DEF 14A of Kirby Corp, Mar 8, 2024

DEF 14A of Kirby Corp

Filed Mar 8, 2024 · FY20230001193125-24-063662

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 February 3, 2023, the size of the Board has been set at eleven directors. Mr. Pyne, a Class II director, whose term expires at the conclusion of the 2024 Annual Meeting of Stockholders and has served as a director since 1988, advised the Board on January 30, 2024, that he has decided to retire and not stand for reelection at the Annual Meeting of Stockholders to which this Proxy Statement relates. Mr. Pyne has served as Chairman of the Board since April 2010 and has been a board member for 35 years. Mr. Pyne’s wisdom and commitment to Kirby are unparalleled and the Company thanks him for all he has done and wishes him a happy and healthy retirement. Mr. Dewbre, who was appointed to the Board as a Class II director in 2023 pursuant to the Cooperation Agreement between Kirby and stockholder JCP Investment Management, LLC, will conclude his service as a director at the conclusion of his term which expires on April 26, 2024. The Company thanks Mr. Dewbre for his service and wishes him well in his future endeavors. To rebalance the Board classes upon the expiration of Mr. Pyne and Mr. Dewbre’s terms, on January 30, 2024, the Board (1) determined that one of the Company’s directors should be reclassified from Class I (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class II (standing for election at the 2024 Annual Meeting) and (2) nominated Ms. Dio, currently a Class I Director, to stand for election as a Class II Director at the 2024 Annual Meeting. Should she be elected as a Class II director at the 2024 Annual Meeting, Ms. Dio will resign as a Class I director, and there will be nine directors, with three of each class. The size of the Board will be reduced to nine directors once the 2024 Annual Meeting has concluded. Three Class II directors are to be elected at the 2024 Annual Meeting to serve until the Annual Meeting of Stockholders in 2027. 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.

  2. ELECTION OF DIRECTORS

    | KIRBY | 2024 PROXY STATEMENT | 15 |

  3. NOMINEES FOR ELECTION (PROPOSAL 1)

    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.

  4. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

  5. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | TANYA S. BEDER | | | Chairman and CEO, SBCC Group ‘Strategy Building and Crisis Control’ Age: 68 Independent Director since 2019 Committees: • Audit • ESG and Nominating | Experience • Founder, Chairman, and Chief Executive Officer of SBCC Group, an e-family office (present) • Previously, Chief Executive Officer, Tribeca Global Management, a subsidiary of Citigroup, and Managing Director, Head of the Strategic Quantitative Investment Division, Caxton Associates; and President and Co-Founder, Capital Market Risk Advisors. In these roles she led the implementation of neural networks and other machine learning techniques to trading and risk management • Held various positions with The First Boston Corporation (now Credit Suisse) where she was a derivatives trader and was on the mergers and acquisitions team in New York and London • Ms. Beder is a Fellow in Practice at the Yale University International Center for Finance, and was previously a lecturer of public policy at Stanford University • Holds a CERT certification in Cybersecurity Oversight from the National Association of Corporate Directors and a certification in Gaming Cyber and Information Operations from the Military Operations Research Society Education • BA in Mathematics and Philosophy, Yale University • MBA, Harvard Business School Other Boards/Organizations • Nabors Industries, Chair of the Compensation Committee, a qualified financial expert on the Audit Committee, and a member of the Technology & Safety Committee (2017-present) • American Century Investments, Chair of the Board, Chair of the Technology & Risk Committee and member of the Portfolio Committee (2011-present) • Member of the National Board of Mathematics and Their Applications at the National Academy of Sciences (former) • Formerly, Advisor, Columbia University Financial Engineering Program, Mathematical Finance Advisory Board, NYU Courant and Trustee Institute for Pure and Applied Mathematics at UCLA Qualifications • Ms. Beder brings to the Board extensive asset management experience providing expertise in Finance, vast knowledge of operational and Risk Management, and experience serving as a director for both public and private companies. Ms. Beder’s audit and risk oversight committee experience adds valuable perspective to the collective experience of the independent directors including in the areas of machine learning, Information Technology/Cybersecurity, Oilfield Services, and Environmental, Safety Policies and Programs. • She has Academia experience through her time as a Fellow In Practice at Yale and lecturer in Public Policy at Stanford, and her service on various university advisory boards. She also provides Science and Engineering expertise. |

  6. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | 16 | KIRBY | 2024 PROXY STATEMENT |

  7. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | BARRY E. DAVIS | | | Retired Chairman and CEO, EnLink Midstream Age: 62 Independent Director since 2015 Committees: • Compensation, Chair • Audit | Experience • Chairman and Chief Executive Officer (2019-2022); Executive Chairman (2018-2019); President, Chief Executive Officer and Director (2014-2018), EnLink Midstream, LLC • Chairman, Chief Executive Officer and President, Crosstex Energy (1996-2014 when EnLink Midstream was formed through the combination of Crosstex Energy and substantially all of the United States midstream assets of Devon Energy) • Held management roles with other companies in the energy industry beginning in 1984 Education • BBA in Finance, Texas Christian University Other Boards/Organizations • Pattern Energy Group LP, Chairman; Chair of the Nominating, Governance & Compensation Committee, (2024 – present) • Eiger Resources LLC, Director (2023 – present) • Natural Gas and Electric Power Society, former President • Dallas Wildcat Committee, former Chairman • Texas Christian University, Board of Trustees Qualifications • Mr. Davis has extensive knowledge and experience in Hydrocarbon Transportation, which is the primary business of EnLink Midstream and its predecessors. EnLink Midstream provides midstream energy services, including gathering, transmission, processing, fractionation, brine services and marketing of natural gas, natural gas liquids, condensate, and crude oil. EnLink Midstream’s assets include an extensive pipeline network, processing plants, fractionation facilities, storage facilities, rail terminals, barge and truck terminals, and an extensive fleet of trucks. • His more than 40 years’ experience including as a senior executive at energy industry companies has provided him with Petrochemicals and Refining and Oilfield Services expertise, as well as Risk Management, Environmental, Safety Policies and Programs, Energy Transition and Finance. |

  8. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | KIRBY | 2024 PROXY STATEMENT | 17 |

  9. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | SUSAN W. DIO | | | Retired Chairman and President, BP America Age: 63 Independent Director since 2023 Committees: • None | Experience • Chairman and President, BP America Inc. (2018-2020) • Chief Executive Officer, BP Shipping (2015-2018) • Head, Audit, Refining and Marketing, BP (2013-2015) • Served for over 36 years at BP in global, technical, operational roles Education • BS, Chemical Engineering – University of Mississippi Other Boards/Organizations • Avina Clean Hydrogen, Advisory Board Member (2023-present) • Britannia Steam Ship Insurance Associations, Ltd. (2018-2020), Independent Director • Oil Companies International Marine Forum (2018-2020), Director and Vice-Chair • International Tanker Owners Pollution Federation, Director and Advisory Committee Member • Methodist Hospital – The Woodlands, Trustee • Irving Oil Board, Independent Director (2021-present) Qualifications • Ms. Dio has over 35 years of experience in Shipping and Petrochemicals, serving as Chairman and President of one of the largest oil and gas companies in the world, BP America, and Chief Executive Officer of BP Shipping. At BP she served in various commercial, engineering, petrochemical and refining roles. As BP’s Head of Audit for Refining and Marketing she had oversight of operational risk management. As CEO of BP’s global shipping business, she managed the fleet of BP-operated and chartered vessels across the world. That experience is valuable to the Board in its oversight of the Company’s marine transportation business and distribution and services business. • Her experience as an executive, including Chief Executive Officer, has provided Ms. Dio with expertise in Risk Management, Operational Management, Marine Transportation, Safety Policies and Programs, Finance, Public Policy, and Climate/Sustainability. |

  10. Nominees for Election as Class II Directors, serving until the Annual Meeting of Stockholders in 2027

    | 18 | KIRBY | 2024 PROXY STATEMENT |

  11. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  12. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

