SEC Form DEF 14A filed by Kirby Corporation

TABLE OF CONTENTS

March 7, 2025

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors (the “Board”), we cordially invite you to attend Kirby Corporation’s (“Kirby” or the “Company”) 2025 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 2025 Annual Meeting and our Proxy Statement.

2024 was a record year for Kirby. We experienced strong performance across the marine transportation (“KMT”) segment, and continued to strategically pivot within the Distribution and Services (“KDS”) business towards electrification and power generation. We are pleased with our financial results. No year is without challenges, and we did experience weather related headwinds, continuing inflationary pressures and supply chain issues. Our employees remained focused, resilient and successfully achieved strong operating and financial results. We stayed true to “No Harm to People, No Harm to Equipment, and No Harm to the Environment.”

In the KMT segment, despite seasonal weather challenges, inland marine had a positive year driven by strong demand, increased term and spot contract pricing, steady customer demand, and strong barge utilization. The first half of the year was impacted by normal winter weather conditions that drove an increase in delay days and impacted our operations. However, our team successfully navigated these challenges and managed to achieve operating margins in the low 20% range. The second half of the year did see some headwinds primarily due to a pause in refinery activity in Q4, but strong pricing and utilization allowed for inland marine to conclude the year with strong operating margins. In our coastal marine business, strong customer demand and limited supply of vessels, created a strong market dynamic that allowed the business to conclude 2024 with operating margins in the low teens.

In the KDS segment, we saw a year of mixed demand across our markets. Due to a slowdown in traditional fracturing equipment, our team continued to pivot towards electric equipment and the power generation business which has continued to see success and new growth. While there was softness in on-highway trucking, marine repair was strong and was able to offset that decline. Even despite some market headwinds, the KDS segment was able to conclude 2024 with operating margins in the high single digits.

During the year, Kirby continued to advance its sustainability journey impacting different areas of the Company at all levels. A focus on safety, adherence to human rights through training, and a commitment to positive environmental stewardship, all pushed our sustainability efforts forward.

While the Company is mindful of challenges moving into 2025 such as an acute mariner shortage, on-going inflationary pressures, supply chain issues, and unknown impacts from tariff negotiations, with the right focus and work ethic, we can still achieve great results. I’m proud of our teams who have successfully and proactively addressed new market opportunities.

We do anticipate another year of strong financial growth from the KMT business as we expect positive market dynamics. For KDS, we expect the year to remain flat as our power generation business will offset a decline in the traditional oil and gas market. I want to thank our employees for a great year and thank our stockholders for supporting us.

Your vote is important to us, regardless of the number of shares you hold or whether you plan to attend the Annual Meeting. Once you have reviewed the proxy materials and have made your decisions, please vote your shares using one of the methods outlined in the Proxy Statement. Thank you for your continued support and for investing in Kirby Corporation.

		Sincerely,     DAVID W. GRZEBINSKI Chief Executive Officer

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

You have the right to receive this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 3, 2025. Please remember that your shares cannot be voted unless you sign and return a paper proxy card, vote during the Annual Meeting, or vote your shares via the phone or internet. All participants who attend the Annual Meeting will be allowed to ask questions to management during the meeting.

Important Notice Regarding the Availability of Proxy Materials for Our 2025 Annual Meeting of Stockholders

We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including this Proxy Statement, a proxy card or voting instruction form, and our Annual Report on Form 10-K (collectively, the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. The Notice is first being sent to stockholders and the Proxy Materials are first being made available to stockholders at www.proxydocs.com/KEX on or about March 18, 2025.

Your Vote Is Important

Your vote is important. Whether you intend to attend the meeting or not, please ensure that your shares will be represented by completing, signing, and returning your proxy card, or by voting via the phone or internet.

At the Meeting		Telephone 866-430-8285		Internet www.proxypush.com/KEX		Mail Fill out your proxy card and submit by mail.

Sincerely,

AMY D. HUSTED

Executive Vice President, General Counsel and Secretary

PROXY MATERIALS

This booklet contains the notice of the Annual Meeting and the Proxy Statement, which contains information about the proposals to be voted on at the meeting, Kirby’s Board of Directors and its committees, and certain executive officers. This year you are being asked to:

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Kirby Corporation to be voted at the Annual Meeting of Stockholders to be held on April 29, 2025, at 10:00 a.m. (CDT). Stockholders of record at the close of business on March 3, 2025, will be able to attend the 2025 Annual Meeting at Kirby’s executive offices located at 55 Waugh Drive, Suite 1100, Houston, Texas 77007.

The mailing address of Kirby’s principal executive offices is P.O. Box 1745, Houston, Texas 77251-1745 and the office number is 713-435-1000.

Whenever we refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that results from an adjournment or postponement of the Annual Meeting.

Unless the context requires otherwise, the terms “Kirby,” “the Company,” “our,” “we,” “us,” and similar terms refer to Kirby Corporation, together with its consolidated subsidiaries.

BOARD COMPOSITION AND EXPERIENCE

The following matrix displays the most significant skills and qualifications that each Director, who is either nominated for election or continuing in office, possesses. The Environmental, Social and Governance (“ESG”) and Nominating Committee reviews the composition of the Board as a whole periodically to ensure that the Board maintains a balance of knowledge and experience and to assess the skills and characteristics that the Board may find valuable in the future and in the long-term interest of stockholders. The Board seeks to achieve diversity and recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives. The following charts illustrate the Board’s continued commitment to diversity of backgrounds and Board refreshment.

