Governance

Our Board

The Board of Directors of GSL is committed to its fiduciary responsibility to represent shareholder interests and oversee the management of GSL's business and sets high standards for the Company's employees, officers and directors.

The procedures and standards the Board of Directors follows to fulfill its responsibilities are recorded in the Board Committee Charters and through the various guideline documents available for download here. These are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

The corporate governance standards of the NYSE are different for United States domestic issuers and foreign private issuers. While a number of the NYSE corporate governance standards for United States domestic issuers do not apply to GSL as a foreign private issuer, the Company still intends to comply with many of these.

Mr Youroukos has been involved in Shipping since 1993, when he joined a major Greek shipowning company and worked in various departments. He founded Technomar, an internationally recognized ship management company, in 1994, where he has served as Managing Director. With over 25 years of experience in the sector, he has negotiated and executed over 270 secondhand and newbuilding vessel transactions, creating partnerships with a number of major shipping banks resulting in co-investment of approximately $230 million in workout transactions. He has also partnered with Private Equity firms to jointly invest in container and dry bulk vessels. Mr. Youroukos serves as the Chairman of the Hellenic Advisory Committee of International classification society, RINA and holds a Bachelor in Mechanical Engineering from University College London and a Master in Engineering from Brunel University.
Member of the ESG Committee
Mr. Gross has been a director since inception and was Chairman from September 2008 to November 2018 when the strategic combination with Poseidon Containers closed. Since 2010, Mr. Gross has been the Chairman of the board of directors and Chief Executive Officer of Solar Senior Capital Ltd. Since 2007, Mr. Gross has served as the Chairman and Chief Executive Officer of Solar Capital Ltd, a finance company focusing on debt and equity investments in leveraged companies. From 2004 to 2006, Mr. Gross was the President and Chief Executive Officer of Apollo Investment Corporation ("AIC"), a publicly traded business development company, and was the managing partner of Apollo Investment Management, L.P. ("AIM"), the investment adviser to AIC. From 1990 to 2006 Mr. Gross was a senior partner of Apollo Management, a leading private equity firm which he co-founded in 1990.
Chair of the Compensation Committee

Mr. Chalkias is the Co-founder of Prime Marine, a leading international product tanker and gas carrier management company, where he serves as Co-Chief Executive Officer. He has more than 20 years of experience in the shipping industry, during which he has accumulated broad experience in all aspects of the business and established strong relationships in the industry. Prior to co-founding Prime Marine’s predecessor in 1999, he was employed by Tufton Oceanic Limited, a specialized shipping finance and investment firm in London, where he was involved with debt and equity instruments as well as structured financing. Over the course of his career, Mr. Chalkias has invested in many vessels, primarily product tankers and gas carriers, as well as co-investing in shipping assets alongside well known US based Private Equity Funds.

He also serves as Director of First Ship Lease Trust, a publicly traded Singapore-based business trust, which controls a diversified portfolio of 19 vessels. Mr. Chalkias holds an MSc with Distinction in Shipping, Trade & Finance from the Cass Business School at the City University of London and a BSc with Honours in Maritime Business and Maritime Law from the University of Plymouth.