  13. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | ANNE-MARIE N. AINSWORTH | | | Retired President and CEO, Oiltanking Partners and Oiltanking Holding Americas Age: 67 Independent Director since 2015 Committees: • Audit • ESG and Nominating | Experience • President and Chief Executive Officer, Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc. (2012-2014) • Senior Vice President of Refining, Sunoco, Inc. (2009-2012) • General Manager of Norco, LA refinery, Motiva Enterprises, LLC (2006-2009) • Director of Process Safety Management (2003-2006), Shell USA, Inc.; Vice President of Technical Assurance (2000-2003), Shell Deer Park Refining Company • Adjunct Professor, Rice University (2000-2009) Education • BS in Chemical Engineering, University of Toledo • MBA, Rice University • Graduate, Institute of Corporate Directors Education Program (Haskayne School of Management, University of Calgary) • Holds the ICD.D designation Other Boards/Organizations • Pembina Pipeline Corporation, member of its Safety, Environment & Operational Excellence Committee and its Governance, Nominating & Corporate Social Responsibility Committee (2014 – present) • HF Sinclair, Chair of the Environmental, Health, Safety, and Public Policy Committee and a member of its Finance Committee (2017 – present) • Archrock, Inc., Chair of its Nominating and Corporate Governance Committee and a member of its Audit Committee (2015 – present) Qualifications • Ms. Ainsworth provides expertise in Petrochemicals and Refining and Hydrocarbon Transportation gained over her 35 years of experience in executive and managerial positions in the United States refining industry with companies providing services for products that included crude oil and refined petroleum products. These products constitute a significant percentage of the cargoes carried by the Company’s marine transportation business. • Her industry experience also gained her expertise in Risk Management, Information Technology/Cybersecurity, Environmental, Safety Policies and Programs, Public Policy, Finance, Science, and Engineering. Ms. Ainsworth also has Academia experience gained through her years as an Adjunct Professor. |

  14. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | KIRBY | 2024 PROXY STATEMENT | 19 |

  15. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | WILLIAM M. WATERMAN | | | Retired President and CEO, Penn Maritime Age: 70 Independent Director since 2012 Committees: • Compensation • ESG and Nominating | Experience • President and Chief Executive Officer, Penn Maritime Inc., a coastal tank barge operator, transporting primarily refinery feedstocks, asphalt, and crude oil along the East Coast and Gulf Coast of the United States (1983 – 2012 when Penn was acquired by the Company) Education • BA in Economics, Union College in Schenectady, New York Other Boards/Organizations • The American Waterways Operators, the national trade association for the United States barge industry, former director and past Chairman Qualifications • Mr. Waterman has over 36 years of experience in the coastal tank barge business with Penn and its predecessor companies, building Penn into one of the largest coastal tank barge operators in the United States. Mr. Waterman’s extensive experience in that business and knowledge of its markets and customers have provided him expertise in Marine Transportation and Hydrocarbon Transportation which are valuable to the Board in its oversight of the Company’s coastal business and complement the inland marine transportation, midstream energy services, and petrochemical industry experience of other Company directors. • Further, his time at Penn has provided him with expertise in Environmental, Safety Policies and Programs, Public Policy and Finance. |

  16. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | 20 | KIRBY | 2024 PROXY STATEMENT |

  17. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | SHAWN D. WILLIAMS | | | Executive Chairman, Covia Holdings Age: 60 Independent Director since 2021 Committees: • Compensation • ESG and Nominating | Experience • Executive Chairman of the Board (January 2022-present); Chief Executive Officer (June 2021-Dec. 2021), Chairman of the Board (Dec. 2020-Dec. 2021), Covia Holdings LLC, a provider of minerals-based solutions serving the industrial and energy markets • Chief Executive Officer, Nexeo Plastics Holdings, Inc., a global plastics distributor, (2019-2020) • Executive Vice President-Plastics (2017-2019); SVP-Plastics (2012-2017), Nexeo Solutions, Inc. • President, Momentive Global Sealants, a global specialty sealants business, President, Momentive Performance Materials, a silicone specialty materials business (2007-2012) • Spent 22 years working in leadership roles leading a variety of industrial and material businesses globally, General Electric Company Education • BS in Engineering, Purdue University • MBA, University of California, Berkeley • Holds a CERT certification in Cybersecurity Oversight from the National Association of Corporate Directors Other Boards/Organizations • Covia Holdings LLC, Chairman and member of the Audit and Compensation Committees (2020-present) • TETRA Technologies, Inc., member of its Audit Committee and Human Capital Management and Compensation Committee (2021-present) • Marathon Oil Corporation, member of its Audit and Finance Committee and Corporate Governance and Nominating Committee (February 2023-present) Qualifications • Mr. Williams has over 30 years of experience in executive and managerial positions in the United States and global industrial markets. Mr. Williams’ extensive experience in various industrial markets, and his expertise in Petrochemicals and Refining, Oilfield Services and Environmental, Safety Policies and Programs is valuable to the Board in its oversight of the Company’s distribution and services business and complements the marine transportation and petrochemical industry experience of a number of the Company’s other directors. • His extensive career, including as Chief Executive Officer, has provided him with experience in Risk Management, Information Technology/Cybersecurity, Finance, Science, and Engineering. |

  18. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2025

    | KIRBY | 2024 PROXY STATEMENT | 21 |

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

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

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

    | RICHARD J. ALARIO | | | Lead Independent Director Chairman of the Board, DNOW Inc. Retired Chairman of the Board and CEO, Key Energy Services Age: 69 Independent Director since 2011 Committees: • ESG and Nominating, Chair • Compensation | Experience • Chairman of the Board (April 2021-present), Director (May 2014-present), Interim Chief Executive Officer (November 2019-June 2020); Interim Executive Vice Chairman (June 2020-October 2020), DNOW Inc. • Chairman of the Board and Chief Executive Officer, Key Energy Services, Inc., a publicly traded oilfield service company (2004-2016) • Vice President, BJ Services Company, an oilfield service company (2002-2004) • Served for over 21 years in various capacities, most recently Executive Vice President, of OSCA, Inc., also an oilfield service company Education • BA, Louisiana State University Other Boards/Organizations • DNOW Inc., Chairman of the Board, Chair of its Compensation Committee, and a member of the Environmental, Social, Governance, and Nominating Committee (2014-present) • Key Energy Services, Inc., Chairman of the Board (2004-2016) • National Ocean Industries Association, former Chairman Qualifications • Mr. Alario has over 35 years of experience in Oilfield Services, serving as Chief Executive Officer with both operating and financial responsibility for one of the largest oilfield service companies in the United States. That experience is valuable to the Board in its oversight of the Company’s distribution and services business which serves the oilfield services industry as a significant part of its customer base. • His experience as an executive, including Chief Executive Officer, in oilfield service companies, has provided Mr. Alario with expertise in Risk Management, Cybersecurity, Environmental, Safety Policies and Programs and Finance. |

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

    NOTE: On January 30, 2024, the Board appointed Mr. Alario as Chairman of the Board following Mr. Pyne’s conclusion of his term.

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

    | 22 | KIRBY | 2024 PROXY STATEMENT |

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

    | DAVID W. GRZEBINSKI | | | President and CEO, Kirby Corporation Age: 62 Director since 2014 Committees: • None | Experience • President and Chief Executive Officer (April 2014-present); President and Chief Operating Officer (January 2014-April 2014); Executive Vice President (2010-2014); Chief Financial Officer (2010-2014); Chairman of the Company’s principal offshore marine transportation subsidiary (2012-2013); joined in 2010, Kirby Corporation • Served in various operational and financial positions, FMC Technologies Inc., a global provider of advanced technology systems and products for the energy industry • Employed by The Dow Chemical Company in manufacturing, engineering, and financial roles Education • BS, Chemical Engineering, University of South Florida • MBA, Tulane University • Chartered Financial Analyst Other Boards/Organizations • The Coast Guard Foundation, Director • American Bureau of Shipping, Director Qualifications • Mr. Grzebinski has primary responsibility for the business and strategic direction of the Company and is an essential link between the Board and the Company’s day-to-day operations. He has overall knowledge of all aspects of the Company, its operations, customers, financial condition, and strategic planning. His experience at Kirby provides expertise in critical areas including Marine Transportation, Petrochemicals and Refining, Oilfield Services and Hydrocarbon Transportation, as well as Risk Management and Environmental, Safety Policies and Programs. • Through his service at FMC and Dow, he has gained expertise in Public Policy, Finance, Science, Engineering and Information Technology/Cybersecurity. |

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

    | KIRBY | 2024 PROXY STATEMENT | 23 |

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

    | RICHARD R. STEWART | | | Retired President and CEO, GE Aero Energy Age: 74 Independent Director since 2008 Committees: • Audit, Chair | Experience • President and Chief Executive Officer, GE Aero Energy, a division of GE Energy, and as an officer of General Electric Company, (1998-2006) • Served in various positions, Stewart & Stevenson, including Group President and member of the Board of Directors (1972-1998) Education • BBA in Finance, University of Texas Other Boards/Organizations • Eagle Materials Inc., member of its Audit Committee and former Chairman (2006-present) • Exterran Corporation (2015-2018) Qualifications • During a 35-year business career, Mr. Stewart has been the principal executive officer with both operating and financial responsibility for the diesel engine and gas turbine power and service businesses at Stewart & Stevenson and then at GE Aero Energy. Mr. Stewart’s extensive experience in the engine and power products business and expertise in Oilfield Services is valuable to the Board in its oversight of the Company’s distribution and services business and complements the marine transportation and petrochemical industry experience of a number of the Company’s other directors. • Mr. Stewart’s extensive career has also provided him with expertise in Risk Management, Environmental, Safety Policies and Programs and Finance. |