The ESG and Nominating Committee recommends to the Board the qualifications for Board membership and for identifying, assessing and recommending qualified Director candidates for the Board’s consideration. Directors should have the following attributes:

The ESG and Nominating Committee also considers such other factors as the it deems appropriate, given the current and anticipated needs of the Board and the Company, to maintain a balance of knowledge, experience, background, and capability.

2024 FINANCIAL SUMMARY

Consolidated revenues increased 6% in 2024 to $3.3 billion. The year-over-year improvement was driven by improved pricing and steady demand in the marine transportation segment and strong demand for our power generation equipment in the distribution and services segment. Net earnings attributable to Kirby in 2024 were $286.7 million or $4.91 per share. Net earnings attributable to Kirby, excluding one-time items,¹ were $318.8 million or $5.46 per share in 2024.

Marine transportation revenues increased 11% to $1.9 billion during 2024. The strong growth was primarily due to a 10% increase in inland marine revenues driven by increased term and spot contract pricing, steady demand, and strong barge utilization. Inland marine market conditions remained steady throughout 2024 despite seasonal challenges, headwinds from lock closures, and a temporary slowdown in refinery activity in the fourth quarter. The first quarter was impacted by normal winter weather conditions, including significant wind and fog along the Gulf Coast, that drove an increase in delay days and impacted our operations. In the second quarter, inland marine operating conditions improved and combined with strong utilization to push operating margins into the low 20% range. In the third quarter, strong market conditions continued and led to spot market prices increasing year-over-year in the low double-digit range and term contracts renewing up in the high single digits year-over-year. While refinery activity paused at the start of the fourth quarter, it steadily improved by the end of the quarter and kept our barge utilization in the 90% range. Inland marine was able to conclude the year with operating margins right at 20%. The inland marine market is expected remain strong in 2025, driven by limited new barge construction, steady customer demand, and improved pricing partially offset by inflationary pressures, labor shortages, and the high cost of new equipment.

In coastal marine, revenues increased 18% year-over-year as market conditions were favorable throughout the year due to solid customer demand and limited availability of vessels. In the first quarter, strong market conditions continued to push prices higher which drove operating margins to high single to low double-digit range. During the second quarter, steady customer demand and limited vessel capacity resulted in further price increases year-over-year on term contract renewals and operating margins in the low teens range. In the third quarter, business fundamentals remained strong and pushed operating margins into the mid-teens range. In the fourth quarter, with a high number of planned shipyards in the quarter, our team executed well and was able to keep margins in the low teens. The coastal marine business was able to finish the year with operating margins averaging in the low teens. In 2025, coastal marine is expected to continue seeing positive market dynamics with steady customer demand and limited availability of vessels.

In distribution and services, revenues decreased 1% year-over-year, as a result of mixed demand across the different parts of the segment. Our power generation business experienced a strong pace of order growth throughout the year with several large project wins in data centers, backup power and other industrial applications. Power generation ended 2024 with 20% growth in revenues year-over-year and operating margins in the high single digits. In the commercial and industrial market, while demand was strong in marine repair, the business did experience softness in on-highway truck service and repair. Despite the softness in on-highway trucking, commercial and industrial ended the year with operating income growth of 21% year-over-year and had operating margins in the high single digits. In the oil and gas market, while revenues were down 28% year-over-year due to the conventional diesel fracturing market slow down, the business continued to see growth in electric fracturing and related equipment. Overall, the KDS segment concluded the year with operating margins in the high single digits. In 2025, KDS is expected to see continued growth in power generation which is expected to mostly offset lingering softness in other areas.

From a cash flow and balance sheet perspective, Kirby generated $756 million in cash flow from operations in 2024 which was used to fund capital expenditures, buy back shares, pay down debt, and fund a small number of acquisitions. Total capital spending in 2024 was down 15% year-over-year to $343 million. Throughout the year, the Company remained committed to reducing debt and repaid $144 million of debt. At the end of 2024, Kirby’s total long-term debt had declined to $875 million, with the debt-to-capitalization ratio improving to 20.7%. During the year, Kirby also returned capital to stockholders by buying back 1.6 million shares at an average price of $106.40 for $174.6 million.

CORPORATE GOVERNANCE

The Board of Directors provides guidance to and oversight of management with respect to Kirby’s business strategy throughout the year. The Board represents the stockholders’ interest and is responsible for overseeing Company management, which includes monitoring the effectiveness of management practices and decisions, corporate performance, the integrity of the Company’s financial controls, and the effectiveness of its enterprise risk management programs. To that end, the Board has established governance practices including the guidelines and charters described below which are reviewed by the Board at least annually and changes are made as necessary.

Risk Oversight

The full Board is responsible for the oversight of key risks to Kirby’s business and reviews with management the Company’s business, including identified risk factors. The Board periodically visits Kirby operations sites. These visits enable the directors to observe and provide input on practices, performance, technology, industry and corporate standards. The Board oversees a broad spectrum of interrelated risks with assistance from its committees. The Board has designated the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. A particular risk will be monitored and evaluated by the Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity issues. See page 24 for further detail on risk oversight by the Board and its committees.

