LPG DEF 14A Report ended Oct. 28, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional materials

☐ Soliciting Material under Rule 14a-12

Dorian LPG Ltd.

(Name of Registrant as Specified in Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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September 22, 2020

To Our Shareholders:

It is our pleasure to invite you to attend our 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held at 2:00 PM EDT on October 28, 2020 at the offices of Dorian LPG (USA) LLC, located at 27 Signal Road, Stamford, CT 06902.

At the Annual Meeting, you will be asked to (i) re-elect two directors to serve on our Board of Directors until the 2023 annual meeting of shareholders, (ii) ratify the appointment of Deloitte Certified Public Accountants S.A. as our auditors for the fiscal year ending March 31, 2021, (iii) approve, on an advisory, non-binding basis, the compensation of our named executive officers and (iv) recommend, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers. Our Board of Directors unanimously recommends that you vote your shares (i) “FOR” the re-election of Thomas J. Coleman and Christina Tan to the Board of Directors; (ii) “FOR” the ratification of the appointment of Deloitte Certified Public Accountants S.A. as the Company’s independent auditors for the fiscal year ending March 31, 2021; (iii) “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and (iv) for the approval, on an advisory, non-binding basis, of “TWO YEARS” as the frequency of future advisory shareholder votes on the compensation of our named executive officers.

You may vote via the Internet, by telephone or by mailing the completed proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously voted your proxy. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting.

We are proud that you have chosen to invest in Dorian LPG Ltd. On behalf of our management and directors, thank you for your continued support and confidence in 2020.

Very truly yours,

/s/ John C. Hadjipateras

John C. Hadjipateras

Chairman of the Board of Directors

Date of Meeting:	October 28, 2020
Time:	2:00 PM EDT
Place:	27 Signal Road, Stamford, CT 06902
Items of Business:	We are holding the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) for the following purposes:
	•	to re-elect two directors to serve on our Board of Directors until the 2023 annual meeting of shareholders;
	•	to ratify the selection of Deloitte Certified Public Accountants S.A. (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending March 31, 2021;
	•	to approve, on an advisory, non-binding basis, the compensation of our named executive officers;
	•	to recommend, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers; and
	•	to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
	The attached proxy statement (the “Proxy Statement”) describes these items in more detail.
Record Date:	September 22, 2020
Voting:	Whether or not you plan to attend, we urge you to review these materials carefully and to vote by Internet, telephone or by submitting your proxy card as promptly as possible. Please vote as soon as possible, even if you plan to attend the Annual Meeting in person. You have three options for submitting your vote prior to the date of the Annual Meeting: Internet, telephone or mail. In accordance with New York Stock Exchange (“NYSE”) rules, your broker will not be able to vote your shares with respect to any non-routine matters if you have not given your broker specific instructions to do so. The only routine matter to be voted on at the Annual Meeting is the ratification of the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2021 (Proposal 2). The election of directors (Proposal 1), the advisory vote on the approval of the compensation of our named executive officers (Proposal 3) and the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with such proposal.

Notice of Annual Meeting of Shareholders of Dorian LPG Ltd.	ii
Proxy Statement  Proxy Solicitation and Voting Information	5
Questions and Answers About the Annual Meeting and Voting	5
Why am I receiving these proxy materials?	5
What am I voting on?	5
How do I vote?	6
Will my shares be voted if I do nothing?	6
How do I know if I am a beneficial owner of shares?	7
How can I revoke my proxy?	7
Who can attend the Annual Meeting?	7
Who is entitled to vote?	7
How many votes must be present to hold the Annual Meeting?	8
What are broker non-votes?	8
What vote is required to adopt each of the proposals?	8
Who counts the votes?	9
When will the voting results be announced?	9
How can I access the proxy materials on the Internet?	9
Annual Meeting Procedures	9
Expenses of Solicitation	12
Householding	12
Proposal 1  Election of Directors	13
Nominees for Re-election for a Three-Year Term Expiring at the 2023 Annual Meeting of Shareholders	14
Directors Continuing in Office Until the 2021 Annual Meeting of Shareholders	15
Directors Continuing in Office Until the 2022 Annual Meeting of Shareholders	16
Executive Officers	17
Board Meetings and Board Committee Information	18
Meetings	18
Committees and Committee Charters	18
Audit Committee	18
Compensation Committee	18
Nominating and Corporate Governance Committee and Director Nominations	19
Role of the Nominating and Corporate Governance Committee	19
Director Nomination Process	19
Compensation Committee Interlocks and Insider Participation	20
Report of the Audit Committee	21
Corporate Governance Matters	22
Corporate Governance Guidelines	22
Director Independence	22
Code of Conduct and Ethics	23
Business Relationships and Related Person Transactions Policy	23
Board Leadership Structure	24
Executive Sessions of Independent Directors	24
Communications with the Board	24
The Board’s Role in Risk Oversight	24
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	25
Proposal 2  To Ratify the Selection of Deloitte Certified Public Accountants S.A. as the Company’s Independent Registered Public Accounting Firm for the Year Ending March 31, 2021	27
Audit Fees	27
Audit Committee Pre-Approval Policies and Procedures	27
Proposal 3  Advisory Vote to Approve the Compensation of our Named Executive Officers	28
Proposal 4  Advisory Vote on the Frequency of Future Advisory Votes on the compensation of our named executive officers	29
Director Compensation	30

