CAPITAL STOCK AND STOCK COMPENSATION	6 Months Ended
Jun. 30, 2020
CAPITAL STOCK AND STOCK COMPENSATION [Abstract]
CAPITAL STOCK AND STOCK COMPENSATION	Note 11 — Capital Stock and Stock Compensation: The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation. Such fair value method requires share-based payment transactions to be measured according to the fair value of the equity instruments issued. Effective June 22, 2020, INSW adopted new incentive compensation plans and reserved an additional 1,400,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers, and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. Director Compensation - Restricted Common Stock The Company awarded a total of 57,317 restricted common stock shares during the six months ended June 30, 2020 to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $16.05 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 26, 2021, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards otherwise has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally. On July 8, 2020, Mr. Gregory A. Wright resigned from the Board. Mr. Wright’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with his resignation, a total of 6,230 shares previously granted to Mr. Wright (valued at approximately $0.1 million) vested in full on July 8, 2020. Also, in consideration of the Company’s and the Board’s ability to seek advice from him following his resignation through the end of the second quarter of 2021, the Company paid Mr. Wright approximately $0.1 million in July 2020. Management Compensation - Restricted Stock Units and Stock Options During the six months ended June 30, 2020, the Company granted 58,258 time-based restricted stock units (“RSUs”) to certain senior officers. The weighted average grant date fair value of these awards was $21.93 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. Each award of RSUs will vest in equal installments on each of the first three anniversaries of the grant date. During the six months ended June 30, 2020, the Company awarded 58,258 performance-based RSUs to certain of its senior officers. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2022, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on December 31, 2022, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2023. The weighted average grant date fair value of the awards with performance conditions was determined to be $17.83 per RSU. The weighted average grant date fair value of the TSR based performance awards, which have a market condition, was estimated using a Monte Carlo probability model and determined to be $17.59 per RSU. During the six months ended June 30, 2020, the Company awarded to certain of its senior officers an aggregate of 131,992 stock options. Each stock option represents an option to purchase one share of INSW common stock for an exercise price of $21.93 per share. Each stock option will vest in equal installments on each of the first three anniversaries of the award date. The weighted average grant date fair value of the options was $9.68 per option. The fair value of the options was estimated using the Black-Scholes option pricing model with inputs that include the INSW stock price, the INSW exercise price and the following weighted average assumptions: risk free interest rates of 0.44%, dividend yields of 1.02%, expected stock price volatility factor of .52, and expected lives at inception of six years. Stock options may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. The stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90th day ending after the option recipient’s employment terminated and (ii) the expiration of the options, provided that if the optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (a) the first anniversary of employment termination and (b) the expiration date of the options. Dividends On February 26, 2020 and May 20, 2020, the Company’s Board of Directors declared regular quarterly cash dividends of $0.06 per share. Pursuant to these declarations, on March 30, 2020 and June 22, 2020, the Company made dividend payments totaling $1.7 million and $1.7 million, respectively, to stockholders of record as of March 17, 2020 and June 8, 2020, respectively. The Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share of common stock on August 4, 2020. The dividend will be paid on September 23, 2020 to shareholders of record at the close of business on September 9, 2020. Share Repurchases In connection with the settlement of vested restricted stock units, the Company repurchased 23,744 and 56,954 shares of common stock during the three and six months ended June 30, 2020, respectively, at an average cost of $20.84 and $21.07, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. Similarly, the Company repurchased 12,256 and 21,002 shares of common stock during the three and six months ended June 30, 2019, respectively, at an average cost of $17.08 and $17.10, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During July 2020, an additional 106 shares of common stock were repurchased from certain employees at $20.92 per share in relation to the accelerated vesting of 266 shares of restricted stock units that vested prior to June 30, 2020, pursuant to terms of RSU grant agreement in July 2019. On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30 million stock repurchase program for another 24-month period ending March 5, 2021, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are not be eligible for repurchase under this program without further authorization from the Board. During the six months ended June 30, 2020, the Company repurchased and retired 1,417,292 shares of its common stock in open-market purchases, at an average price of $21.16 per share, for a total cost of $30.0 million. No shares were acquired under repurchase programs during the three and six months ended June 30, 2019. On August 4, 2020 the Company’s Board of Directors authorized the renewal of the share repurchase program in the amount of $30.0 million for another 24-month period ending August 4, 2022.