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers, and employees of the Company, including the Company’s chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. A copy of the Business Ethics Guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents. The Company is required to make prompt disclosure of any amendment to or waiver of any provision of its Business Ethics Guidelines that applies to any director or executive officer including its chief executive officer, chief financial officer, chief operating officer, chief accounting officer or controller, or persons performing similar functions. The Company will make any such disclosure that may be necessary by posting the disclosure on its website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. A copy of the guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Communication with Directors

Interested parties, including stockholders, may communicate with the full Board or any individual director, including the Chairmen of the Audit, Compensation, and Governance Committees, the Chairman of the Board, the lead independent director, if any, or the non-management or independent directors as a group, by writing to them c/o Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745. The Company will refer the communication to the appropriate addressee(s). Complaints about internal controls and accounting or auditing matters should be directed to the Chairman of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed.

Website Disclosures

The following documents and information are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents:

COMPENSATION HIGHLIGHTS

Our executive compensation philosophy has been consistent and focused on the creation of value for our stakeholders. A significant portion of our named executive officers’ compensation is tied to “At Risk” or pay-for-performance components. The pie charts on the following page depict how each element of compensation was weighted for our named executive officers in 2024.

Our executive compensation program is designed to attract and retain talented executive officers, motivate consistent performance over time, and encourage performance that results in increased profitability and stockholder returns. Our executive compensation program has historically received high levels of stockholder support, generally coming in well above 90%. However, in 2024, stockholder support was not as strong a level of support as we normally receive, and some investors voiced concerns over a one-time, special circumstances acceleration and cash settlement of unvested equity for a departing named executive officer (“NEO”). The Company explicitly sought feedback from stockholders as it is not our normal practice to provide such enhanced benefits to executives upon retirement. For 2025, based in part upon stockholder feedback, and in part upon the Board’s desire to maintain alignment with our pay philosophy, emerging market trends and the interests of our stockholders, the Company increased participation in performance-based long-term incentive (“LTI”) awards and expanded disclosure of annual incentive compensation.

Including EBITDA in both short-term and long-term metrics is also reflective of stockholder feedback and engagement. EBITDA is a key metric for operating and financial performance and is used as a metric to assess value being created in a company. Stockholders use EBITDA as a key metric in their valuation analysis, and have indicated widespread support for this metric in both short term and long-term incentives. Including the metric in both short-term and long-term incentives aligns at risk compensation with stockholder feedback. Further, it aligns short-term performance as well as long-term performance at all levels of the Company as not all employees participate in the long-term performance awards. Reflecting this, under our 2024 AIP, EBITDA accounts for 40% of potential payout, whereas EBITDA is weighted 50% under our long-term performance awards.

Listed below are some of the highlights of our compensation policies and practices:

CEO		OTHER NEO
TOTAL COMPENSATION		TOTAL COMPENSATION

NOTE: Includes total direct compensation as referred to in the Compensation Discussion and Analysis beginning on page 32. “Long-term Performance Awards” includes cash payments for the 2022-2024 performance period under the long-term incentive compensation program. Performance-based variable compensation is deemed “At Risk.” For additional information, reference the Summary Compensation Table on page 45.

CORPORATE SUSTAINABILITY

In 2024, Kirby continued to create value for our customers and stockholders while staying focused on its sustainability objectives. Safety, People, Excellence, Community, and Integrity, all core values of the ‘Kirby Way’, have been the foundation of Kirby’s success. These values help guide decisions and create a culture that embraces a sustainable direction. Treating our employees, customers and vendors well, lifting the communities in which we operate and respecting the environment are not just good for business, but ensure integrity is behind all our actions. From oversight at the Board and management level, down to the employees, the Company has been strategic in its environmental, social and governance journey.

While the ESG narrative has evolved, Kirby has remained steadfast in its commitments to “No Harm to People, No Harm to Equipment and No Harm to the Environment.” Safety, one of our core values, is paramount to the business and has continued to be priority number one. The Company emphasizes its safety commitment through programs oriented toward extensive monitoring of safety performance, initiating corrective action, and for continuously improving employee safety behavior and results. Treating all people, including employees, customers, vendors and others in our community, well is of great importance. This past year the Company set a goal to have human rights training completed company wide and this target was achieved. Kirby is committed to making a positive contribution to human rights and society and we encourage partners, suppliers and other third parties to adopt similar standards with respect to human dignity. In addition to human rights training, the Company also had employees take training for Business Ethics Guidelines to ensure the reputation of Kirby is respected and to also hold our employees to high ethical standards in all they do. In addition, adhering to these rules, ensures excellence and pushes employees to provide high quality service and products for our customers.

In 2024, the Company continued to advance its commitment to environmental protection and responsibility through several programs and initiatives. This commitment extends across all levels of the Company reinforcing the importance of environmental stewardship as important and necessary. From having comprehensive internal environmental policies with board and management oversight down to monitoring employee performance to conducting environmental audits, these practices direct us towards better environmental protection. From an external perspective the Company has continued to participate in organizations such as the American Waterways Operators Responsible Carrier program, which drives continuous improvement towards reducing the barge industry’s already low impact on the environment to being a founder and member of the Blue-Sky Maritime Coalition which focuses on reducing greenhouse gas emissions. In addition, we are proud to share the M/V Green Diamond has continued to perform and exceed operational performance, and construction on another diesel electric hybrid has commenced.