Executive Compensation	31
Compensation Discussion and Analysis	31
General	31
Role of the Compensation Committee	32
Role of the CEO in Setting CEO and Other Executives’ Compensation	33
Elements of the Fiscal Year 2020 Executive Officer Compensation Program	34
Retirement Benefits	37
Summary Compensation Table	38
Narrative Disclosure to the Summary Compensation Table	39
Equity Compensation	39
Outstanding Equity Awards at Fiscal Year-End	40
2014 Equity Incentive Plan	40
Securities Authorized for Issuance Under Equity Compensation Plans	41
Equity Compensation Plans Table	41
Retirement Benefits	41
2014 Executive Severance and Change in Control Severance Plan	42
Compensation Committee Interlocks and Insider Participation	43
Certain Relationships and Related Transactions and Director Independence	45
Shareholder Proposals for 2021 Annual Meeting of Shareholders	46
Other Business	47
Annual Report to Shareholders and Form 10-K	47
Appendix A - Reconciliation of Non-Gaap Financial Measures	A-1

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to elect two directors to serve on our Board until the 2023 annual meeting of shareholders;

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to ratify the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2021;

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to approve, on an advisory, non-binding basis, the compensation of our named executive officers;

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to recommend, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers; and

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to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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FOR the re-election of the following two individuals nominated by the Board of Directors for re-election as directors: Thomas J. Coleman and Christina Tan;

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FOR ratification of the appointment of Deloitte Certified Public Accountants S.A. (“Deloitte”) as our independent registered public accounting firm for the year ending March 31, 2021;

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FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement; and

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For the approval, on an advisory, non-binding basis, of TWO YEARS as the frequency of future advisory shareholder votes on the compensation of our named executive officers.

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Over the Internet .  If you have access to the Internet, we encourage you to vote in this manner. You may submit proxies over the Internet by following the instructions on the proxy card or the voting instruction card sent to you by your bank, broker, trustee or nominee.

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By telephone .  You may vote by telephone by calling the number listed on your proxy card or the voting instructions card sent to you by your bank, broker, trustee or nominee.

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By mail . Shareholders of record who have received a paper copy of a proxy card by mail may submit proxies by completing, signing and dating their proxy card and mailing it in the accompanying pre-addressed envelope. Shareholders who are beneficial owners who have received a voting instruction card from their bank, broker, trustee or nominee may return the voting instruction card by mail as set forth on the card.

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In person at the Annual Meeting . Shareholders of record may vote shares held in their name in person at the Annual Meeting. Shares for which a shareholder is the beneficial holder but not the shareholder of record may be voted in person at the Annual Meeting only if such shareholder is able to obtain a legal proxy from the bank, broker, trustee or nominee that holds the shareholder’s shares, indicating that the shareholder was the beneficial holder as of the record date and the number of shares for which the shareholder was the beneficial owner on the record date. Even if you plan to be present at the Annual Meeting, we encourage you to vote your shares prior to the Annual Meeting date via the Internet, by telephone or by mail in order to record your vote promptly, as we believe voting this way is convenient.

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by giving written notice of the revocation prior to the commencement of the Annual Meeting to: Corporate Secretary , Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902;

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by executing and delivering another valid proxy with a later date;

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by voting by telephone or Internet at a later date; or

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by attending the Annual Meeting and voting in person by written ballot, if you are a shareholder of record or, if you are a beneficial owner of your shares, with a legal proxy from the entity that holds your shares giving you the right to vote the shares.

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vote via the Internet or by telephone;

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return a properly executed proxy by mail (even if you do not provide voting instructions); or

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attend the Annual Meeting and vote in person.

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By Internet —Shareholders of record may submit proxies over the Internet by following the instructions on the enclosed proxy card.

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By Telephone —Shareholders of record may vote by telephone by calling the number listed on the enclosed proxy card.

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By Mail —Shareholders of record who have received a paper copy of a proxy card by mail may submit proxies by completing, signing and dating their proxy card and mailing it in the accompanying pre-addressed envelope.

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In Person —Shareholders of record may vote shares held in their name in person at the Annual Meeting; however, attendance at the Annual Meeting without casting a ballot will not count as a vote.

