Sector: Energy
DORIAN LPG LTD · Meeting: September 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors — Re-election of Three Class I Directors for a Three-Year Term Expiring at the 2029 Annual Meeting
Lunde has served since November 2022 (just over 3 years); LPG's 3-year total shareholder return of +136.1% outperforms the peer group median of +72.6% by +63.5 percentage points, which is below the 65-point threshold required to trigger an against vote for a strong-positive TSR company, so no TSR concern applies; she is independent, attended all meetings, serves on appropriate committees only, and holds no disqualifying outside board seats.
Tan has served since May 2015 and is independent; LPG's 3-year outperformance of the peer group median (+63.5pp) falls below the 65-point trigger threshold for a strong-positive TSR company, so no TSR concern applies; she attended all meetings, her shipping and maritime finance expertise is directly relevant, and she holds no disqualifying number of outside board seats.
Wiernicki was appointed to the board effective April 29, 2026, meaning he has served fewer than 24 months and is fully exempt from the TSR trigger under policy; he is independent, brings 35+ years of maritime industry expertise as former CEO of the American Bureau of Shipping, and there are no overboarding, attendance, or independence concerns.
All three nominees receive a FOR vote. LPG's 3-year stock return of +136.1% outperforms its disclosed compensation peer group median by +63.5 percentage points, which falls just below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns. No director has attendance below 75%, overboarding issues, independence concerns, or disqualifying familial relationships. Wiernicki is additionally exempt from the TSR trigger as a new director appointed within the past 24 months.
CEO
John C. Hadjipateras
Total Comp
$5,304,620
Prior Support
N/A
CEO total compensation of $5,304,620 is within a reasonable range for a CEO of a ~$1.9 billion energy/shipping company and does not appear to exceed the +20% individual benchmark threshold that would trigger a no vote. The company has made meaningful pay-for-performance improvements in fiscal year 2026, including introducing a formula-based annual bonus program tied to pre-established financial, safety, and individual goals, adding performance stock awards with objective metrics (Return on Net Invested Capital and Total Shareholder Return), and disclosing a clawback policy — all positive governance signals. LPG's 3-year stock return of +136.1% substantially outperforms its peer group median of +72.6%, so any above-benchmark incentive pay is supported by strong shareholder returns.
Auditor
Deloitte Certified Public Accountants S.A.
Tenure
N/A
Audit Fees
$527,552
Non-Audit Fees
$1,914
Non-audit fees of $1,914 represent less than 1% of audit fees of $527,552, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.9 billion company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and there are no disclosed material financial restatements.
The 2026 Dorian LPG annual meeting ballot is straightforward with no major governance concerns: all three director nominees earn a FOR vote given the company's strong 3-year stock outperformance versus peers, Deloitte's re-appointment is uncontroversial with negligible non-audit fees, and the say-on-pay vote earns support given recent pay-for-performance improvements and robust shareholder returns. The main area for shareholder attention is Proposal 5, the equity plan share increase of 2,500,000 shares (~5.8% dilution), which falls outside the scope of this policy but warrants independent evaluation.
10 companies disclosed in 2026 proxy filing