Kirby will continue to prioritize our core values that contribute to best business practices and initiatives for our employees, customers and the communities in which we operate.

Please note some of our Sustainability Highlights below. To learn more about these programs and initiatives, please visit the Sustainability section of our website at www.kirbycorp.com.

STAKEHOLDER ENGAGEMENT

The Board and executive management team prioritize fostering long-term and institution-wide relationships with stockholders and other stakeholders. In 2024, Kirby continued to prioritize stakeholder engagement as members of the management team met with key stakeholders to ensure that their voices were heard, perspectives understood, and interests were addressed. The Company believes that regular dialogue provides essential feedback to ensure that the Board and management understand the issues that are important to our stakeholders.

Throughout the year, the investor relations team engaged in extensive stockholder outreach in which members of management met with over 60% of our 35 largest stockholders (by share ownership) at some point in the year to discuss financial performance, capital allocation priorities, strategy, and other topics of interest. In addition, Kirby hosted tours of our facilities and offices to provide stockholders and other stakeholders an opportunity to see our operations in the Houston Ship Channel as well as other key operating facilities. The investor relations team continued engagement throughout the year by attending numerous conferences and conducted in person non-deal roadshows.

Beyond stockholder engagement, Kirby met with other key stakeholders in our industries and regions. Across the Company, employees are significantly involved in trade associations and community nonprofits where they serve in various leadership roles. It is important for Kirby to develop these relationships to understand the needs of our customers, and the communities in which we operate.

VOTING ITEM 1:

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board shall consist of no fewer than three nor more than fifteen members and that, within those limits, the number of directors shall be determined by the Board. The Bylaws further provide that the Board shall be divided into three classes, with the classes being as nearly equal in number as possible and with one class being elected each year for a three-year term. Since April 26, 2024, the size of the Board has been set at nine directors.

Three Class III directors are to be elected at the 2025 Annual Meeting to serve until the Annual Meeting of Stockholders in 2028. Each nominee named below is currently serving as a director and, if elected, each has consented to serve for the new term. If any nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board to fill the vacancy.

In addition to satisfying, individually and collectively, the Company’s Criteria for the Selection of Directors discussed under the “THE BOARD OF DIRECTORS — ESG and Nominating Committee” below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Company’s principal businesses or the principal businesses of significant customers of the Company. The brief biographies of each of the nominees and continuing directors below include a summary of the particular experience and qualifications that led the Board to conclude that he or she should serve as a director.

NOMINEES FOR ELECTION (PROPOSAL 1)

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election of each of the following nominees as a director.

Nominees for Election as Class III Directors, serving until the Annual Meeting of Stockholders in 2028

DIRECTORS CONTINUING IN OFFICE

Continuing Class I directors, serving until the Annual Meeting of Stockholders in 2026

Continuing Class II directors, serving until the Annual Meeting of Stockholders in 2027

THE BOARD OF DIRECTORS

The Company’s business is managed under the oversight and direction of the Board, which is responsible for strategic oversight, broad corporate policy, and monitoring the effectiveness of Company management. Members of the Board are kept informed about the Company’s businesses by participating in meetings of the Board and its committees, through operating and financial reports made at Board and committee meetings by Company management, through various reports and by visiting Company facilities. The Board’s development includes onsite meetings at key operating facilities which include interaction with employees at those locations.

Director Independence

NYSE listing standards require listed companies to have at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company.

The Board has determined that the following incumbent directors have no relationship with the Company except as directors and stockholders and are independent within the meaning of the NYSE listing standards:

Our Chief Executive Officer, Mr. Grzebinski, has certified to the NYSE that the Company is in compliance with NYSE corporate governance listing standards.

Risk Oversight

The Board is responsible for the risk oversight function and has designated the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. The Board seeks to align risk oversight with its disclosure controls and procedures, and a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity issues. On a quarterly basis, management prepares and reviews with the Audit Committee and the Board the risks outlined in the Company’s most recent Annual Report on Form 10-K, any new risks identified in the Company’s most recent Quarterly Report on Form 10-Q, and annually a comprehensive assessment of the identified internal and external risks of the Company that includes evaluations of the potential impact of each identified risk, its probability of occurrence and the effectiveness of the controls that are in place to mitigate the risk. The Audit Committee and the Board also receive regular reports of any events or circumstances involving risks outside the normal course of business of the Company. The ESG and Nominating Committee oversees the Company’s ESG programs, including environmental risk, including climate change, as well as the Corporate Sustainability report, Task Force on Climate-Related Financial Disclosures, and Sustainability Accounting Standards Board disclosures. The Board and its committees also review potential emerging risks as they seek to anticipate future threats and trends that may impact the Company. Management and, where appropriate, internal and external experts provide reports on risks in their respective areas of responsibility or expertise. Frequency of updates and discussion of risks varies depending on the immediacy or severity of the risk, with more immediate or severe risks being updated and reviewed more frequently.