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By Internet or Telephone —Beneficial owners may generally vote their shares over the Internet or by telephone , as indicated on your voting instruction card. Please refer to your voting instruction card or other information forwarded by your bank, broker, trustee or nominee to determine whether you may submit a proxy electronically over the Internet or by telephone, following the instructions on the voting instruction card or other information provided by the record holder.

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By Mail —You may vote your shares by completing, signing and dating your voting instruction card and returning it in the envelope provided.

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In Person with a Proxy from the Record Holder —Shares for which a shareholder is the beneficial holder but not the shareholder of record may be voted in person at the Annual Meeting only if such shareholder is able to obtain a legal proxy from the bank, broker, trustee or nominee that holds the shareholder's shares, with such legal proxy indicating that the shareholder was the beneficial holder as of the record date and the number of shares for which the shareholder was the beneficial owner on the record date.

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by giving written notice of the revocation prior to the commencement of the Annual Meeting to: Corporate Secretary, Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902;

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by executing and delivering another valid proxy with a later date;

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by voting by telephone or Internet at a later date; or

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by attending the Annual Meeting and voting in person by written ballot, if you are a shareholder of record or, if you are a beneficial owner of your shares, with a legal proxy from the entity that holds your shares giving you the right to vote the shares.

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Proposal 1—Election of Directors:  Each Dorian shareholder has the right to vote each share of stock owned by such shareholder on the record date for two director nominees to be elected. Cumulative voting is not permitted. To be elected, a director-nominee must receive a plurality of the votes cast at the Annual Meeting. Accordingly, the two nominees standing in the election who receive the greatest number of votes cast at the Annual Meeting will be elected as directors. Abstentions, votes withheld and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the election.

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Proposal 2—Ratification of Selection of Deloitte:  The affirmative vote of a majority of the votes cast on this proposal is required to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2021. Abstentions and broker non-votes will have no effect on the results of this vote.

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Proposal 3—Advisory Vote to Approve the Compensation of our Named Executive Officers:  The affirmative vote of a majority of the votes cast by holders present, in person or by proxy, at the Annual Meeting is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Because Proposal 3 is a nonbinding, advisory vote, it will not be binding on us or on our Board of Directors. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of Proposal 3.

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Proposal 4—Advisory Vote on the Frequency of Future Shareholder Advisory Votes on the Compensation of our Named Executive Officers: The affirmative vote of a majority of the votes cast by holders present, in person or by proxy, at the Annual Meeting in favor of one of the voting options contemplated by Proposal 4 is required to approve, on an advisory basis, Proposal 4. If one of the voting options is not adopted by the required vote of the shareholders, our Board of Directors will evaluate the votes cast for each of the voting options and will deem the voting option receiving the greatest number of votes to be the voting option approved by the shareholders.  Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of Proposal 4

Name	Age	Principal Occupation
Thomas J. Coleman	54	Co-Founder and Co-President, Kensico Capital Management Corporation
Christina Tan	67	Executive Director, MT Maritime Management Group

Name	Age	Principal Occupation
Ted Kalborg	69	Founder, Tufton Oceanic Group
Øivind Lorentzen	70	Managing Director, Northern Navigation, LLC
John C. Lycouris	70	Chief Executive Officer, Dorian LPG (USA) LLC

Name	Age	Principal Occupation
John C. Hadjipateras	70	President and Chief Executive Officer of Dorian LPG Ltd.; President, Dorian LPG (USA) Ltd.
Malcolm McAvity	69	Retired Vice Chairman of Phibro LLC

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the proposed nominee’s name, age, business address and residence address;

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the proposed nominee’s principal occupation or employment;

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the number of shares of capital stock of the Company owned beneficially or of record by the proposed nominee; and

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any other information relating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors by rules and regulations applicable to the Company.

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the shareholder’s name, record address and tax identification number;

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the number of shares of capital stock of the Company owned beneficially and of record by the shareholder;

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a description of all arrangements or understandings between the shareholder and each proposed nominee and any other person (including their names) pursuant to which the shareholder is making the nomination;

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a representation that the shareholder intends to appear, in person or by proxy, at the annual meeting of shareholders to nominate the proposed nominee named in its notice; and

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any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors by rules and regulations applicable to the Company.