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

    | 24 | KIRBY | 2024 PROXY STATEMENT |

  27. Director Compensation

    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, which was $75,000 in 2023, but was raised to $85,000 in January 2024 for director terms beginning after the 2024 Annual Meeting. 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. For 2023, 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. For 2023, 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

  28. Director Compensation

    | 28 | KIRBY | 2024 PROXY STATEMENT |

  29. Director Compensation

    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, 2023, 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, 2023:

  30. Nonemployee Director Compensation for 2023

    Nonemployee Director Compensation for 2023

  31. Nonemployee Director Compensation for 2023

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1)(2) | OPTION AWARDS(1)(2) | TOTAL | | Anne-Marie N. Ainsworth | $96,000 | $201,023 | $— | $297,023 | | Richard J. Alario | 126,000 | 201,023 | — | 327,023 | | Tanya S. Beder | 96,000 | 201,023 | — | 297,023 | | Barry E. Davis | 36,000 | 291,109 | — | 327,109 | | Rocky B. Dewbre | — | 251,248 | 124,950 | 376,198 | | Susan W. Dio | 75,000 | 251,297 | — | 326,297 | | Joseph H. Pyne(3) | 231,000 | 201,023 | — | 432,023 | | Richard R. Stewart | 108,500 | 201,023 | — | 309,523 | | William M. Waterman | 21,000 | 291,109 | — | 312,109 | | Shawn D. Williams | 94,125 | 201,023 | — | 295,148 |

  32. Nonemployee Director Compensation for 2023

    | (1) The amounts included in the “Stock Awards” and “Option Awards” columns represent the grant date fair value related to restricted stock awards to the directors, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 8, Stock Award Plans, in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. |

  33. Nonemployee Director Compensation for 2023

    | (2) Ms. Dio was granted 697 shares of restricted stock on February 1, 2023 at a value of $72.13. Mr. Dewbre was granted 679 shares of restricted stock on February 3, 2023 at a value of $73.97. Mss. Ainsworth, Beder and Dio and Messrs. Alario, Davis, Dewbre, Pyne, Stewart, Waterman, and Williams were each granted 2,767 shares of restricted stock on May 1, 2023 at a value of $72.65 per share. Messrs. Davis and Waterman were each granted an additional 1,240 shares of restricted stock on May 1, 2023 at a value of $72.65 per share as they elected to receive their annual director fee in the form of restricted stock. Mr. Dewbre was granted stock options for 765 shares on February 7, 2023 at an exercise price of $73.57 and 3,100 shares on May 1, 2023 at an exercise price of $72.65 per share, as he elected to receive his annual director fee in the form of stock options. |

  34. Nonemployee Director Compensation for 2023

    | (3) Mr. Pyne received 2,649 shares on January 24, 2023 as a result of an RSU vesting from an RSU granted to him as an employee prior to his retirement on April 20, 2018. The value realized on the vesting was $171,311, based on the closing price of the Company common stock on the date of vesting. Mr. Pyne also received $40,220 in payments for office rent and administrative support, pursuant to his retirement agreement. |

  35. Nonemployee Director Compensation for 2023

    | KIRBY | 2024 PROXY STATEMENT | 29 |

  36. Named Executive Officers

    | (1) Ms. Clarke retired from her position as Vice President and Chief Human Resource Officer of the Company on March 1, 2023. Her compensation is discussed separately under “Change of Control/Severance Payments” section below. |

  37. Compensation Objectives

    | • | Competitiveness: Attract and retain executives with competitive compensation opportunities; |

  38. Company Performance

    | (1) Performance measures for annual and long-term incentive compensation discussed under “Elements of Compensation – Annual Incentive Compensation” below. |

  39. Company Performance

    | (3) Includes $0.06 per share related to severance expense and $0.01 per share related to a strategic alternatives review. |

  40. NEO Compensation Highlights

    | • | Annual incentive payment: strong financial and operational performance resulted in a Corporate performance factor of 172.4% of target under the annual incentive program. |

  41. NEO Compensation Highlights

    | • | Cash Performance payout: long-term cash performance awards for the 2021 – 2023 period paid out at 131.3% of target for Mr. Grzebinski and 129.2% of target for Mr. O’Neil, reflecting above-target performance on cumulative EBITDA and Return on Total Capital performance. Our other NEOs were not eligible for long-term cash awards at the beginning of the 2021 – 2023 performance period. |

  42. NEO Compensation Highlights

    | • | Final vesting of 2021 retention awards: Mr. Grzebinski and Mr. O’Neil received retention awards comprised of RSUs and a cash bonus pursuant to their 2021 incentive and retention award agreements. The cash awards vested in equal installments in December of 2021, 2022 and 2023. The final installments vesting for Mr. Grzebinski and Mr. O’Neil in 2023 were $416,667 and $125,000, respectively. These amounts appear in the “All Other Compensation” column of the Summary Compensation Table. The RSUs cliff vested in full on January 24, 2024 (24,626 for Mr. Grzebinski and 9,850 for Mr. O’Neil). |

  43. Chief Executive Officer Compensation

    Chief Executive Officer Compensation A total of 83% of Mr. Grzebinski’s target total direct compensation opportunities were at risk, with potential realized value contingent upon a combination of financial, operational and stock price performance and 63% contingent upon performance and continued employment over a multi-year period. Due to strong performance during 2023 and over the 2021 – 2023 performance period, Mr. Grzebinski’s reported compensation was higher than his target opportunity – including actual 2023 annual incentive earned at 172.4% of target and 2021 – 2023 cash performance payout earned at 131.3% of target. In 2023, Mr. Grzebinski’s base salary was held flat, but his target annual incentive compensation was adjusted from 100% to 115% which put more of his compensation at risk. This change, based in part on analysis by the Company’s compensation consultant, NFP Compensation Consulting (“NFP”), was necessary to be commensurate with his responsibilities, consistent with the Company’s executive compensation philosophy, and competitive for executives with his qualifications and experience.

  44. Role of Compensation Consultant

    Role of Compensation Consultant For 2023, the Committee engaged NFP Compensation Consulting to provide information for the Committee to consider in making compensation decisions. NFP was engaged directly by the Committee to:

  45. Role of Compensation Consultant

    | • | review the peer group of comparable companies used for comparisons of Company performance and executive compensation; |

  46. Role of Compensation Consultant

    | • | perform a marketplace analysis of direct compensation for senior executive officers compared to the peer group of companies and published compensation surveys; |

  47. Role of Compensation Consultant

    | • | perform a marketplace analysis on Director compensation; |

  48. Role of Compensation Consultant

    | • | update the Committee on current trends in executive compensation; and |

  49. Role of Compensation Consultant

    | • | consult with the Committee concerning risks of the Company’s compensation policies and practices. |

  50. Role of Compensation Consultant

    At the Committee’s request, NFP addressed the six independence factors for compensation committee advisors that are identified in SEC regulations. The Company paid NFP $43,052 during 2023. Based on its evaluation, the Committee concluded that there were no independence or conflicts of interest concerns related to NFP’s engagement with the Committee. NFP performed no services during 2023 for the Company or any of its affiliates other than for the Committee. Additionally, the Committee also engaged Meridian Compensation Partners (“Meridian”) to conduct a full executive compensation study in the second half of 2023 in preparation for reviewing 2024 executive compensation which included a peer group review, risk review, marketplace analysis, and plan design review. At the Committee’s request, Meridian addressed the six independence factors for compensation committee advisors that are identified in SEC regulations. The Company paid Meridian $53,787 during 2023. Based on its evaluation, the Committee concluded that there were no independence or conflicts of interest concerns related to Meridian’s engagement with the Committee. Meridian performed no services during 2023 for the Company or any of its affiliates other than for the Committee.