CAPITAL STOCK AND STOCK COMPENSATION

6 Months Ended

Jun. 30, 2020

CAPITAL STOCK AND STOCK COMPENSATION [Abstract]

Note 11 — Capital Stock and Stock Compensation:

The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation. Such fair value method requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.

Effective June 22, 2020, INSW adopted new incentive compensation plans and reserved an additional 1,400,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers, and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success.

Director Compensation - Restricted Common Stock

The Company awarded a total of 57,317 restricted common stock shares during the six months ended June 30, 2020 to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $16.05 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 26, 2021, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards otherwise has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

On July 8, 2020, Mr. Gregory A. Wright resigned from the Board. Mr. Wright’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with his resignation, a total of 6,230 shares previously granted to Mr. Wright (valued at approximately $0.1 million) vested in full on July 8, 2020. Also, in consideration of the Company’s and the Board’s ability to seek advice from him following his resignation through the end of the second quarter of 2021, the Company paid Mr. Wright approximately $0.1 million in July 2020.

Management Compensation - Restricted Stock Units and Stock Options

During the six months ended June 30, 2020, the Company granted 58,258 time-based restricted stock units (“RSUs”) to certain senior officers. The weighted average grant date fair value of these awards was $21.93 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. Each award of RSUs will vest in equal installments on each of the first three anniversaries of the grant date.

During the six months ended June 30, 2020, the Company awarded 58,258 performance-based RSUs to certain of its senior officers. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2022, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on December 31, 2022, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2023. The weighted average grant date fair value of the awards with performance conditions was determined to be $17.83 per RSU. The weighted average grant date fair value of the TSR based performance awards, which have a market condition, was estimated using a Monte Carlo probability model and determined to be $17.59 per RSU.

During the six months ended June 30, 2020, the Company awarded to certain of its senior officers an aggregate of 131,992 stock options. Each stock option represents an option to purchase one share of INSW common stock for an exercise price of $21.93 per share. Each stock option will vest in equal installments on each of the first three anniversaries of the award date. The weighted average grant date fair value of the options was $9.68 per option. The fair value of the options was estimated using the Black-Scholes option pricing model with inputs that include the INSW stock price, the INSW exercise price and the following weighted average assumptions: risk free interest rates of 0.44%, dividend yields of 1.02%, expected stock price volatility factor of .52, and expected lives at inception of six years. Stock options may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. The stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90th day ending after the option recipient’s employment terminated and (ii) the expiration of the options, provided that if the optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (a) the first anniversary of employment termination and (b) the expiration date of the options.

Dividends

On February 26, 2020 and May 20, 2020, the Company’s Board of Directors declared regular quarterly cash dividends of $0.06 per share. Pursuant to these declarations, on March 30, 2020 and June 22, 2020, the Company made dividend payments totaling $1.7 million and $1.7 million, respectively, to stockholders of record as of March 17, 2020 and June 8, 2020, respectively. The Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share of common stock on August 4, 2020. The dividend will be paid on September 23, 2020 to shareholders of record at the close of business on September 9, 2020.

Share Repurchases

In connection with the settlement of vested restricted stock units, the Company repurchased 23,744 and 56,954 shares of common stock during the three and six months ended June 30, 2020, respectively, at an average cost of $20.84 and $21.07, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. Similarly, the Company repurchased 12,256 and 21,002 shares of common stock during the three and six months ended June 30, 2019, respectively, at an average cost of $17.08 and $17.10, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During July 2020, an additional 106 shares of common stock were repurchased from certain employees at $20.92 per share in relation to the accelerated vesting of 266 shares of restricted stock units that vested prior to June 30, 2020, pursuant to terms of RSU grant agreement in July 2019.

On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30 million stock repurchase program for another 24-month period ending March 5, 2021, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are not be eligible for repurchase under this program without further authorization from the Board. During the six months ended June 30, 2020, the Company repurchased and retired 1,417,292 shares of its common stock in open-market purchases, at an average price of $21.16 per share, for a total cost of $30.0 million. No shares were acquired under repurchase programs during the three and six months ended June 30, 2019. On August 4, 2020 the Company’s Board of Directors authorized the renewal of the share repurchase program in the amount of $30.0 million for another 24-month period ending August 4, 2022.