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has not been employed by the Company within the last three years (other than as interim Chairman of the Board of Directors or interim Chief Executive Officer);

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does not have an immediate family member who is, or has been, employed by the Company as an executive officer within the last three years;

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has not received, and does not have an immediate family member who has received, more than $120,000 in direct compensation from the Company during any twelve-month period within the last three years, other than for services as a member of the Board of Directors or compensation for prior service (including pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service); provided that, compensation received by a director for former service as an interim Chairman or Chief Executive Officer or other executive officer need not be considered in determining independence under this test; provided further that, compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) need not be considered in determining independence under this test;

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(A) is not a current partner or employee of a firm that is the Company’s internal or external auditor; (B) does not have an immediate family member who is a current partner of a firm that is the Company’s internal or external auditor; (C) does not have an immediate family member who is a current employee of a firm that is the Company’s internal or external auditor and personally works on the Company’s audit; and (D) is not, and has not been within the last three years, and does not have an immediate family member who is, or has been within the last three years, a partner or employee of a firm that is the Company’s internal or external auditor and personally worked on Company’s audit within such time;

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is not, and has not been within the last three years, and does not have an immediate family member who is, or has been within the last three years, employed as an executive officer of a public company where any of the Company’s present executive officers at the same time serves or served as a member of such public company’s compensation committee; and

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is not, and has not been within the last three years, an employee of a significant customer or supplier of the Company, including any company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, and does not have an immediate family member who is, or has been within the last three years, an executive officer of such a significant customer or supplier; provided that contributions to not- for-profit organizations shall not be considered payments for purposes of this test.

Name and Address of Beneficial Owner		Common Shares Beneficially Owned (1)				Percent of Class Beneficially Owned (2)
5% Shareholders
Kensico Capital Management Corp. (3)			8,014,837				15.7	%
Wellington Management Group LLP (4)			6,333,772				12.4	%
Dimensional Fund Advisors LP (5)			3,839,917				7.5	%
Directors and Executive Officers
Thomas J. Coleman (6)			8,040,930				15.8	%
John C. Hadjipateras (7)			5,828,459				11.4	%
John C. Lycouris (8)			513,106				*
Theodore B. Young (9)			148,835				*
Tim T. Hansen (10)			76,866				*
Christina Tan			91,183				*
Alexander C. Hadjipateras			82,190				*
Ted Kalborg (11)			46,093				*
Øivind Lorentzen			45,240				*
Malcolm McAvity			26,093				*
All directors and executive officers as a group (9 persons) (12)			14,605,884				28.6	%

*	The percentage of shares beneficially owned by such director or executive officer does not exceed one percent of the outstanding shares of common stock.

(1)

Each share of common stock is entitled to one vote on matters on which common shareholders are eligible to vote. Beneficial ownership described in the table above has been obtained by the Company only from public filings and information provided to the Company by the listed shareholders for inclusion herein. Beneficial ownership is required to be determined by the shareholder in accordance with the rules under the Exchange Act and consists of either or both voting or investment power with respect to securities. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table have reported that they have sole voting and sole investment power with respect to all shares of common stock shown as beneficially owned by them.

(2)	Percentages based on a total of 51,021,436 shares of common stock outstanding and entitled to vote at the Annual Meeting as of September 22, 2020.

(3)

According to filings made with the Commission on July 14, 2014 and June 6, 2014, Kensico possesses shared voting and dispositive power over 8,014,837 shares. According to filings made with the Commission on July 14, 2014 and June 6, 2014, the principal business address of Kensico is 55 Railroad Avenue, 2nd Floor, Greenwich CT, 06830. Kensico provides investment management services to certain affiliated funds, including Kensico Partners, L.P., Kensico Associates, L.P., Kensico Offshore Fund Master, Ltd. and Kensico Offshore Fund II Master, Ltd. (collectively, the “Investment Funds”). As Kensico’s co-presidents, Mr. Coleman and Michael B. Lowenstein may be deemed to be controlling persons of Kensico. By virtue of these relationships, Messrs. Coleman and Lowenstein may be deemed to beneficially own the entire number of Dorian shares held by the Investment Funds; however, each disclaims beneficial ownership of any Dorian shares, and proceeds thereof, except to the extent of his pecuniary interest therein. Kensico may have made additional transactions in our common stock since its most recent filings with the Commission. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by Kensico.

(4)

According to a filing made with the Commission on February 12, 2018, Wellington Management Group LLP (“Wellington Management Group”) possesses shared voting power over 4,488,439 shares and shared dispositive power over 6,333,772 shares. According to the filing made with the Commission on February 12, 2018, all shares are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than 5% of this class of shares. According to the filing made with the Commission on February 12, 2018, the principal business address of Wellington Management Group is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210. Wellington Management Group may have made additional transactions in our common stock since its most recent filing with the Commission. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by Wellington Management Group.

(5)

According to the filing made with the Commission on February 12, 2020, Dimensional Fund Advisors LP possesses sole voting power over 3,694,210 shares and sole dispositive power over 3,839,917 shares. According to the filing made with the Commission on February 12, 2020, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner of the securities held by the Funds. However, all shares are owned by the Funds. The Funds have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. According to the filing made with the Commission on February 8, 2019, the principal business address of Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional may have made additional transactions in our common stock since its most recent filing with the Commission. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by Dimensional.