  51. Role of Compensation Consultant

    | KIRBY | 2024 PROXY STATEMENT | 37 |

  52. Benchmarking

    Benchmarking The Committee used information provided by NFP to benchmark executive compensation and assist in the design of its incentive plans. Marketplace analysis developed by NFP was based in part on a peer group of companies. The companies in the peer group were selected by the Committee, based upon recommendations by NFP, because they were of a similar size to the Company in revenues and market capitalization, generated comparable returns on assets, equity and capital and had comparable primary operations in at least one of the same business segments as the Company. In determining competitive market levels for the elements of executive compensation, NFP used a combination of peer group proxy data and data from published compensation surveys. The peer group companies used by NFP at the beginning of 2023 were:

  53. Benchmarking

    | DNOW, Inc. | MRC Global Inc. | | GATX Corporation | NOV Inc. | | Genesis Energy, L.P. | Oceaneering International, Inc. | | Hub Group, Inc. | Ryder System, Inc. | | Forward Air Corporation | Schneider National, Inc. | | Knight-Swift Transportation Holdings Inc. | NuStar Energy L.P. | | Matson, Inc. | Werner Enterprises, Inc. |

  54. General

    | | | Objectives | | | | Element | Description | Competitiveness | Performance Accountability | Shareholder Alignment | | Base Salary | • Annual fixed cash compensation • Critical factor in attracting and retaining qualified talent | ✓ | | | | Annual Incentives | • Annual variable cash award • Tied to achievement of key financial, operational, and strategic objectives | ✓ | ✓ | ✓ | | Long-Term Incentives | • Equity and cash awards vesting over multiple years: – 40% Cash performance earned based upon EBITDA and Return on Total Capital performance over a three-year period – 60% RSUs vesting in even annual installments over five years • Ties a majority of NEO compensation to sustained multi-year performance and creation of long-term value, and encourages meaningful equity ownership stakes | ✓ | ✓ | ✓ |

  55. Annual Incentive Compensation (“AIP”)

    Annual Incentive Compensation (“AIP”) The AIP is administered by the Committee and addresses annual incentive compensation for all AIP participants, including our NEOs. A copy of the AIP was filed as Exhibit 10.6 with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The AIP was amended in 2023 to add a return on capital metric to the short-term plan in order to support the Company’s strategy of improving returns in the short-term as well as in the longer term. A copy of the Amended and Restated 2023 AIP Guidelines was filed as Exhibit 10.1 in a Form 8-K filed on March 24, 2023. For our NEOs, the Committee sets annual incentive compensation targets that deliver target total cash compensation in the middle range of our competitive market, with the potential for compensation above that range in return for superior performance. Annual incentive compensation constitutes a significant portion of direct cash compensation and can vary significantly from year to year depending on the Company’s achievement of the performance measures set forth in the AIP.

  56. Plan Administration for 2023

    Plan Administration for 2023 Target annual incentive compensation was established for each participant in the AIP. Actual payout for performance on each measure may vary from 0% to as much as 200% of the target opportunity attributable to that component. In no event will a bonus paid to any participant exceed 200% of the target bonus for that participant. For 2023, the target and actual amounts for the EBITDA, earnings per share and return on total capital performance measures for the Company:

  57. Plan Administration for 2023

    | Name | Salary | Target AIP Opportunity (% of salary) | Target AIP Opportunity ($) | AIP Performance Factor | Actual AIP Payout | | David W. Grzebinski | $1,034,250 | 115% | $1,189,388 | 172.4% | $2,050,504 | | Raj Kumar | 543,250 | 70% | 380,275 | 172.4% | $655,594 | | Christian G. O’Neil(1) | 615,573 | 90% | 554,016 | 153.1% | $848,198 | | Amy D. Husted | 458,934 | 70% | 321,254 | 172.4% | $553,842 | | Scott P. Miller | 391,387 | 70% | 273,971 | 172.4% | $472,326 | | Kim B. Clarke(2) | 70,946 | 70% | 49,662 | 172.4% | $85,617 |

  58. Plan Administration for 2023

    | (2) Ms. Clarke retired on March 1, 2023. Her AIP payout was prorated accordingly. |

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company maintains a long-term incentive compensation program for selected senior executives and key employees that is administered by the Committee. Awards under the long-term incentive compensation program are made under the Company’s 2005 Stock and Incentive Plan which allows the grant of incentive stock options, non-incentive stock options, restricted stock, RSUs, performance shares, and performance awards payable in stock, cash, or a combination thereof. Typically, the primary long-term incentive compensation for executive officers is in the form of RSUs and cash performance awards. The cash performance awards are based on the achievement of two equally weighted performance measures for the year, based on the budget for the year. The two performance measures were EBITDA and return on total capital cumulative performance over a three-year period from 2023 to 2025. The targets for 2023 were the same budgeted performance targets as those for the AIP, while the targets for 2024 and 2025 will be based on each respective year’s performance targets. Return on total capital for the year is calculated by dividing (i) 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. Under the program, the elements of long-term incentive compensation to be awarded, as well as the executives selected to participate, are determined each year by the Committee. For 2023, the Committee determined that Messrs. Grzebinski, Kumar, and O’Neil would receive awards under the long-term incentive compensation program comprised of 60% RSUs and 40% cash performance awards, and Mr. Miller and Ms. Husted would receive 100% in the form of RSUs. Starting in 2024, the Committee determined that cash performance awards would make up 50% of long-term incentive value for Messrs. Grzebinski, Kumar and O’Neil.

  60. Long-Term Incentive Compensation

    | KIRBY | 2024 PROXY STATEMENT | 41 |

  61. Long-Term Incentive Compensation

    The target values of the awards, broken down by component, were as follows:

  62. Long-Term Incentive Compensation

    | NAME | RSUs(1) | LONG-TERM PERFORMANCE AWARDS | TOTAL | | David W. Grzebinski | $2,370,000 | $1,580,000 | $3,950,000 | | Raj Kumar | 540,000 | 360,000 | 900,000 | | Christian G. O’Neil | 960,000 | 640,000 | 1,600,000 | | Amy D. Husted | 800,000 | — | 800,000 | | Scott P. Miller | 600,000 | — | 600,000 |

  63. Long-Term Incentive Compensation

    | (1) No RSUs were awarded to Ms. Clarke given her retirement in 2023. |

  64. 2021 – 2023 Cash Performance Payout

    2021 – 2023 Cash Performance Payout The table below summarizes goals and actual achievement for the 2021-2023 cash performance awards for Mr. Grzebinski and Mr. O’Neil:

  65. 2021 – 2023 Cash Performance Payout

    | NAME | THRESHOLD | TARGET | MAXIMUM | ACTUAL PAYOUT % | ACTUAL CASH PAYOUT | | David W. Grzebinski | $275,800 | $1,379,000 | $2,758,000 | 131.3% | $1,810,627 | | Christian G. O’Neil | 90,000 | 450,000 | 900,000 | 129.2% | 581,400 |

  66. Change of Control/Severance Payments

    Change of Control/Severance Payments The Company entered into change of control agreements with Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke (which terminated upon her retirement). The terms of the change of control agreements for each such named executive officer were substantially similar except with regard to the multiplier to be used in calculating the portion of the cash payment associated with annualized base salary, which is 2.99 in the case of Mr. Grzebinski and 2.0 for Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke, and the non-solicitation and noncompetition covenant periods, which is 36 months for Mr. Grzebinski and 24 months for Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke. In the event of termination of employment in a change of control period which begins on the date the Company enters into a definitive written agreement that would result in a change of control if the transactions contemplated therein were consummated and ends on the second anniversary of the change of control, the severance payments to the covered executive officer would be the sum of the annualized base salary times the applicable multiplier, twice the applicable target annual bonus, prorated Profit Sharing based on the prior year, and 24 months of COBRA premiums for the Company’s medical, dental, vision, and prescription drug plans. Further, the covered executive officer will become fully vested in any outstanding equity award, the amount or vesting of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. In 2023, the Committee amended the Change in Control Agreements with Messrs. Grzebinski, Kumar and O’Neil to clarify that they will also become fully vested in any cash performance award, the amount of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. Such payment and accelerated vesting are conditioned upon execution of a release and waiver of claims against the Company along with traditional confidentiality, non-solicitation, noncompetition and non-disparagement restrictive covenants. The vesting of each equity award outstanding as of the covered executive officer’s termination date that is not a performance-based equity award will be determined by the terms of the applicable equity incentive plan and award agreement. The foregoing summary of the terms of the change of control agreements is qualified by reference to the copies of the agreements filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to the Company’s Current Report on Form 8-K filed May 20, 2022.(1) In connection with commencement of employment as previously reported in the Company’s Current Report on Form 8-K filed on October 4, 2021, Mr. Kumar was eligible to receive a cash payment equal to one year of his current base salary and the greater of the current year’s target bonus or actual bonus calculation in the event he were terminated within twenty-four months of his date of hire due to a change of control. His change of control agreement supersedes that arrangement. Separate from the change of control agreements, the named executive officers are generally entitled to accelerated vesting of outstanding stock options, restricted stock, and RSUs upon a qualifying termination of employment following a change in control of the Company, and a right to receive a proportionate part of outstanding cash performance awards upon a change in control of the Company. Additionally, in connection with her continued services through her retirement date of March 1, 2023, the Committee approved that Ms. Clarke would be entitled to receive a cash payment equivalent to the value of her unvested RSUs that terminated upon her retirement, her 2022 contribution under the Profit Sharing Plan, a lump sum amount for premiums for the Company’s medical, dental, vision, and prescription drug plans of approximately $17,030, and her 2022 contribution under the Deferred Compensation Plan for Key Employees upon her retirement and execution of a separation agreement with the Company. She has executed the separation agreement with the Company which includes customary restrictive covenants including a noncompete, and in exchange received the lump sum cash payment of $1,580,285. Effective upon her retirement, Ms. Clarke’s change of control agreement terminated. The value of the 2023 contributions under the Profit Sharing Plan and the Deferred Compensation Plan for Key Employees has not yet been calculated. Ms. Clarke received a prorated portion of 2023 AIP in the amount of $85,617.

