021.
Fredriksen has about 16% in Seaways, buying in shortly after he announced the failed $4.2bn merger deal with Euronav.
The tycoon then went on to criticise Seaways, saying it paid executives too much.
Seaways introduced a “poison pill” provision to prevent a takeover bid by ensuring such a move would trigger a dilution of Fredriksen’s shares.
The second new nomination is Darron Anderson, the current chief executive at Stallion Oilfield Holdings after having held the same position at Ranger Energy Services.