(6)

According to filings made with the Commission, Mr. Coleman beneficially owns 26,093 Dorian common shares. According to filings made with the Commission, Mr. Coleman serves as co-President of Kensico alongside Mr. Lowenstein. As a controlling person of Kensico, Mr. Coleman thus may be deemed to also beneficially own the entire number of the Company’s common shares held by the Investment Funds discussed above. Mr. Coleman disclaims beneficial ownership of the reported Dorian shares held by the Investment Funds, and the proceeds thereof, except to the extent of any pecuniary interest therein.

(7)

Mr. Hadjipateras possesses sole voting power over 2,003,762 shares, shared voting power over 3,824,697 shares, sole dispositive power over 2,003,762 shares and shared dispositive power over 178,080 shares. Specifically, Mr. Hadjipateras may be deemed to beneficially own (i) 2,003,762 shares over which he has sole voting and dispositive power; (ii) 26,166 shares by virtue of pledges of such shares given under funding and security agreements with each of Theodore B. Young and Alexander J. Ciaputa, pursuant to which Mr. Hadjipateras may be deemed to share the power to vote and dispose of such shares; (iii) 125,000 shares through Mr. Hadjipateras’ spouse, 6,250 shares through Mr. Hadjipateras’ children, and 20,664 through the LMG Trust (Mr. Hadjipateras and his wife are trustees of the LMG Trust and the beneficiary of the LMG Trust is one of their children), pursuant to which Mr. Hadjipateras may be deemed to share the power to vote and dispose of such shares; and (iv) 3,646,617 shares by virtue of a revocable proxy granted to Mr. Hadjipateras by each of Mark C. Hadjipateras, Angeliki C. Hadjipateras, Aikaterini C. Hadjipateras, Konstantinos Markakis, Olympia Kedrou, Chrysanthi Xyla, Scott M. Sambur, as Trustee of the Kyveli Trust, and George J. Dambassis, pursuant to which Mr. Hadjipateras may be deemed to share the power to vote such shares. Mr. Hadjipateras disclaims beneficial ownership of the reported Dorian shares, and the proceeds thereof, except to the extent of any pecuniary interest therein.

(8)

Mr. Lycouris beneficially owns 233,078 common shares. Mr. Lycouris may also be deemed to indirectly beneficially own 280,028 common of our common shares through the Kyveli Trust, of which Mr. Lycouris and other members of his family are beneficiaries. Mr. Lycouris disclaims all beneficial ownership of the common shares beneficially owned by the Kyveli Trust except to the extent of his pecuniary interest therein.

(9)	According to filings made with the SEC, Mr. Young has pledged 13,083 shares to John C. Hadjipateras as security under a funding and security agreement.

		2020				2019
Audit fees (1)		$	464,542			$	420,376
All other fees (2)			—				3,828
Total		$	464,542			$	424,204

(1)

Audit fees consist of aggregate fees for professional services, including out-of-pocket expenses, provided in connection with services rendered for the integrated or financial statement audits of our consolidated financial statements, reviews of interim financial statements included in filings with the Commission, services performed in connection with our registration statement on Form S-3 filed with the Commission in 2019, and other audit services required for SEC or other regulatory filings and related comfort letters, consents and assistance with and review of documents filed with the Commission.

(2)	All other fees consist of a subscription for accounting research software.

Name		Fees earned or paid in cash ($) (1)				Stock Awards ($) (2)				Total ($)
Thomas J. Coleman			75,000				50,892				125,892
Ted Kalborg			70,000				50,892				120,892
Øivind Lorentzen			65,000				50,892				115,892
Malcolm McAvity			75,000				50,892				125,892
Christina Tan			70,000				50,892				120,892

(1)	Represents cash compensation earned for services rendered as a director for the fiscal year ended March 31, 2020.

(2)

Represents equity compensation for services rendered as a director for the fiscal year ended March 31, 2020. The value of each stock award equals the grant date fair values of $9.02, $10.36, $15.48, and $8.71 per share on June 28, 2019, September 30, 2019, December 31, 2019 and March 31, 2020, respectively.

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John C. Hadjipateras, President, Chief Executive Officer, and Chairman of the Board of Directors;

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Theodore B. Young, Chief Financial Officer;

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John C. Lycouris, Chief Executive Officer of Dorian LPG (USA) LLC and Director on our Board of Directors;

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Tim T. Hansen, Chief Commercial Officer;

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Alexander C. Hadjipateras, Executive Vice President of Business Development.

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Total revenues increased $175.4 million, or 111.0%, to $333.4 million for Fiscal Year 2020 primarily attributable to an increase in average Daily Time Charter Equivalent (“TCE”) rates and fleet utilization.

