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DORIAN LPG LTD.

For the period ended Sep 5, 2025. Filed Jul 22, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 5, 2025 · Filed Jul 22, 2025

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Contents

Equity-based Compensation

Equity compensation is a central element of our executive pay program and is designed to support our long-term business strategy, promote alignment with shareholder interests, and retain key leadership talent. The Compensation Committee believes that granting equity awards to executives helps foster a long-term ownership mindset, encourages decision-making that supports sustainable performance, and discourages excessive short-term risk-taking.

The equity program is built around three key objectives. First, it aligns the interests of our executives with those of our shareholders by linking a meaningful portion of compensation to the performance of our stock. Second, it promotes long-term growth by rewarding executives for sustained contributions to company performance and shareholder value creation. And third, it helps ensure leadership stability by providing retention incentives that encourage continuity in our senior management team.

Each year, the Compensation Committee determines the size of individual equity awards by considering a range of factors. These include the executive’s individual performance and contributions during the prior year, the scope and strategic

importance of their role, and input from our Chief Executive Officer for executives other than himself. The Committee also reviews market data and peer company practices to ensure our equity grants remain competitive within the shipping industry and broader market.

For Fiscal Year 2025, the Committee continued to use time-based restricted stock as the sole form of long-term equity compensation for our Named Executive Officers (NEOs). In a capital-intensive and often unpredictable industry like ours, time-based equity provides an effective balance of retention and motivation while also delivering a clear and direct link to shareholder value.

On August 5, 2024, the Compensation Committee granted annual long-term equity awards for our NEOs. These awards vest in three equal installments: one-third on the grant date, with the remaining two-thirds vesting on the first and second anniversaries of the grant date. This vesting schedule is intended to recognize past contributions while reinforcing a continued commitment to the Company’s long-term strategic goals.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · 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​8/5/2024​84,500​$3,140,020​
John C. Lycouris​8/5/2024​30,000​$1,114,800​
Theodore B. Young​8/5/2024​33,000​$1,226,280​
Tim T. Hansen​8/5/2024​25,000​$929,000​
Alexander C. Hadjipateras​8/5/2024​30,000​$1,114,800​
(1)Represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.

Transition to Include Performance-Based LTI Awards Beginning FY2026

For Fiscal Year 2026, the Compensation Committee took a significant step in the evolution of our executive compensation program by introducing performance-based equity awards as part of our Long-Term Incentive (“LTI”) structure. Historically, our LTI program consisted solely of time-based restricted stock, which has served us well in retaining leadership and encouraging long-term value creation. The Committee determined that a more performance-oriented approach would better support shareholder interests and further align executive pay with measurable results.

The shift to performance-based equity reflects the Committee’s belief that a meaningful portion of executive compensation should be directly tied to the achievement of specific outcomes that enhance shareholder value over the long term. In adopting this structure, the Committee aimed to foster a stronger pay-for-performance culture, strengthen accountability at the senior leadership level, and ensure our compensation practices remain competitive within the capital-intensive and highly cyclical shipping industry.

Beginning in Fiscal Year 2026 (in relation to services performed in Fiscal Year 2025), LTI awards for our Named Executive Officers will be determined based on a pre-established target value, approved by the Compensation Committee, and expressed as a percentage of each executive’s base salary.

Under this structure, 20% of the total LTI award value will be granted in the form of performance-based restricted stock units (“PSUs”), with the remaining 80% awarded as time-based restricted stock. This initial allocation represents the first phase of a multi-year transition, during which the Committee intends to gradually increase the proportion of performance-based awards. This phased approach enables the Committee to assess and refine performance metrics, strengthen alignment with long-term strategic objectives, and preserve effective retention incentives throughout the transition.