  67. Employment Agreements

    Employment Agreements The Company has no employment agreements with any of its executive officers but entered into the previously described incentive and retention award agreements for Messrs. Grzebinski and O’Neil, the previously described change of control

  68. Employment Agreements

    | (1) The change of control agreements for Mr. Miller and Ms. Clarke were not filed with the Securities and Exchange Commission because they were not material contracts at the time of execution, but the terms are substantively similar to those which were filed. |

  69. Employment Agreements

    | KIRBY | 2024 PROXY STATEMENT | 43 |

  70. Employment Agreements

    agreements for Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke (which terminated upon her retirement), and the previously described arrangement with Ms. Clarke regarding her services through her retirement date.

  71. Timing of Compensation Decisions

    Timing of Compensation Decisions The Committee generally makes executive compensation decisions in January of each year. RSUs approved to be granted at the regular January meeting of the Committee, which takes place several days before the Company’s public release of earnings information for the previous year, are granted on a specified date shortly after the earnings release, in which case the later date is considered the date of grant. RSUs are based upon a specific compensation target for each grantee and are determined by dividing the compensation target by the fair market value of one share of the Company’s stock on the date of grant. Base salary increases are reviewed by the Committee in its January meeting, approved in its April meeting of each year, and generally become effective July 1st of that year.

  72. Summary Compensation Table

    Summary Compensation Table

  73. Summary Compensation Table

    | NAME | | SALARY | RSU AWARDS(1) | OPTION AWARDS(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) | ALL OTHER COMPENSATION(3) | TOTAL COMPENSATION | | David W. Grzebinski | 2023 | $1,034,250 | $2,370,192 | $— | $3,861,131 | $457,136 | $7,722,709 | | President and Chief Executive Officer | 2022 | 1,009,625 | 2,250,259 | — | 2,453,709 | 530,326 | 6,243,919 | | | 2021 | 967,500 | 3,318,486 | — | 1,096,590 | 516,556 | 5,899,132 | | Raj Kumar(4) | 2023 | 543,250 | 540,254 | — | 655,594 | 21,462 | 1,760,560 | | Executive Vice President and Chief Financial Officer | 2022 | 515,000 | 480,077 | — | 563,461 | 52,683 | 1,611,221 | | | 2021 | 45,455 | 1,064,832 | — | — | 241,998 | 1,352,285 | | Christian G. O’Neil | 2023 | 615,573 | 960,050 | — | 1,429,598 | 163,659 | 3,168,880 | | President — Kirby Inland Marine, LP, Kirby Offshore Marine, LLC, San Jac Marine, LLC and Kirby Offshore Wind, LLC | 2022 | 584,904 | 900,104 | — | 885,566 | 195,470 | 2,566,044 | | | 2021 | 559,625 | 1,175,094 | — | 532,476 | 192,587 | 2,459,782 | | Amy D. Husted | 2023 | 458,934 | 800,282 | — | 553,842 | 25,123 | 1,838,181 | | Vice President, General Counsel, and Secretary | 2022 | 437,080 | 749,976 | — | 478,210 | 46,236 | 1,711,502 | | | 2021 | 419,210 | 699,980 | — | 193,675 | 44,757 | 1,357,622 | | Scott P. Miller | 2023 | 391,387 | 600,122 | — | 472,326 | 10,516 | 1,474,351 | | Vice President and Chief Information Officer | 2022 | 361,375 | 524,950 | — | 395,380 | 29,284 | 1,310,989 | | | 2021 | 340,000 | 510,138 | — | 157,080 | 27,548 | 1,034,766 | | Kim B. Clarke(5) | 2023 | 98,159 | — | — | 85,617 | 1,602,348 | 1,786,124 | | Vice President and Chief Human Resources Officer | 2022 | 406,315 | 688,329 | — | 444,549 | 48,146 | 1,587,339 | | | 2021 | 389,702 | 657,850 | — | 180,043 | 46,558 | 1,274,153 |

  74. Summary Compensation Table

    | (1) The amounts included in the “RSU Awards” and “Option Awards” columns represent the grant date fair value related to RSUs and stock option grants to the named executive officers, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 8, Stock Award Plans, in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The actual number of RSUs granted in 2023 is shown in the “Grants of Plan Based Awards During 2023” table. |

  75. Summary Compensation Table

    | (2) Amounts include payments under the Company’s AIP and payments pursuant to cash performance awards. Both the AIP and the cash performance awards are described in more detail in the “Compensation Discussion and Analysis” on pages 33-44. |

  76. Summary Compensation Table

    | (3) Amounts for 2023 include cash retention awards for Messrs. Grzebinski and O’Neil of $416,667 and $125,000, respectively, pursuant to their incentive and retention award agreements as discussed on page 35; an automobile allowance for Messrs. Grzebinski, Kumar and O’Neil and Mss. Husted and Clarke; 401(k) Plan match and group life insurance for Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke; a lump sum cash payment to Ms. Clarke of $1,597,316 upon her retirement from the Company on March 1, 2023, and as provided for in her separation agreement; as well as club memberships for Messrs. Grzebinski and O’Neil. The change in value of accumulated benefits under one of the Company’s pension plans was $1,397 for Mr. O’Neil and $2,910 for Ms. Husted for 2023. The Company’s contributions for 2023 under the Profit Sharing Plan and Deferred Compensation Plan for Key Employees, and any discretionary contributions under the 401(k) Plan, which would otherwise be included in this column, have not been determined as of the date of this Proxy Statement. Amounts for 2022 include cash retention awards for Messrs. Grzebinski and O’Neil of $416,667 and $125,000, respectively, pursuant to their incentive and retention award agreements as discussed on page 35; an automobile allowance for Messrs. Grzebinski, Kumar and O’Neil and Mss. Husted and Clarke; 401(k) Plan match and group life insurance for Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke; as well as club memberships for Messrs. Grzebinski and O’Neil. The change in value of accumulated benefits under one of the Company’s pension plans for Mr. O’Neil and Ms. Husted that would otherwise be included in this column was negative for 2022. For 2022, the Company’s contributions under the Profit Sharing Plan were $15,250 each to Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke. For 2022, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,370 to Mr. Grzebinski, $16,800 to Mr. Kumar, $22,392 to Mr. O’Neil, $4,510 to Mr. Miller, $10,566 to Ms. Husted, and $8,105 to Ms. Clarke. For 2022, discretionary contributions under the 401(k) Plan were $4,127 to Mr. Grzebinski and $2,500 to Mr. Kumar. Amounts for 2021 |

  77. Summary Compensation Table

    | 46 | KIRBY | 2024 PROXY STATEMENT |

  78. Summary Compensation Table

    | include cash retention awards for Messrs. Grzebinski and O’Neil of $416,667 and $125,000, respectively, pursuant to their incentive and retention award agreements as discussed on page 35; an automobile allowance for Messrs. Grzebinski, Kumar and O’Neil and Mss. Husted and Clarke; 401(k) plan match and group life insurance for Messrs. Grzebinski, O’Neil and Miller and Mss. Husted and Clarke; a one-time payment to Mr. Kumar of $238,875 which takes into account the cash bonus payment for 2021 from his former employer that he forfeited when joining the Company; as well as club memberships for Messrs. Grzebinski and O’Neil. The change in value of accumulated benefits under one of the Company’s pension plans for Mr. O’Neil and Ms. Husted that would otherwise be included in this column was negative for 2021. For 2021, the Company’s contributions under the Profit Sharing Plan were $14,500 each to Messrs. Grzebinski, O’Neil and Miller and Mss. Husted and Clarke and $2,273 to Mr. Kumar. For 2021, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $54,200 to Mr. Grzebinski, $21,570 to Mr. O’Neil, $4,000 to Mr. Miller, $10,337 to Ms. Husted, and $7,976 to Ms. Clarke. For 2021, discretionary contributions under the 401(k) Plan were $3,840 to Mr. Grzebinski and $311 to Ms. Husted. |

