CAPITAL STOCK AND STOCK COMPENSATION	9 Months Ended
Sep. 30, 2022
CAPITAL STOCK AND STOCK COMPENSATION [Abstract]
CAPITAL STOCK AND STOCK COMPENSATION	Note 12 — 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. Restricted Common Stock During the nine months ended September 30, 2022, the Company awarded a total of 41,718 restricted common stock shares to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $24.45 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 3, 2023, 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. Restricted Stock Units and Stock Options During the nine months ended September 30, 2022, the Company granted 327,906 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $19.65 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. 304,650 of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date and 23,256 of the RSUs awarded will cliff vest on September 30, 2023. During the nine months ended September 30, 2022, the Company also awarded 124,590 performance-based RSUs to certain of its senior officers and employees. 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, 2024, 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, 2024, 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, 2025. The weighted average grant date fair value of the awards with performance conditions was determined to be $19.63 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 $20.65 per RSU. During the nine months ended September 30, 2022, 274,549 stock options were exercised by certain senior officers and employees at an average exercise price of $18.52 per share. After withholdings for taxes and exercise costs, the Company issued a total of 51,075 shares in conjunction with these transactions. Dividends On February 28, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share. Pursuant to such declaration, the Company made dividend payments totaling $3.0 million on March 28, 2022 to stockholders of record as of March 14, 2022. On June 7, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share. Pursuant to such declaration, the Company made dividend payments totaling $6.0 million on June 29, 2022 to stockholders of record as of June 17, 2022. On August 4, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share. Pursuant to such declaration, the Company made dividend payments totaling $6.0 million on September 28, 2022 to stockholders of record as of September 14, 2022. On November 7, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share and a special dividend of $1.00 per share. Pursuant to such declaration, the Company will make both dividend payments on December 22, 2022 to stockholders of record as of December 8, 2022. Share Repurchases In August 2022, the Company’s Board of Directors authorized an increase in the share repurchase program to $60.0 million from $33.3 million and extended the expiration of the program to December 31, 2023. During the three months ended September 30, 2022, the Company repurchased and retired 687,740 shares of its common stock in open-market purchases, at an average price of $29.08 per share, for a total cost of $20.0 million. As of September 30, 2022, the remaining buyback authorization under the Company’s $60.0 million stock repurchase program expiring in December 2023 was $40.0 million. No shares were acquired under repurchase programs during the nine months ended September 30, 2021. In connection with the settlement of vested restricted stock units and exercise of stock options, the Company repurchased 223,926 and 308,405 shares of common stock during the three and nine months ended September 30, 2022, respectively, at an average cost of $30.22 and $26.78, respectively, per share (based on the market prices on the dates of vesting) from employees and certain members of management to cover withholding taxes and cost of options exercised. Similarly, the Company repurchased 5,090 and 56,065 shares of common stock during the three and nine months ended September 30, 2021, respectively, at an average cost of $18.62 and $20.06, respectively, per share. Rights Agreement On May 8, 2022, the Company entered into a shareholder rights plan in the form of a Rights Agreement (the “Rights Agreement”), dated as of May 8, 2022, between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was approved by the Company’s Board of Directors. In connection with the Rights Agreement, the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, no par value, of the Company. The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date. While the Rights Agreement was effective immediately, the Rights become exercisable only if a person or group acquires beneficial ownership, as defined in the Rights Agreement, of 17.5% or more of the Company’s common stock in a transaction not approved by the Company's Board of Directors. In that situation, each holder of a Right (other than the acquiring person or group) will have the right to purchase, upon payment of the then-current exercise price, a number of shares of Company common stock having a market value of twice the exercise price of the Right. In addition, at any time after a person or group acquires 17.5% or more of the Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors may exchange one share of the Company’s common stock for each outstanding Right (other than Rights owned by such person or group, which would have become null and void). The Rights Agreement will expire on May 7, 2023. The Company’s Board of Directors may consider an earlier termination of the Rights Agreement if market and other conditions warrant. The Company’s Board of Directors adopted the Rights Agreement to enable all stockholders of the Company to realize the long-term value of their investment in the Company. The Rights Agreement is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all stockholders. Rather, the Rights Agreement aims to reduce the likelihood that any person or group gains control of the Company through open market accumulation, or other tactics potentially disadvantaging the interests of all stockholders, without paying all stockholders an appropriate control premium or providing the Company’s Board of Directors sufficient time to make informed decisions in the best interest of all stockholders.