The performance-based awards are designed to vest at the end of a multi-year performance period, contingent upon the achievement of two carefully selected metrics: Return on Net Invested Capital (“RONIC”) and relative Total Shareholder Return (“TSR”). RONIC was chosen for its ability to measure how efficiently the Company generates returns on net invested capital—an especially relevant consideration in our asset-heavy industry. Relative TSR provides a market-based lens on performance by comparing our stock performance, including dividends, against that of a defined group of peer companies in the shipping sector. Together, these metrics provide a balanced view of financial discipline and market

competitiveness, both of which are critical to long-term value creation.

To reinforce accountability and ensure a clear link between performance and payout, these awards are structured with defined thresholds. Executives may earn a portion of the target award if minimum performance is achieved, receive the full award at target performance, and earn a maximum payout of up to 200% of the target shares for superior performance. Final vesting is subject to the Compensation Committee’s certification of results following the performance period.

The Committee believes that introducing performance-based awards represents an important evolution in our executive compensation design. It supports a more rigorous and transparent alignment between pay and performance, and enhances our ability to attract, retain, and motivate leadership capable of driving long-term growth and value creation. As we continue this multi-year transition, we remain committed to refining our approach in response to business needs, shareholder expectations, and best practices in executive pay.

In relation to services performed in FY 2025, the Compensation Committee will award each of the NEOs equity grants of approximately (1) for Mr. J. Hadjipateras, 275% of his base salary; (2) for Mr. Young, 200% of his base salary; and (3) for Messrs. Lycouris, Hansen, and A. Hadjipateras, 175% of their respective base salaries, using in each case a reference stock price based on 90-day VWAP through March 31, 2025. These equity grants were divided as 80% time based and 20% PSUs.

Employment Agreements with the NEOs

None of our NEOs, with the exception of Mr. Hansen and Mr. Alexander C. Hadjipateras, are subject to an employment agreement with us or our subsidiaries.

On June 30, 2023, Alexander C. Hadjipateras and Dorian LPG Management Corp., (“DORMACO”) an indirect wholly-owned subsidiary of the Company, entered into the Employment Agreement of indefinite duration which sets forth the terms of his continued employment as Managing Director of DORMACO. The Employment Agreement provides that DORMACO may, at its discretion, request Alexander C. Hadjipateras act as a director and/or officer of DORMACO or any affiliated company inclusive of Dorian LPG (USA) LLC and the Company.

Under the Employment Agreement. Alexander C. Hadjipateras will receive monthly remuneration of €15,198 for his services as Managing Director of DORMACO. In addition, he is eligible to receive cash bonuses from time to time at the discretion of DORMACO. The monthly remuneration noted here is included in the base salary noted above, and any cash bonuses awarded at the discretion of DORMACO will be subject to the approval of the Compensation Committee and shall be considered as part of his overall compensation package.

On August 1, 2018, Tim Hansen and Dorian LPG (DK) ApS., (“DLPG DK”) an indirect wholly-owned subsidiary of the Company, entered into the Employment Agreement of indefinite duration which sets forth the terms of his continued employment at DLPG DK.

Executive Severance and Change in Control Severance Plan

The 2014 Executive Severance and Change in Control Severance Plan (the "Severance and CIC Plan") provides for payments and other benefits in certain circumstances involving a termination of employment, including a termination of employment in connection with a change-in-control. Cash payments in connection with a change-in-control are subject to a double trigger; that is, the executive is not entitled to payment unless there is both a change-in-control and the executive is subsequently terminated without cause (or resigns for good reason) within a two-year period following the change-in-control. Our executives are not entitled to any severance payments if they are terminated for cause or as a result of voluntary termination (outside of the retirement context) unless it is for good reason. Detailed information with respect to these payments and benefits can be found under the section entitled “2014 Executive Severance and Change in Control Severance Plan.” Mr. J. Hadjipateras, Mr. Lycouris, Mr. Young, and Mr. A. Hadjipateras are participants in the Severance and CIC Plan.

The Committee believes that these severance benefits encourage the commitment of our NEOs and ensure that they will be able to devote their full attention and energy to our affairs in the face of potentially disruptive and distracting circumstances.

Additional Information

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