  79. Summary Compensation Table

    | (4) Mr. Kumar became an employee of the Company and was named Executive Vice President and Chief Financial Officer on November 29, 2021. |

  80. Summary Compensation Table

    | (5) Ms. Clarke retired from the Company on March 1, 2023. |

  81. Grants of Plan Based Awards During 2023

    Grants of Plan Based Awards During 2023

  82. Grants of Plan Based Awards During 2023

    | | | ESTIMATED FUTURE PAYMENTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | STOCK AWARDS | | | NAME | GRANT DATE | THRESHOLD | TARGET | MAXIMUM | NUMBER OF RSU AWARDS(2) | FAIR VALUE OF RSU AWARDS(3) | | David W. Grzebinski | 01/30/23 | $316,000 | $1,580,000 | $3,160,000 | | | | | 02/01/23 | | | | 32,860 | $2,370,192 | | Raj Kumar | 01/30/23 | 72,000 | 360,000 | 720,000 | | | | | 02/01/23 | | | | 7,490 | 540,254 | | Christian G. O’Neil | 01/30/23 | 128,000 | 640,000 | 1,280,000 | | | | | 02/01/23 | | | | 13,310 | 960,050 | | Amy D. Husted | 02/01/23 | | | | 11,095 | 800,282 | | Scott P. Miller | 02/01/23 | | | | 8,320 | 600,122 |

  83. Grants of Plan Based Awards During 2023

    NOTE: Given Ms. Clarke’s retirement in early 2023, no plan based awards were granted to her for 2023 as they are a form of long-term incentive compensation.

  84. Grants of Plan Based Awards During 2023

    | (1) Amounts shown represent long-term cash performance awards made to the three of the five named executive officers in 2023 for the 2023-2025 performance period under the Company’s long-term incentive compensation program. The cash performance awards are based on a three-year performance period beginning January 1, 2023. The percentage of the target award paid at the end of the performance period will be based on the achievement by the Company on a cumulative basis for the three-year performance period of the objective levels of EBITDA and return on total capital established under the Company’s AIP. The threshold amount is payable if 80% of the performance target is achieved and the maximum amount is payable if 130% or more of the performance target is achieved; if less than 80% is achieved, there is no payment. For 2023, the first year of the performance period, the Company and its business groups achieved approximately 120% of the target payout based on the target performance measures (depending on the weighting for the different participants), but the actual payout to the participating executive officers cannot be determined until the remaining two years of the performance period are completed. |

  85. Grants of Plan Based Awards During 2023

    | (2) Represents the number of RSUs awarded in 2023 under the Company’s 2005 Stock and Incentive Plan. Each RSU represents a contingent right to receive cash or one share of common stock of the Company. The RSUs awarded on February 1, 2023, vest 20% on February 3rd of each year following the original grant date. |

  86. Grants of Plan Based Awards During 2023

    | (3) The grant date fair values are calculated based in accordance with FASB ASC Topic 718. For RSUs awarded, each unit is valued at the closing stock price of the Company’s common stock on the date of grant, resulting in a fair value of $72.13 per share on February 1, 2023. |

  87. Grants of Plan Based Awards During 2023

    | KIRBY | 2024 PROXY STATEMENT | 47 |

  88. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  89. Outstanding Equity Awards at December 31, 2023

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF RSUs THAT HAVE NOT VESTED(2) | MARKET VALUE OF RSUs THAT HAVE NOT VESTED(3) | | David W. Grzebinski | 02/22/18 | 26,358 | — | $75.50 | 02/22/25 | — | $— | | | 02/01/19 | 29,451 | — | 73.93 | 02/01/26 | 3,571 | 280,252 | | | 01/31/20 | 34,152 | — | 73.29 | 01/31/27 | 7,526 | 590,640 | | | 01/29/21 | — | — | — | — | 49,076 | 3,851,484 | | | 01/28/22 | — | — | — | — | 27,280 | 2,140,934 | | | 02/01/23 | — | — | — | — | 32,860 | 2,578,853 | | Raj Kumar | 01/28/22 | — | — | — | — | 5,820 | 456,754 | | | 02/01/23 | — | — | — | — | 7,490 | 587,815 | | Christian G. O’Neil | 05/02/16 | 15,500 | — | 64.89 | 05/02/25 | — | — | | | 02/22/18 | 10,698 | — | 75.50 | 02/22/25 | — | — | | | 02/01/19 | 10,041 | — | 73.93 | 02/01/26 | 1,218 | 95,589 | | | 01/31/20 | 11,145 | — | 73.29 | 01/31/27 | 2,456 | 192,747 | | | 01/29/21 | — | — | — | — | 17,830 | 1,399,298 | | | 01/28/22 | — | — | — | — | 10,912 | 856,374 | | | 02/01/23 | — | — | — | — | 13,310 | 1,044,569 | | Amy D. Husted | 02/22/18 | 5,706 | — | 75.50 | 02/22/25 | — | — | | | 02/01/19 | 10,413 | — | 73.93 | 02/01/26 | 1,263 | 99,120 | | | 01/31/20 | 8,667 | — | 73.29 | 01/31/27 | 2,866 | 224,924 | | | 01/29/21 | — | — | — | — | 8,274 | 649,344 | | | 01/28/22 | — | — | — | — | 9,092 | 713,540 | | | 02/01/23 | — | — | — | — | 11,095 | 870,736 | | Scott P. Miller | 04/08/19 | — | — | — | — | 803 | 63,019 | | | 05/03/19 | 6,705 | — | 84.90 | 05/03/26 | 803 | 63,019 | | | 01/31/20 | — | — | — | — | 2,088 | 163,866 | | | 01/29/21 | — | — | — | — | 6,030 | 473,234 | | | 01/28/22 | — | — | — | — | 6,364 | 499,447 | | | 02/01/23 | — | — | — | — | 8,320 | 652,954 |

  90. Outstanding Equity Awards at December 31, 2023

    NOTE: All unvested RSUs then held by Ms. Clarke were forfeited upon her retirement. Ms. Clarke also held 23,204 unexercised stock options that were unexercisable 30 days after her retirement as they were not in-the-money. The unexercised stock options were forfeited.

  91. Outstanding Equity Awards at December 31, 2023

    | (1) Stock options become exercisable one-third after one year, two-thirds after two years and are fully exercisable after three years from the original grant dates, except for the stock options granted to Mr. O’Neil on May 2, 2016, which became exercisable on May 2, 2021. |

  92. Outstanding Equity Awards at December 31, 2023

    | (2) RSUs vest 20% on January 24th of each year following the original grant dates, except for: RSUs awarded on January 28, 2022 and February 1, 2023 to Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted which vest 20% on February 3rd of each year following the original grant date; 24,626 RSUs awarded to Mr. Grzebinski and 9,850 RSUs awarded to Mr. O’Neil on January 29, 2021, pursuant to their respective incentive and retention award agreements, which cliff vested 100% on January 24, 2024. |

  93. Outstanding Equity Awards at December 31, 2023

    | (3) The market value of the RSUs that had not vested as of December 31, 2023, is calculated using the closing price of the Company’s common stock on December 29, 2023, which was $78.48 per share. |

  94. Outstanding Equity Awards at December 31, 2023

    | 48 | KIRBY | 2024 PROXY STATEMENT |

  95. Option Exercises and Restricted Stock Units Vested During 2023

    Option Exercises and Restricted Stock Units Vested During 2023

  96. Option Exercises and Restricted Stock Units Vested During 2023

    | | OPTION AWARDS | | RSU AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING(1) | | David W. Grzebinski | 61,869 | $846,418 | 25,568 | $1,716,909 | | Raj Kumar | — | — | 10,633 | 778,997 | | Christian G. O’Neil | 15,936 | 178,177 | 9,159 | 617,683 | | Amy D. Husted | 9,997 | 146,700 | 8,434 | 566,566 | | Scott P. Miller | 6,315 | 60,113 | 6,251 | 421,498 | | Kim B. Clarke | — | — | 5,833 | 377,220 |

  97. Option Exercises and Restricted Stock Units Vested During 2023

    | (1) Based on the closing price of the Company’s common stock on the date of vesting. |