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Daily Time Charter Equivalent rate for our fleet of $42,798 for Fiscal Year 2020, a 96.8% increase from the $21,746 TCE rate from Fiscal Year 2019.

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Net income of $111.8 million, or $2.07 earnings per diluted share (“EPS”) for Fiscal Year 2020 compared to a net loss of $(50.9) million, or $(0.93) EPS for Fiscal Year 2019.

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Adjusted EBITDA (1) of $232.8 million for Fiscal Year 2020 compared to $64.4 million for Fiscal Year 2019.

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Repurchased over $49.3 million of our common stock, or approximately 4.4 million shares, at an average price of $11.24 per share.

(1)

Time Charter Equivalent rate and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of revenues to TCE rate and net income to adjusted EBITDA included in Appendix A.

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O ur overall performance;

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Individual performance, tenure, experience, and long-term potential;

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Internal pay equity among the senior leadership team; and

•

External, publicly available market data on com petitive compensation levels and practices.

DHT Holdings Inc		Genesis Energy, L.P.		SEACOR Marine LLC
Eagle Bulk Shipping		Kirby Corporation		Tidewater, Inc.
Euronav		Matson, Inc.		Diamond S Shipping Inc.
Genco Shipping & Trading Ltd.		SEACOR Holdings		International Seaways, Inc.

•

Base salary;

•

Annual bonus;

•

Long-term incentive compensation;

•

Retirement benefits generally available to all employees; and

•

Welfare and similar benefits (e.g., medical, dental, disability and life insurance).

Name		Fiscal Year 2020 Salary
John C. Hadjipateras		$	550,000
John C. Lycouris		$	450,000
Theodore B. Young		$	400,000
Tim T. Hansen (1)		$	396,611
Alexander C. Hadjipateras		$	250,000

(1)

Converted from Danish Kroner to U.S. Dollars at a rate of 1 DKK = 0.1511 USD. Mr. Hansen was not an NEO for the Fiscal Year 2019; as such, the Compensation Committee did not review and approve his total compensation and salary for such period. Beginning on March 31, 2020, the Company ceased to be an emerging growth company and Mr. Hansen was determined to be an NEO for Fiscal Year 2020.

Name		Cash Bonus Awarded (1)
John C. Hadjipateras		$	300,000
John C. Lycouris		$	200,000
Theodore B. Young		$	300,000
Tim T. Hansen		$	175,646					(2)
Alexander C. Hadjipateras		$	145,000

(1)

In recognition of the officers’ contributions to the Company for FY 2019.

(2)

Converted from Danish Kroner to U.S. Dollars at a rate of 1 DKK = 0.1511 USD.

Name		Cash Bonus Awarded (1)
John C. Hadjipateras		$	1,225,000
John C. Lycouris		$	300,000
Theodore B. Young		$	300,000
Tim T. Hansen		$	333,226					(2)
Alexander C. Hadjipateras		$	250,000

(1)

In recognition of the officers’ contributions to the Company for FY 2020.

(2)

Converted from Danish Kroner to U.S. Dollars at a rate of 1 DKK = 0.1511 USD.

			Restricted Stock Awards and Restricted Stock Units
Name	Grant Date		Number of shares or units of stock granted (1)(2)				Grant date fair value of shares or units of stock
John C. Hadjipateras	8/5/2019			64,700			$	531,187
John C. Lycouris	8/5/2019			20,000			$	164,200
Theodore B. Young	8/5/2019			20,000			$	164,200
Tim T. Hansen	8/5/2019			18,000			$	147,780
Alexander C. Hadjipateras	8/5/2019			15,000			$	123,150

(1)

In recognition of the officers’ contributions to the Company for FY 2019.

(2)

On May 14, 2020, the Compensation Committee approved the following long-term equity awards for our NEOs in the form of time-based restricted stock in recognition of the officers' contributions to the Company for Fiscal Year 2020. Mr. J. Hadjipateras is scheduled to receive $1,225,000 of restricted shares that were issued on June 22, 2020. Mr. Lycouris, Mr. Young, and Mr. A. Hadjipateras are received 37,500 restricted shares, 35,000 restricted shares, and 30,000 restricted shares, respectively, on June 15, 2020. Mr. Hansen received 40,000 restricted stock units on June 15, 2020. The restricted shares for Mr. Lycouris, Mr. Young, and Mr. A. Hadjipateras vest in escalating installments on the grant date (June 15, 2020) and on the first, second, and third anniversary of that date. The restricted stock units for Mr. Hansen vest in escalating installments on the first, second, and third anniversaries of the grant date (June 15, 2020).