Member of the Audit Committee
Chair of the Nominating and Governance Committee
Member of the Conflicts Committee
Member of the Compensation Committee
Ms. Helfer was appointed a director in 2022 and has more than 40 years of experience in the finance industry and more than 20 years of shipping experience. She commenced her career in international ship financing in 2000 in Vereins- und Westbank AG (merged into UniCredit). In 2005, Ms. Helfer joined DVB Bank SE in Hamburg, where she became Deputy Head of the Global Container, Car Carrier, Intermodal & Ferry Group. In 2011, Ms. Helfer became the Chief Representative of DVB Bank in Greece. She spent the preceding five years in Athens managing DVB’s local office by reporting directly to the CEO of the bank. In 2016, Ms. Helfer was asked by the Federal State of Schleswig-Holstein and the City of Hamburg to become a Member of the Board of Managing Directors of the newly established portfoliomanagement AöR. In this role Ms. Helfer and her team had the responsibility of winding down a portfolio of non-performing shipping loans with an amount of EUR 4.1 billion transferred from HSH Nordbank AG to portfoliomanagement AöR. Ms. Helfer is also a Member of the Advisory Board of Deutsche Bundesbank in Hamburg, Schleswig-Holstein and Mecklenburg-Vorpommern.
Member of the Audit Committee
Mr. Neugeborn was appointed a director in 2022 and is a Master Mariner with more than 40 years of experience in the shipping industry. He currently serves as the Chief Executive Officer of Aquarii Shipping Solutions Ltd., a private shipping consultant company. Prior to joining the Board of GSL, from 2010 to 2022 he served as Manager of the Chartering and Sale and Purchase Division at ZIM Integrated Shipping Services Ltd. and from 2008 to 2010 he served as the Manager of the Shipping Commercial Division at XT Shipping Ltd. (formerly, Ofer Brothers Shipping, Haifa). Between 2002 – 2007 he served as a Managing Director of Zim-Ofer Shipbrokers. Further, from 1994 to 1998 he served as Commanding Captain onboard ocean-going vessels. Mr. Neugeborn graduated from the Israeli Maritime Institute in Acre, Israel (Haifa University) and has a Certificate of Competency, Master Mariner F.G.
Member of the ESG Committee
Mr. Pitner, who has 30 years of shipping experience, was appointed a director in November 2018. Mr. Pitner commenced his career in 1974 in the Risk Department of Banque Indosuez, now part of Credit Agricole Group. He held various operational and commercial responsibilities in the Bank’s French Export Credit Department. In 1987, Mr. Pitner joined the Shipping Division of the Bank’s Structured Finance Department, where he financed newbuildings and was also responsible for special projects. He then was entrusted with increasingly senior roles. In September 2017, after 42 years, Mr. Pitner retired from the bank. He graduated from Reims business school and holds a MSIA from Krannert Business School - Purdue University, USA.
Member of the Nominating and Governance Committee
Member of the Compensation Committee
Mr. van Lacum commenced his career in 1997 at the Fortis Group in the Netherlands. In 1999, he joined the Transportation Group at MeesPierson where he was responsible, in different capacities, for arranging and structuring debt capital markets and leasing products predominantly for the Transportation Equipment Leasing sector. In 2005, Mr. van Lacum became Director of the Fortis Principal Finance Group in the USA, responsible for holding equity investments and structuring debt instruments across different asset classes within the Transportation Sector. In 2009, Mr. van Lacum joined the Transportation Capital Group (“TCG”) as a Partner in the Netherlands. TCG is a private investment firm focusing primarily on the maritime industry. Mr. van Lacum holds a Master’s Degree in Economics from the University of Amsterdam, Netherlands.
Chair of the Audit Committee
Chair of the Conflicts Committee
Chair of the ESG Committee
Mr. Webber was the Chief Executive Officer of Global Ship Lease from July 2007 through March 2024. From 1996 to 2006, Mr. Webber served as the Chief Financial Officer and a director of CP Ships Limited, a subsidiary of Canadian Pacific Limited until 2001 and thereafter a public company listed on the New York and Toronto stock exchanges until its acquisition by TUI A.G. in 2005. From 1979 to 1996, Mr. Webber worked for PriceWaterhouse, the last five years of which he was a partner. Mr. Webber is a graduate of Cambridge University.
Mr. Wils was appointed as a director by the board of directors on May 8, 2014. He is a consultant in the shipping and logistics industries, after more than 40 years of experience in the sector. Mr Wils joined the CMA CGM group in 1996 as managing director of the previously state owned shipping company, CGM, on its acquisition by CMA. He was appointed an executive board member of CMA CGM in 2001 on the merger of CMA and CGM, until his retirement in 2008. From 1992 to 1996, he was chairman and CEO of Sceta International, later renamed Geodis International, a leading European logistics and freight forwarding company. He was the managing director of the shipping group Delmas Vieljeux, which he joined in 1971, from 1982 to 1992. Mr Wils, who is a graduate of HEC Paris and of Paris University, was appointed Chevalier de la Légion d'Honneur in 1995 and chaired the French Shipowners Association from 1998 to 2000.
Member of the Audit Committee
Member of the Nominating and Governance Committee
Member of the Conflicts Committee
Member of the ESG Committee