  98. Nonqualified Deferred Compensation During 2023

    Nonqualified Deferred Compensation During 2023

  99. Nonqualified Deferred Compensation During 2023

    | NAME | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR(1) | AGGREGATE EARNINGS IN LAST FISCAL YEAR(2) | AGGREGATE BALANCE AT LAST FISCAL YEAR END | | David W. Grzebinski | $— | $139,757 | $900,094 | | Raj Kumar | — | 818 | 17,618 | | Christian G. O’Neil | — | 22,962 | 157,761 | | Amy D. Husted | — | 5,863 | 54,471 | | Scott P. Miller | — | 1,406 | 13,120 | | Kim B. Clarke | — | 2,650 | — |

  100. Nonqualified Deferred Compensation During 2023

    | (1) The Company has an unfunded, nonqualified Deferred Compensation Plan for Key Employees which was adopted effective January 1, 1992. The Plan is designed primarily to provide additional benefits to eligible employees to restore benefits to which they would be entitled under the Profit Sharing Plan and 401(k) Plan were it not for certain limits imposed by the Internal Revenue Code. The benefits under the Deferred Compensation Plan are designed to restore benefits for employees with base salary in excess of a certain level (base salary of $330,000 for 2023). Contributions for 2023, which would otherwise be included in this column, have not been determined as of the date of this Proxy Statement. For 2022, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,370 to Mr. Grzebinski, $16,800 to Mr. Kumar, $22,392 to Mr. O’Neil, $4,510 to Mr. Miller, $10,566 to Ms. Husted, and $8,105 to Ms. Clarke. |

  101. Nonqualified Deferred Compensation During 2023

    | (2) After the Company’s Profit Sharing Plan and administration were transferred into the Company’s 401(k) Plan in January 2022, the Deferred Compensation Plan for Key Employees was amended on April 1, 2022, to allow earnings (or losses) on deferred compensation for eligible employees under the Deferred Compensation Plan for Key Employees to be determined based on the eligible employees’ investment units or shares of the investment options made available by the administrator in the proportions selected by the employee in accordance with procedures established by the administrator. |

  102. Nonqualified Deferred Compensation During 2023

    | KIRBY | 2024 PROXY STATEMENT | 49 |

  103. Equity Compensation Plan Information as of December 31, 2023

    Equity Compensation Plan Information as of December 31, 2023

  104. Equity Compensation Plan Information as of December 31, 2023

    | PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS | WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN FIRST COLUMN) | | Equity compensation plans approved by stockholders | 255,245 | $74.00 | 2,045,694 | | Equity compensation plans not approved by stockholders(1) | 30,345 | $90.57 | 369,360 | | Total | 285,590 | $75.76 | 2,415,054 |

  105. Equity Compensation Plan Information as of December 31, 2023

    | (1) The only plan included in the table that was adopted without stockholder approval was the 2000 Nonemployee Director Stock Plan, the material features of which are summarized under “BOARD OF DIRECTORS — Director Compensation.” Subsequent increases in the number of shares that may be issued under that plan were approved by the stockholders in 2008, 2012, and 2021. |

  106. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company’s 2005 Stock and Incentive Plan provides for accelerated vesting of stock options, restricted stock and RSUs upon a change in control of the Company and a qualifying termination of employment in connection with or within 18 months after the change in control. A qualifying termination is a termination by the Company without “Cause” or a termination by the employee with “Good reason.” “Good reason” is defined in the 2005 Stock and Incentive Plan as either (i) a material adverse change in duties and responsibilities; (ii) a material reduction in base salary or bonus opportunity; or (iii) relocation of the primary workplace by more than 35 miles, each as compared to that in effect immediately prior to the change in control. If a change in control and qualifying termination of employment were to have occurred on December 31, 2023, all of the named executive officers’ outstanding options to acquire Company common stock would have become immediately exercisable and all of the RSUs granted to the named executive officers would have also immediately vested. None of the named executive officers held unexercisable options to purchase shares of common stock that were in-the-money as of December 31, 2023. The value of the RSUs in the table below for each officer is based on the Company’s closing market price of $78.48 per share on December 31, 2023. The Company entered into the previously described change of control agreements with Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke which provide for a payment in the event of termination of employment in a change of control period which begins on the date the Company enters into a definitive written agreement that would result in a change of control if the transactions contemplated therein were consummated and ends on the second anniversary of the change of control, which is equal to the sum of the annualized base salary times the applicable multiplier, twice the applicable target annual bonus, prorated Profit Sharing based on the prior year, and 24 months of COBRA premiums for the Company’s medical, dental, vision, and prescription drug plans. Further, the covered executive officer will become fully vested in any outstanding equity award the amount or vesting of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. In 2023, the Compensation Committee amended the Change in Control Agreements with Messrs. Grzebinski, Kumar and O’Neil to clarify that they will also become fully vested in any cash performance award, the amount of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date, which is consistent with the Company’s prior treatment and presentation of such potential payments. Such payment and accelerated vesting are conditioned upon execution of a release and waiver of claims against the Company along with traditional confidentiality, non-solicitation, noncompetition and non-disparagement restrictive covenants. The Company is not aware of any arrangements that would result in a change in control of the Company at a subsequent date.

  107. Potential Payments Upon Termination or Change in Control

    | 50 | KIRBY | 2024 PROXY STATEMENT |

  108. Potential Payments Upon Termination or Change in Control

    With the exception of Ms. Clarke, no named executive officer has or had an arrangement that would have triggered a payment based upon termination not associated with a change of control. For Ms. Clarke, in connection with her continued services through her retirement date of March 1, 2023, the Compensation Committee approved a cash payment equivalent to the value of her unvested RSUs (which terminated upon her retirement), her 2022 contribution under the Profit Sharing Plan, a lump sum amount for premiums for the Company’s medical, dental, vision, and prescription drug plans of approximately $17,030, and her 2022 contribution under the Deferred Compensation Plan for Key Employees upon her retirement and execution of a separation agreement with the Company. She has executed the separation agreement, which includes customary restrictive covenants including a noncompete, and in exchange received the lump sum cash payment of $1,580,285. The value of the 2023 contributions under the Profit Sharing Plan and the Deferred Compensation Plan for Key Employees has not yet been calculated. The following table shows potential payments to the below named executive officers in the event of termination of employment under their existing change of control agreements if a change in control had occurred on December 31, 2023:

  109. Potential Payments Upon Termination or Change in Control

    | | LUMP SUM CASH PAYMENT | | | | | | | | | NAME | ANNUALIZED BASE SALARY TIMES APPLICBLE MULTIPLIER(1) | TWICE APPLICABLE TARGET ANNUAL BONUS(2) | PRORATED PROFIT SHARING PLAN CONTRIBUTION BASED ON PRIOR YEAR(3) | PRORATED DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES CONTRIBUTION BASED ON PRIOR YEAR(4) | 24 MONTHS COBRA PREMIUMS FOR MEDICAL, DENTAL AND VISION PLANS | RSU VESTING(5) | LONG-TERM PERFORMANCE AWARDS(6) | TOTAL | | David W. Grzebinski | $3,092,408 | $2,378,775 | $15,250 | $56,370 | $47,658 | $9,442,164 | $3,847,740 | $18,880,365 | | Raj Kumar | 1,113,000 | 779,100 | 15,250 | 16,800 | 15,993 | 1,044,569 | 848,440 | 3,833,152 | | Christian G. O’Neil | 1,261,174 | 1,135,057 | 15,250 | 22,392 | 47,739 | 3,588,576 | 1,538,880 | 7,609,068 | | Amy D. Husted | 940,256 | 658,179 | 15,250 | 10,566 | 47,739 | 2,557,663 | — | 4,229,653 | | Scott P. Miller | 820,050 | 574,035 | 15,250 | 4,510 | 47,739 | 1,915,540 | — | 3,377,124 |

  110. Potential Payments Upon Termination or Change in Control

    | (1) Base salary at December 31, 2023 times 2.99 for Mr. Grzebinski and times 2.0 for Messrs. Kumar, O’Neil and Miller and Ms. Husted. |

  111. Potential Payments Upon Termination or Change in Control

    | (2) Applicable target annual bonus of 115% for Mr. Grzebinski, 90% for Mr. O’Neil and 70% for Messrs. Kumar and Miller and Ms. Husted, each times 2.0. |

  112. Potential Payments Upon Termination or Change in Control

    | (3) Reflects contributions for 2022 under the Profit Sharing Plan. |

  113. Potential Payments Upon Termination or Change in Control

    | (4) Reflects contributions for 2022 under the Deferred Compensation Plan for Key Employees. |

  114. Potential Payments Upon Termination or Change in Control

    | (5) Reflects the aggregate value of unvested RSUs (based on the closing stock price of $78.48 at December 31, 2023) that would have been converted to shares and have become fully vested: 120,313 RSUs for Mr. Grzebinski; 13,310 RSUs for Mr. Kumar; 45,726 RSUs for Mr. O’Neil; 32,590 RSUs for Ms. Husted; and 24,408 RSUs for Mr. Miller. |