Board Leadership Structure

The Board has no set policy concerning the separation of the positions of Chairman of the Board and Chief Executive Officer, but retains the flexibility to decide how the two positions should be filled based on the circumstances existing at any given time. Currently, the positions of Chairman of the Board and Chief Executive Officer are separated.

Joseph H. Pyne, Kirby’s Chairman of the Board since 2010, retired from the board at the 2024 Annual Meeting of Stockholders. The Board determined that Mr. Alario would succeed Mr. Pyne as the Chairman of the Board effective as of the 2024 Annual Meeting. Mr. Alario has been a member of the Board since 2011 and served as the Company’s Lead Independent Director since 2015, presiding at the regular executive sessions of the non-management directors that are held at least quarterly. An executive session with only independent directors is held at least once per year. As Lead Independent Director, Mr. Alario also served as a liaison between the independent directors and management on certain matters that were not within the area of responsibility of a particular committee of the Board. When Mr. Alario succeeded Mr. Pyne as Chairman of the Board, that role is now held by an independent director, so there was no longer a separately designated Lead Independent Director.

Board Committees

The Board has established three standing committees, including the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee. All of the members of each committee are independent, as that term is defined in applicable SEC and NYSE rules. The member composition and a brief description of the principal functions of each committee is briefly described below.

C – Committee Chair

M – Committee Member

Audit Committee

The Board has determined that all of the members of the Audit Committee are “audit committee financial experts,” as that term is defined in SEC rules. The Audit Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/ Governance Documents.

Compensation Committee

All of the members of the Compensation Committee are “Non-Employee Directors” and “outside directors” as defined in relevant federal securities and tax regulations. The Compensation Committee operates under a written charter adopted by the Board. The Committee oversees compensation for Kirby’s senior executives (including salary, bonus, and performance share awards), as well as succession planning for key executive positions. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

ESG and Nominating Committee

The ESG and Nominating Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

The ESG and Nominating Committee will consider director candidates recommended by stockholders or proposed by stockholders in accordance with the Company’s Bylaws. Recommendations may be sent to the Chairman of the ESG and Nominating Committee, Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745, accompanied by biographical information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the ESG and Nominating Committee will consider in evaluating director candidates. The criteria address compliance with SEC and NYSE requirements relating to the composition of the Board and its committees, as well as character, integrity, experience, understanding of the Company’s business, and willingness to commit sufficient time to the Company’s business. The criteria are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/ Governance Documents.

In addition to the above criteria, the Corporate Governance Guidelines and ESG and Nominating Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender, race, and ethnic background in selecting nominees for director. The Company and ESG and Nominating Committee are committed to having a Board that reflects diverse perspectives and actively seeks out highly qualified candidates that include women and individuals from minority groups when board nominees are chosen. The ESG and Nominating Committee took these provisions into account in electing new members to the Board in 2019, 2021 and 2023.

When there is a vacancy on the Board (i.e., in cases other than the nomination of an existing director for reelection), the Board and the ESG and Nominating Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The ESG and Nominating Committee will continue to consider candidates from any of those sources when future vacancies occur. The ESG and Nominating Committee accepts stockholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. Stockholders who wish to submit a candidate for consideration by the ESG and Nominating Committee for election at our Annual Meeting may do so by submitting in writing the candidate’s name, together with the information described under the Company’s Bylaws.

Attendance at Meetings

It is the Company’s policy that directors are expected to attend Board meetings and meetings of committees on which they serve and are expected to attend the Annual Meeting of Stockholders of the Company. During 2024, the Board met four times, the Audit Committee met eight times, the Compensation Committee met five times and the ESG and Nominating Committee met four times. Each director then serving attended more than 75% of the aggregate number of the meetings of the Board and of all the committees on which he or she served. All directors then serving attended the 2024 Annual Meeting of Stockholders of the Company.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their service on the Board. Compensation of nonemployee directors is determined by the full Board, which may consider recommendations of the Compensation Committee. Past practice has been to review director compensation when the Board believes that an adjustment may be necessary in order to remain competitive with director compensation of comparable companies. Management of the Company periodically collects published survey information on director compensation for purposes of comparison.

Each nonemployee director receives an annual fee of $85,000. A director may elect to receive the annual fee in cash, stock options or restricted stock. The Chairman of the Board receives an additional annual fee of $150,000, the Chairman of the Audit Committee receives an additional annual fee of $20,000, the Chairman of the Compensation Committee receives an additional annual fee of $15,000, and the Chairman of the ESG and Nominating Committee receives an additional annual fee of $10,000. If not the Chairman of the Board, the lead independent director or presiding director at executive sessions of the non-management directors receives an additional annual fee of $20,000. In addition, each director receives an annual fee of $7,500 for each committee of the Board on which he or she serves. All fees are payable in four equal quarterly payments made at the end of each calendar quarter. The annual director fee is prorated for any director elected between annual stockholder meetings and the Chairman of the Board, committee chairman, lead independent or presiding director, and committee member fees are prorated for any director who is elected to such position between annual meetings of the Board. Directors are reimbursed for reasonable expenses incurred in attending meetings.

Prior to 2024, each nonemployee director received a fee of $3,000 for each board meeting attended, in person or by telephone, in excess of six meetings in any one calendar year. Also, prior to 2024, each member of a committee of the board received a fee of $3,000 for each committee meeting attended, in person or by telephone, in excess of ten meetings in any one calendar year in the case of the Audit Committee, in excess of eight meetings in any one calendar year in the case of the Compensation Committee and in excess of eight meetings in any one calendar year in the case of the ESG and Nominating Committee. In 2024, additional director and committee meeting fees were eliminated when the annual fee was raised.