CAPITAL STOCK AND STOCK COMPENSATION

9 Months Ended

Sep. 30, 2022

CAPITAL STOCK AND STOCK COMPENSATION [Abstract]

Note 12 — 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.

Restricted Common Stock

During the nine months ended September 30, 2022, the Company awarded a total of 41,718 restricted common stock shares to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $24.45 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 3, 2023, 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.

Restricted Stock Units and Stock Options

During the nine months ended September 30, 2022, the Company granted 327,906 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $19.65 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. 304,650 of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date and 23,256 of the RSUs awarded will cliff vest on September 30, 2023.

During the nine months ended September 30, 2022, the Company also awarded 124,590 performance-based RSUs to certain of its senior officers and employees. 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, 2024, 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, 2024, 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, 2025. The weighted average grant date fair value of the awards with performance conditions was determined to be $19.63 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 $20.65 per RSU.

During the nine months ended September 30, 2022, 274,549 stock options were exercised by certain senior officers and employees at an average exercise price of $18.52 per share. After withholdings for taxes and exercise costs, the Company issued a total of 51,075 shares in conjunction with these transactions.

Dividends

On February 28, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share. Pursuant to such declaration, the Company made dividend payments totaling $3.0 million on March 28, 2022 to stockholders of record as of March 14, 2022.

On June 7, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share. Pursuant to such declaration, the Company made dividend payments totaling $6.0 million on June 29, 2022 to stockholders of record as of June 17, 2022.

On August 4, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share. Pursuant to such declaration, the Company made dividend payments totaling $6.0 million on September 28, 2022 to stockholders of record as of September 14, 2022.

On November 7, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share and a special dividend of $1.00 per share. Pursuant to such declaration, the Company will make both dividend payments on December 22, 2022 to stockholders of record as of December 8, 2022.

Share Repurchases

In August 2022, the Company’s Board of Directors authorized an increase in the share repurchase program to $60.0 million from $33.3 million and extended the expiration of the program to December 31, 2023. During the three months ended September 30, 2022, the Company repurchased and retired 687,740 shares of its common stock in open-market purchases, at an average price of $29.08 per share, for a total cost of $20.0 million. As of September 30, 2022, the remaining buyback authorization under the Company’s $60.0 million stock repurchase program expiring in December 2023 was $40.0 million. No shares were acquired under repurchase programs during the nine months ended September 30, 2021.

In connection with the settlement of vested restricted stock units and exercise of stock options, the Company repurchased 223,926 and 308,405 shares of common stock during the three and nine months ended September 30, 2022, respectively, at an average cost of $30.22 and $26.78, respectively, per share (based on the market prices on the dates of vesting) from employees and certain members of management to cover withholding taxes and cost of options exercised. Similarly, the Company repurchased 5,090 and 56,065 shares of common stock during the three and nine months ended September 30, 2021, respectively, at an average cost of $18.62 and $20.06, respectively, per share.

Rights Agreement

On May 8, 2022, the Company entered into a shareholder rights plan in the form of a Rights Agreement (the “Rights Agreement”), dated as of May 8, 2022, between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was approved by the Company’s Board of Directors. In connection with the Rights Agreement, the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, no par value, of the Company. The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date. While the Rights Agreement was effective immediately, the Rights become exercisable only if a person or group acquires beneficial ownership, as defined in the Rights Agreement, of 17.5% or more of the Company’s common stock in a transaction not approved by the Company's Board of Directors. In that situation, each holder of a Right (other than the acquiring person or group) will have the right to purchase, upon payment of the then-current exercise price, a number of shares of Company common stock having a market value of twice the exercise price of the Right. In addition, at any time after a person or group acquires 17.5% or more of the Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors may exchange one share of the Company’s common stock for each outstanding Right (other than Rights owned by such person or group, which would have become null and void). The Rights Agreement will expire on May 7, 2023. The Company’s Board of Directors may consider an earlier termination of the Rights Agreement if market and other conditions warrant.

The Company’s Board of Directors adopted the Rights Agreement to enable all stockholders of the Company to realize the long-term value of their investment in the Company. The Rights Agreement is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all stockholders. Rather, the Rights Agreement aims to reduce the likelihood that any person or group gains control of the Company through open market accumulation, or other tactics potentially disadvantaging the interests of all stockholders, without paying all stockholders an appropriate control premium or providing the Company’s Board of Directors sufficient time to make informed decisions in the best interest of all stockholders.