  115. Potential Payments Upon Termination or Change in Control

    | (6) Reflects calculated payments for previously granted cash performance awards that would be accelerated under the executive’s change of control agreement, based on the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding December 31, 2023. |

  116. Potential Payments Upon Termination or Change in Control

    | KIRBY | 2024 PROXY STATEMENT | 51 |

  117. CEO PAY RATIO

    CEO PAY RATIO As required by SEC regulation, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. For 2023, our last completed fiscal year, the median of the annual total compensation of all employees of the Company and its KMT and D&S segments (other than our CEO and other than as explained below) was $92,243, and the annual total compensation of our CEO was $7,722,709. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 84:1. To determine the median of the annual total compensation of all employees of the Company and its KMT and D&S segments (other than our CEO), we identified our total employee population as of December 31, 2023, which consisted of approximately 5,200 employees excluding a de minimis number of non-U.S. employees. To identify the median employee, we conducted a full analysis of this employee population, without the use of statistical sampling. We determined our median employee using “total compensation” for the full year 2023. “Total compensation” consisted of gross wages to include base wages, incentives, paid time off, overtime, and perquisites. We annualized gross wages for employees who were not employed for the full year in 2023. We then calculated the annual total compensation of the median employee using the same methodology used in calculating the annual total compensation of the CEO.

  118. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the CD&A above, the Compensation Committee has designed the Company’s executive compensation program to align a substantial portion of total compensation to motivating consistent performance over time in achievement of the Company’s strategic, operational, and financial objectives that result in increased profitability and stockholder returns. The following table sets forth additional compensation information for its named executive officers (“NEOs”), calculated in accordance with SEC regulations, for 2023, 2022, 2021 and 2020.

  119. PAY VERSUS PERFORMANCE

    | | | | | | | Value of Initial Fixed $100 Investment as of January 1, 2020 Based On: | | | | | | | | | | | (In thousands) | | | Year | Summary Compensation Table Total For CEO (1) | Compensation Actually Paid to CEO (2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs (4) | Average Compensation Actually Paid to Non-CEO NEOs (2)(4)(5) | Total Stockholder Return | Peer Group Total Stockholder Return (6) | Net Income (Loss) | Adjusted EBITDA (7) | | 2023 | $7,722,709 | $9,257,534 | $2,005,619 | $2,030,002 | $87.66 | $154.31 | $222,905 | $557,319 | | 2022 | 6,243,919 | 6,766,826 | 1,869,027 | 1,987,378 | 71.88 | 127.96 | 122,761 | 410,536 | | 2021 | 5,899,132 | 6,887,446 | 1,833,167 | 2,183,344 | 66.37 | 155.22 | (246,771) | 306,116 | | 2020 | 4,278,144 | 1,175,076 | 1,402,759 | (70,165) | 57.89 | 116.52 | (271,592) | 359,629 |

  120. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported are the amounts of total compensation reported for the Company’s CEO, Mr. Grzebinski, in the Summary Compensation Tables for 2023, 2022, 2021 and 2020. Mr. Grzebinski served as CEO for each of the years presented. |

  121. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to the Company’s CEO or other NEOs during the applicable year, as they also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. |

  122. PAY VERSUS PERFORMANCE

    | 54 | KIRBY | 2024 PROXY STATEMENT |

  123. PAY VERSUS PERFORMANCE

    | (3) To calculate Compensation Actually Paid to the Company’s CEO, the grant date fair value of the equity awards to the Company’s CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year, were deducted from the CEO’s “Total” compensation as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2023 - $3,905,017, 2022 - $2,773,165, 2021 - $4,306,800, and 2020 - $(1,034,588). The equity award adjustments represent the year-over-year change in the fair value of equity awards to the Company’s CEO. |

  124. PAY VERSUS PERFORMANCE

    | (4) For 2020, Mr. William Harvey, former Executive Vice President and Chief Financial Officer, Mr. Joseph Reniers, former President - Kirby Distribution and Services, Inc., Mr. O’Neil and Ms. Husted are included as non-CEO NEOs. For 2021, Messrs. Kumar, O’Neil, Harvey, and Reniers and Ms. Husted are included as non-CEO NEOs. For 2022, Messrs. Kumar and O’Neil and Mss. Husted and Clarke are included as non-CEO NEOs. For 2023, Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke are included as non-CEO NEOs. |

  125. PAY VERSUS PERFORMANCE

    | (5) To calculate Average Compensation Actually Paid to the Company’s non-CEO NEOs, the average of the grant date fair value of the equity awards to the Company’s NEOs (other than the CEO), as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year, were deducted from the average of the “Total” compensation of the Company’s non-CEO NEOs as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2023 - $604,525, 2022 - $822,973, 2021 - $1,332,309, and 2020 - $(761,423). The equity award adjustments represent the average of the year-over-year change in the fair value of equity awards to the Company’s NEOs (other than the CEO). |

  126. PAY VERSUS PERFORMANCE

    | (6) Reflects cumulative total shareholder return of the Dow Jones US Transportation Average index (“DJTA”), as of December 31, 2023. The DJTA is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The DJTA has been selected by the Company as its peer group based on its inclusion in that index. The DJTA is a price-weighted average of twenty transportation stocks traded in the United States. The index includes railroads, airlines, trucking, marine transportation, delivery services, and logistics companies. While the Company believes the index is useful for providing insight into the state of the U.S. economy, the index does not include the Company’s primary competitors in the KMT segment who are largely private companies. In addition, the Company derived 44% of its revenues in 2023 from its D&S segment whose operations are not typical of other members of the index. Therefore, stock performance of the DJTA may not correlate to the Company’s stock performance due to the inherent variations in operations between those of the Company and the other members of the index. |

  127. PAY VERSUS PERFORMANCE

    | (7) Adjusted EBITDA for 2020 excludes $553.3 million related to impairment of long-lived assets, impairment of goodwill, and inventory write-downs. Pursuant to its authority to interpret the AIP guidelines to assure that awards are consistent with the AIP’s purposes and the Company’s interests, the Committee approved the exclusion of those items in determining the annual incentive compensation payouts for all participants, as the Compensation Committee determined that those exclusions were appropriate given the Compensation Committee’s opinion that the impairments and other charges were primarily due to the impact of the COVID-19 pandemic. The Committee also took into account the effects of the Company to protect its employees and continue operations despite the challenges of the COVID-19 pandemic, with minimal disruptions, including by moving many of its shoreside employees to remote operations. Adjusted EBITDA for 2021 excludes $340.7 million related to impairment of long-lived assets and impairment of goodwill. For 2021, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment was primarily due to the impact of the strategic decision to sell the Hawaii assets and retire wire assets, which will benefit the Company long-term. For compensation payout purposes, no adjustments were made to return on total capital, EBITDA, or earnings per share for 2022 and 2023. Please refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measures. |

  128. PAY VERSUS PERFORMANCE

    The list of items below identifies the three most important financial performance measures used by the Company’s Compensation Committee to link the “compensation actually paid” to the Company’s CEO and other NEOs in 2023, calculated in accordance with SEC regulations, to Company performance. The role of each of these performance measures on NEO compensation is discussed in the Compensation Discussion and Analysis section beginning on page 33.

  129. PAY VERSUS PERFORMANCE

    | Financial Performance Measures | | EBITDA | | Return on Total Capital | | Earnings per Share |

  130. PAY VERSUS PERFORMANCE

    | KIRBY | 2024 PROXY STATEMENT | 55 |

  131. PAY VERSUS PERFORMANCE

    The following charts reflect that the Compensation Actually Paid over the four-year period ended December 31, 2023 aligns to trends in the Company’s TSR, net income (loss) and adjusted EBITDA results over the same period.

  132. PAY VERSUS PERFORMANCE

    | 56 | KIRBY | 2024 PROXY STATEMENT |

  133. PAY VERSUS PERFORMANCE

    Increases in the fair value of the Company’s stock, payments to Messrs. Grzebinski, O’Neil, and Reniers under their respective incentive and retention award agreements entered into in early 2021, and payments to Mr. Kumar in connection with commencement of his employment with the Company primarily contributed to increases in compensation actually paid for both the CEO and the No n-C EO NEOs in 2021, 2022 and 2023 when compared to 2020. In 2020, the stock price was negatively impacted as business levels decreased due to the COVID-19 pandemic.

  134. PAY VERSUS PERFORMANCE

    | KIRBY | 2024 PROXY STATEMENT | 57 |