	Compensation Committee:
	Thomas J. Coleman
	Ted Kalborg
	Malcolm McAvity

Name and Principal Position	Fiscal Year Ended March 31,		Salary				Bonus (1)				Stock Awards (2)				All Other Compensation (3)				Total
John Hadjipateras (4)	2020		$	550,000			$	301,500			$	531,187			$	8,400			$	1,391,087
Chief Executive Officer	2019		$	550,000			$	301,500			$	540,892			$	8,250			$	1,400,642
	2018		$	550,000			$	601,500			$	549,000			$	8,100			$	1,708,600
John Lycouris (5)	2020		$	450,000			$	201,500			$	164,200			$	8,400			$	824,100
Chief Executive Officer, Dorian LPG (USA) LLC	2019		$	450,000			$	201,500			$	167,200			$	8,250			$	826,950
	2018		$	450,000			$	251,500			$	219,600			$	8,100			$	929,200
Theodore B. Young	2020		$	400,000			$	301,500			$	164,200			$	8,400			$	874,100
Chief Financial Officer	2019		$	400,000			$	201,500			$	167,200			$	8,250			$	776,950
	2018		$	400,000			$	251,500			$	201,300			$	8,100			$	860,900
Tim T. Hansen (6)	2020		$	390,552			$	174,228			$	147,780			$	39,055			$	751,615
Chief Commercial Officer	2019		$	390,309			$	176,538			$	150,480			$	39,031			$	756,358
	2018		$	397,591			$	173,615			$	175,680			$	39,759			$	786,645
Alexander C. Hadjipateras	2020		$	250,000			$	146,500			$	123,150			$	8,400			$	528,050
Executive Vice President of Business Development	2019		$	250,000			$	146,500			$	125,400			$	8,250			$	530,150
	2018		$	250,000			$	146,500			$	128,100			$	8,100			$	532,700

(1)

Represents cash bonuses to each of the NEOs.

(2)

The amounts set forth next to each award represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value reported in these columns are set forth in Note 12 to our consolidated financial statements included herein.

(3)

The amounts set forth represent contributions by the Company to each of the named executive officer’s 401(k) defined contribution plan for U.S. employees or retirement account for non-U.S. employees.

(4)

As our Chief Executive Officer, Mr. Hadjipateras does not receive any additional compensation for his services as a director.

(5)

As the Chief Executive Officer of our subsidiary, Dorian LPG (USA) LLC, Mr. Lycouris does not receive any additional compensation for his services as a director.

(6)

Mr. Hansen’s salary is calculated using the average applicable exchange rates during each fiscal year for the local currency of employment.

			Restricted Stock Awards and Restricted Stock Units
Name	Grant Date		Number of shares or units of stock granted				Grant date fair value of shares or units of stock (1)
John C. Hadjipateras	8/5/2019			64,700			$	531,187
John C. Lycouris	8/5/2019			20,000			$	164,200
Theodore B. Young	8/5/2019			20,000			$	164,200
Tim T. Hansen	8/5/2019			18,000			$	147,780
Alexander C. Hadjipateras	8/5/2019			15,000			$	123,150

(1)

The restricted stock unit grant made to Mr. Hansen on August 5, 2019 vest in equal installments on the first, second and third anniversaries of the date of grant, while the restricted stock award grants made on August 5, 2019 to the other NEOS vest on the grant date and the first, second, and third anniversaries of the grant date. The market price of the Company’s stock on the grant date of August 5, 2019 was $8.21.

				Restricted Stock Awards and Restricted Stock Units (1)
Name		Grant Date		Number of shares or units of stock that have not vested			Market value of shares or units of stock that have not vested (2)
John C. Hadjipateras		8/5/2019		48,525 (3)		$	422,653
		6/15/2018		32,350 (4)		$	281,769
		6/15/2017		18,750 (5)		$	163,313
John C. Lycouris		8/5/2019		15,000 (3)		$	130,650
		6/15/2018		10,000 (4)		$	87,100
		6/15/2017		7,500 (5)		$	65,325
Theodore B. Young		8/5/2019		15,000 (3)		$	130,650
		6/15/2018		10,000 (4)		$	87,100
		6/15/2017		6,875 (5)		$	59,881
Tim T. Hansen		8/5/2019		18,000 (6)		$	156,780
		6/15/2018		9,000 (4)		$	78,390
		6/15/2017		6,000 (5)		$	52,260
Alexander C. Hadjipateras		8/5/2019		11,250 (3)		$	97,988
		6/15/2018		7,500 (4)		$	65,325
		6/15/2017		4,375 (5)		$	38,106

(1)

The table excludes one-time restricted share awards and restricted stock units granted by the Compensation Committee after March 31, 2020, to each of Mr. J. Hadjipateras, Mr. Lycouris, Mr. Young, Mr. Hansen and Mr. A. Hadjipateras in the amounts of 155,674 restricted shares, 37,500 restricted shares, 35,000 restricted shares, 40,000 restricted stock units, and 30,000 restricted shares, respectively. The restricted shares granted to Mr. J. Hadjipateras vested on the grant date. The restricted shares granted to Mr. Lycouris, Mr. Young, and Mr. A. Hadjipateras vest in escalating installments on the grant date and on the first, second, and third anniversary of the grant date. The restricted stock units granted to Mr. Hansen vest in escalating installments on the first, second, and third anniversary of the grant date.