Committee Charters

Governance Documents

Committees

GSL's Board of Directors has established Audit, Nominating / Corporate Governance, Conflicts, and Compensation Committees, each comprised entirely of independent directors. Furthermore, the Board has established an ESG Committee, which includes our Executive Chairman.

The Audit Committee reports to the Board of Directors on all matters related to the preparation of our financial information and its disclosure. The Audit Committee's Charter also includes recommending the appointment and review of external auditors, performing the internal audit function, overseeing significant financial transactions and financial policy and strategy, identifying and monitoring business risks and ensuring we fully meet disclosure requirements of regulatory authorities.

The Nominating / Corporate Governance Committee reports to the Board of Directors on and is responsible for issues succession planning and the appointment, development and performance evaluation of the members of the Board and senior executives of the Company. It also assesses the adequacy and effectiveness of our Corporate Governance Guidelines, reviewing and recommending changes to the Board whenever necessary.

The primary purposes of our Conflicts Committee are to review, evaluate, and approve any transaction or other matter referred or disclosed to it where a conflict of interest or potential conflict of interest exists or arises, whether real or perceived. Such matters may include transactions between Global Ship Lease or any of its subsidiaries on the one hand, and Technomar Shipping, Inc., or ConChart Commercial, Inc., or any of the Company’s officers or directors or affiliates of its officers or directors, on the other hand.

The Compensation Committee is responsible for and reports to the Board of Directors on the evaluation and compensation plans, reviews and determines director compensation and prepares any report on executive compensation required by the rules and regulations of the SEC.

The primary purposes of our ESG Committeeare to (i) guide, support, and supervise management in developing, articulating, and continuing to evolve our ESG strategy; ii) evaluate and recommend ESG initiatives for adoption; iii) assess ESG risks and opportunities; and iv) promote ESG practices within our business culture and processes.

Audit Committee Compensation Committee Nominating and Governance Committee Conflicts Committee ESG Committee
Michael Chalkias Audit Committee Compensation Committee Nominating and Governance Committee Conflicts Committee
Michael S. Gross Compensation Committee
Ulrike Helfer Audit Committee
Captain Yoram (Rami) Neugeborn ESG Committee
Alain Pitner Compensation Committee Nominating and Governance Committee
Menno van Lacum Audit Committee Conflicts Committee ESG Committee
Alain Wils Audit Committee Nominating and Governance Committee Conflicts Committee ESG Committee
George Youroukos ESG Committee
= Chairperson = Member

NYSE Standards

The corporate governance standards of the NYSE are different for United States domestic issuers and foreign private issuers, such as GSL. While a number of the NYSE corporate governance standards for United States domestic issuers do not apply to GSL as a foreign private issuer, we have voluntarily adopted certain practices. For example, our Board of Directors is comprised of a majority of independent directors. We also have an Audit Committee, a Nominating / Corporate Governance Committee and a Compensation Committee, each comprised entirely of independent directors.

For information on the significant differences between our corporate governance practices and the NYSE standards applicable to U.S. domestic issuers, please see our most recent annual report on Form 20-F, which has been publicly filed with the U.S Securities and Exchange Commission.

Contact the Board

You can contact Global Ship Lease's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address.

Company Secretary of Global Ship Lease, Inc.
c/o Technomar Shipping Inc.
3-5 Menandrou Str
Kifissia 145 61
Athens
Greece

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Global Ship Lease Board of Directors has requested that certain items which are unrelated to the duties and responsibilities of the board should be excluded, such as:

  • Resumes and other forms of job inquiries
  • Surveys
  • Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

You may also communicate online with our Board of Directors as a group.

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