In addition to the fees described above provided to the directors, the Company has a stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. The director plan provides for automatic grants of restricted stock to nonemployee directors after each annual meeting of stockholders. Each director receives restricted shares of the Company’s common stock after each annual meeting of stockholders. The number of shares of restricted stock issued is equal to (a) $167,500 divided by (b) the fair market value of a share of stock on the date of grant multiplied by (c) 1.2. The director plan also provides for discretionary grants of up to an aggregate of 10,000 shares in the form of stock options or restricted stock. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. A director who elects to receive stock options in lieu of the annual cash fee will be granted an option for a number of shares equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 3. A director who elects to receive restricted stock in lieu of the annual cash fee will be issued a number of shares of restricted stock equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 1.2. The exercise price for all stock options granted under the director plan is the fair market value per share of the Company’s common stock on the date of grant. The restricted stock issued after each annual meeting of stockholders vests six months after the date of issuance. Stock options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. The stock options generally remain exercisable for ten years after the date of grant.

The Board has established stock ownership guidelines for officers and directors of the Company. Nonemployee directors must be in compliance within five years after first election as a director, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, nonemployee directors are required to own common stock of the Company having a value equal to a multiple of the annual cash director fee, which was raised from four to five in January 2024. As of December 31, 2024, all directors were in compliance with the then current stock ownership guidelines. The ESG and Nominating Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2024:

Nonemployee Director Compensation for 2024

Nonemployee Director Outstanding Equity at December 31, 2024 and Grant Date Fair Value of Equity Awarded During 2024

The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each nonemployee director as of December 31, 2024, as well as the grant date fair value of restricted stock awards made during 2024:

TRANSACTIONS WITH

RELATED PERSONS

The Board has adopted a written policy on transactions with related persons that provides that certain transactions involving the Company and any of its directors, executive officers, or major stockholders or members of their immediate families, including all transactions that would be required to be disclosed as transactions with related persons in the Company’s Proxy Statement, are subject to approval in advance by the ESG and Nominating Committee, except that a member of the Committee will not participate in the review of a transaction in which that member has an interest. The Committee has the discretion to approve any transaction which it determines is in, or not inconsistent with, the best interests of the Company and its stockholders. If for any reason a transaction with a related person has not previously been approved, the Committee will review the transaction within a reasonable period of time and either ratify the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Company’s contractual obligations. If a transaction is ongoing or consists of a series of similar transactions, the Committee will review the transaction at least annually and either ratify the continuation of the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Company’s contractual obligations. The policy provides certain exceptions, including compensation approved by the Board or its Compensation Committee.

Mr. Grzebinski, Chief Executive Officer and a director of the Company, is a member of the board of directors of American Bureau of Shipping (“ABS”), a not-for-profit that provides global classification services to the marine, offshore and gas industries. The Company paid ABS $1.4 million in 2024 to perform audits and surveys of the Company’s vessels in the ordinary course of business.

Mr. Grzebinski is a member of the board of directors of the UK Protection & Indemnity Association (“UK P&I”), a mutual marine protection and indemnity organization that provides protection and indemnity insurance for third party liabilities and expenses arising from vessel operations. The Company paid the UK P&I $3.6 million in premiums during 2024 for coverage in the 2024-2025 policy period in the ordinary course of business.

Amy D. Husted, Executive Vice President, General Counsel and Secretary of the Company, is a member of the board of directors of Signal Mutual Indemnity Association Ltd (“Signal”), a group self-insurance not-for-profit organization authorized by the U.S. Department of Labor as a longshore worker’s compensation insurance provider. The Company has been a member of Signal since it was established in 1986. The Company paid Signal $0.6 million in 2024 in the ordinary course of business.

The husband of Ms. Husted is a partner in the law firm of Clark Hill PLC. The Company paid the law firm $2.6 million in 2024 for legal services. However, Mr. Husted is not involved in representing the Company in any legal matters related to the Company. Further, Mr. Grzebinski approves each engagement of the firm by the Company and the payment of fees billed by the firm.

The brother of Christian G. O’Neil, President and Chief Operating Officer of the Company, is a partner in the law firm of W. Sean O’Neil Attorney at Law. The Company paid the law firm $0.2 million in 2024 for legal services. Mr. Sean O’Neil does represent the Company in legal matters. However, Mr. Christian O’Neil is not involved in the engagement of Mr. Sean O’Neil. Further, Ms. Husted approves each engagement of the firm by the Company and the payment of fees billed by the firm.

No family relationship exists among the executive officers or among the executive officers and the directors.

VOTING ITEM 2:

AUDIT COMMITTEE MATTERS

RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)

The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG served as the Company’s independent accounting firm for the fiscal year ending December 31, 2024 and has served in such capacity since 1992. Although the Audit Committee has the sole authority and responsibility to select and evaluate the performance of the independent accounting firm for the Company, the Board is requesting, as a matter of good corporate governance, that the Company’s stockholders ratify the selection of KPMG for 2025.