(2)

Fair market value of our common stock on March 31, 2020. The amount listed in this column represents the product of the closing market price of the Company’s stock as of March 31, 2020 ($8.71) multiplied by the number of shares or units of stock subject to the award.

(3)

Granted on August 5, 2019 and vested or vests ratably on each of the grant date and first, second and third anniversaries of the date of grant.

(4)

Granted on June 15, 2018 and vested or vests ratably on each of the grant date and first, second and third anniversaries of the date of grant.

(5)

Granted on June 15, 2017 and vested or vests ratably on each of the grant date and first, second and third anniversaries of the date of grant.

(6)

Granted August 5, 2019 and vests ratably on each of the first, second and third anniversaries of the date of grant.

		Option Awards								Restricted Stock Awards and Restricted Stock Units
Name		Number of shares acquired on exercise				Value realized on exercise				Number of shares acquired on vesting				Value realized on vesting
John C. Hadjipateras (1)			-				-				186,516			$	1,630,627
John C. Lycouris (2)			-				-				86,666			$	763,277
Theodore B. Young (3)			-				-				53,750			$	467,275
Tim T. Hansen (4)			-				-				24,832			$	232,351
Alexander C. Hadjipateras (5)			-				-				26,250			$	224,738

(1)

Mr. J, Hadjipateras had 53,675 shares of restricted stock vested on June 15, 2019 at a market price of $8.30, 116,666 shares of restricted stock vested on June 30, 2019 at a market price of $9.02, and 16,175 shares of restricted stock vested on August 5, 2019 at a market price of $8.21.

(2)

Mr. Lycouris had 20,000 shares of restricted stock vested on June 15, 2019 at a market price of $8.30, 61,666 shares of restricted stock vested on June 30, 2019 at a market price of $9.02, and 5,000 shares of restricted stock vested on August 5, 2019 at a market price of $8.21.

(3)

Mr. Young had 18,750 shares of restricted stock vested on June 15, 2019 at a market price of $8.30, 30,000 shares of restricted stock vested on June 30, 2019 at a market price of $9.02, and 5,000 shares of restricted stock vested on August 5, 2019 at a market price of $8.21.

(4)

Mr. Hansen had 16,500 shares of restricted stock vested on June 15, 2019 at a market price of $8.30 and 8,332 shares of restricted stock vested on March 2, 2020 at a market price of $11.45.

(5)

Mr. A, Hadjipateras had 12,500 shares of restricted stock vested on June 15, 2019 at a market price of $8.30, 10,000 shares of restricted stock vested on June 30, 2019 at a market price of $9.02, and 3,750 shares of restricted stock vested on August 5, 2019 at a market price of $8.21.

(1)

Does not include 317,048 issued restricted shares and restricted stock units, which are subject to vesting as of March 31, 2020, and the 400,504 restricted shares and restricted stock units granted by the Compensation Committee after March 31, 2020 to certain of our executive officers and employees, of which 194,629 shares vested on the grant date. See “―Outstanding Equity Awards At Fiscal Year End” and “—2014 Equity Incentive Plan.”

(2)

Represents available shares for future issuance under the 2014 Equity Incentive Plan as of March 31, 2020. The above table does not reflect the 400,504 restricted shares and restricted stock units granted by the Compensation Committee and 7,575 shares granted to certain directors and non-employee consultants after March 31, 2020. See “—2014 Equity Incentive Plan.”

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

(in U.S. dollars)		March 31, 2020				March 31, 2019
Net income/(loss)		$	111,841,258			$	(50,945,905	)
Interest and finance costs			36,105,541				40,649,231
Unrealized (gain)/loss on derivatives			18,206,769				7,816,401
Realized (gain)/loss) on derivatives			(2,800,374	)			(3,788,123	)
Stock-based compensation expense			3,227,686				5,476,234
Depreciation and amortization			66,262,530				65,201,151
Adjusted EBITDA		$	232,843,410			$	64,408,989

Numerator:		March 31, 2020				March 31, 2019
Revenues		$	333,429,998			$	158,032,485
Voyage expenses			(3,242,923	)			(1,697,883	)
Time charter equivalent		$	330,187,075			$	156,334,602
Denominator:
Operating days			7,715				7,189
TCE rate:
Time charter equivalent rate		$	42,798			$	21,746