The Board of Directors of the Company unanimously recommends that you vote “FOR” the ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025.

Ratification of the selection of KPMG requires the affirmative vote of a majority of the shares represented at the meeting in person or by proxy. If the stockholders do not ratify the selection of KPMG, the Audit Committee will reconsider the selection. However, because of the difficulty and expense of changing independent auditors at this point in the year, the selection of KPMG would probably be continued for 2025 in the absence of extraordinary reasons for making an immediate change. If the stockholders do ratify the selection of KPMG, the Audit Committee will retain the authority to make a change if warranted in its judgment.

Representatives of KPMG are expected to be present at the 2025 Annual Meeting of Stockholders, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the fees billed by KPMG, the Company’s independent registered public accounting firm, during the last two fiscal years:

Audit Fees are fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements, audit of internal control over financial reporting, review of the Company’s quarterly financial statements, or services normally provided in connection with statutory or regulatory filings. This category also includes fees for issuance of comfort letters, consents and review of documents filed with the SEC. There were no separate Audit-Related Fees for the reported periods.

Tax Fees are fees for professional services rendered by KPMG for tax compliance, tax advice and tax planning. Services performed by KPMG in this category included the review of the Company’s federal income tax returns.

All other fees are the aggregate fees billed for services other than “Audit Fees” or “Tax Fees.”

Each engagement of the independent registered public accounting firm to perform audit or non-audit services must be and were approved in advance by the Company’s Audit Committee or by its Chairman pursuant to delegated authority.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company is responsible for monitoring the integrity of the Company’s financial reporting, accounting procedures and internal controls. The Audit Committee is composed of five directors, all of whom are independent within the meaning of the SEC and NYSE rules. The Audit Committee operates under a written charter adopted by the Board.

Management is primarily responsible for the Company’s financial reporting process and internal controls. The Company’s independent auditors are responsible for performing an audit of the Company’s financial statements and issuing a report on the conformity of the financial statements with generally accepted accounting principles. The Company’s independent auditors are also responsible for performing an audit of the Company’s internal control over financial reporting. The Audit Committee is responsible for overseeing those processes.

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2024 with management and the independent auditors. The Audit Committee also (a) discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”), (b) received the written disclosures and letter from the independent auditors required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and (c) discussed with the independent auditors their independence.

Based on the Audit Committee’s review of the audited financial statements for the year ended December 31, 2024 and the Audit Committee’s discussions with management and the independent auditors, the Audit Committee recommended to the Board of Directors of the Company that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which has been filed with the Securities and Exchange Commission.

Audit Committee

Richard R. Stewart, Chairman

Anne-Marie N. Ainsworth

Tanya S. Beder

Barry E. Davis

Susan W. Dio

VOTING ITEM 3:

EXECUTIVE COMPENSATION

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, our stockholders have the opportunity to cast an annual non-binding advisory vote to approve the compensation of the Company’s named executive officers.

The Company is requesting your approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed and discussed under “EXECUTIVE COMPENSATION” on pages 32-50 of this Proxy Statement. We believe that our executive compensation:

For those reasons, we are asking you to approve the following resolution:

RESOLVED that the compensation of the Company’s named executive officers as described under “EXECUTIVE COMPENSATION” in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders is approved.

Although the vote on approval of executive compensation is not binding, the Compensation Committee and the Board will consider the result of the vote in making future compensation decisions.

The Board of Directors of the Company unanimously recommends that you vote “FOR” Proposal 3 approving the compensation of the named executive officers as disclosed in this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) is intended to help you understand the executive compensation practices and decisions made in 2024 relating to the named executive officers listed below (the “named executive officers” or NEOs”) should be read in conjunction with the compensation tables and related narrative of this Proxy Statement.

Executive Summary

Named Executive Officers

The Company’s NEOs for 2024 and their positions with the Company at the end of the year were:

Compensation Objectives

Our compensation programs are guided by a pay for performance philosophy and the following principles and objectives:

Key Company Performance Achievements

The Company’s overall performance in 2024 was impacted by:

During 2024, our strong financial performance in the KMT segment was partially offset by river closures, lock delays, weather conditions, and several refinery closures. The KDS segment experienced strong growth in power generation and marine repair but ongoing supply chain delays and weakness in other markets negatively impacted results. In combination, the Company was able to generate strong growth in earnings, with adjusted EBITDA of $708 million, and adjusted EPS of $5.46 per share. We also reduced our debt to capitalization ratio to 20.7%.

The Company also achieved 35% total stockholder return for 2024, and 78% in total over the last three years due to a focus on stringent cost controls, prudent capital expenditures, debt reduction, stock repurchases and operational excellence. That consistent adherence to our long-term strategy positioned us to generate strong free cash flow and to capitalize on improving market conditions during 2024.

The following table summarizes several key Company financial measures for 2024 in comparison to 2023 (in millions, except for per share amounts):

What Pay Actions Did We Take in 2024?

We made modest adjustments to target pay opportunities and increased the weight on performance-based long-term incentives for our NEOs:

Chief Executive Officer Compensation

CEO TARGET PAY MIX 82% AT RISK		CEO 2024 TARGET AND REPORTED PAY ($MM)

2024 Say on Pay Vote

At the Company’s 2024 Annual Meeting, stockholders approved the compensation of the Company’s named executive officers by 72% of the votes cast. While this outcome reflects significant support for our existing programs, it was not as strong a level of support as we normally receive.

We have a practice of engaging with stockholders regularly on multiple subjects including executive compensation. Following the 2024 vote, we contacted 44 stockholders, reflecting roughly 73.2% of shares outstanding, and met with 34 to gather feedback on the design and administration of our current executive compensation program.

Stockholders generally expressed support for our programs, including appreciation for the following features:

We explicitly sought feedback on the one-time, special circumstances acceleration and cash settlement of unvested equity for a departing NEO (Kim B. Clarke) in 2023. It is not our normal practice to provide such enhanced benefits to executives upon retirement, and most of our stockholders expressed a low level of concern on this topic.

The feedback we received during our outreach following the 2024 Annual Meeting was an important factor in Board and Committee discussions. Based in part upon stockholder feedback, and in part upon the Committee’s desire to maintain alignment with our pay philosophy, emerging market trends and the interests of our stockholders, the Company took the following actions for 2025:

The Committee values the input of our stockholders on the design and administration of our pay, and we will continue to engage with our stockholders on the topic of executive compensation.

Pay Elements: Program Design and 2024 Outcomes

Elements of Compensation

General

NEO compensation is targeted at the middle range of our competitive market, with a majority provided in a form that is at risk and performance based.

Benchmarking: Use of Peer Group Data

As recommended by Meridian Compensation Partners (“Meridian”), the Compensation Committee’s independent advisor, we used compensation data from the following group of companies to help inform decisions regarding executive pay levels and program design.

Based upon Meridian’s recommendation, our 2024 peer group included several new companies intended to help better align Kirby with the middle range of peers for financial size and operational complexity. We also believe the combination of midstream oil and gas, oilfield services, and transportation companies provides a valid frame of reference for our unique combination of businesses.

As of July 2024, when the Committee approved the peer group, Kirby’s financial size was generally within the middle range of peers:

Base Salaries

Our starting point for base salaries is market median, adjusting higher or lower based upon individual NEO responsibilities, experience, performance, market trends, and the relevance of available market benchmarks.

Annual Incentive Bonus

Annual incentives are designed to attract, retain, and reward NEOs with competitive opportunities that reward sustainable, safe, and profitable performance that benefits our stockholders and contributes to long-term growth. The Company sets targets for its AIP aimed at driving strong financial performance. When compared to 2023 AIP, 2024 AIP financial metric targets were increased by 70% for EPS and 34% for EBITDA, reflecting the Company’s commitment to strong growing financial performance.

2024 Target Bonus Opportunities (as a percent of salary)

Mr. O’Neil’s target incentive opportunity was increased from 90% of salary to 100% of salary as part of his promotion to President & COO. Target opportunities for our other NEOs were unchanged for 2024.

Performance Categories and Weightings

Financial Performance Measure Definitions

Adjusted EBITDA for the year is calculated by adding the following amounts shown in the Company’s audited financial statements:

Adjusted earnings per share is diluted net earnings per share attributable to the Company’s common stockholders as shown in the Company’s Consolidated Statements of Earnings for 2024, adjusted for impairment of assets and a Louisiana tax law change. Operating performance and ESG are based on the achievement of certain operating performance and ESG targets set for 2024.

Return on total capital for the year is calculated by dividing (i) Adjusted net earnings attributable to Kirby plus provision for taxes on income plus interest expense by (ii) the average total equity plus long-term debt for the year.

Goal Setting Process

The Committee considered multiple factors in setting target performance levels for performance metrics under the 2024 Annual Incentive Plan (“AIP”), including the operational and macroeconomic environment in which we operated during 2024. Specifically, target performance metrics were calibrated based upon the following considerations:

Considering these factors and to ensure that our 2024 AIP continued to appropriately incentivize our executives to maximize stockholder value, the Committee determined that the goals established in our annual incentive plan were appropriately challenging.

Plan Administration for 2024

Financial Performance (80% weight)

The table below summarizes performance goals, achievement and payout for the financial portion of the annual incentive

Operational Performance (20% weight)

The operating performance metrics for our 2024 AIP were a basket of ten (10) internal strategic and operating goals designed to provide direct line of sight to achievement of key strategic priorities that support sustainable financial success. Categories, as described above, include vessel uptime, vessel utility, labor utilization, safety performance, e-commerce growth, increasing ESG-related revenue, cost management, and working capital management.

Some key operational achievements that contributed to the payout determination for 2024 included:

Each metric was assigned a “threshold”, “target” and “maximum” performance level. The targets and metrics relating to each operating performance metric goal is highly confidential information, and providing our specific operating performance targets and metrics would give competitors insight into our internal goals, milestones, strategy, and timelines. Disclosure would allow our competitors to adjust their own strategy in a way that would cause us irreparable competitive harm. Accordingly, we have balanced the need for confidentiality with providing further detail into those targets and metrics. When approved, the Compensation Committee believed that each operating performance metric target presented challenging, stretch goals.

For 2024, the Committee determined that the operating performance metrics were achieved at 151.1%

Payout Calculation

Based upon our Financial and Operational achievement described above, the final AIP payout factor was calculated as follows:

The table below summarizes target opportunity and calculated bonus by individual: