DEF 14A of Kirby Corp, Mar 7, 2025

DEF 14A of Kirby Corp

Filed Mar 7, 2025 · FY20240001193125-25-049943

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 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.

  2. ELECTION OF DIRECTORS

    | KIRBY | 2025 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 III Directors, serving until the Annual Meeting of Stockholders in 2028

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

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

    | ANNE-MARIE N. AINSWORTH | | | Retired President and CEO, Oiltanking Partners and Oiltanking Holding Americas Age: 68 Independent Director since 2015 Committees: • Audit • ESG and Nominating, Chair | 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. |

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

    | 16 | KIRBY | 2025 PROXY STATEMENT |

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

    | WILLIAM M. WATERMAN | | | Retired President and CEO, Penn Maritime Age: 71 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 40 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. |

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

    | KIRBY | 2025 PROXY STATEMENT | 17 |

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

    | SHAWN D. WILLIAMS | | | Executive Chairman, Covia Holdings Age: 61 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-November 2024) 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, Commercial and Industrial, 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. |

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

    | 18 | KIRBY | 2025 PROXY STATEMENT |

  11. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  12. 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

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

    | RICHARD J. ALARIO | | | Chairman of the Board, Kirby Chairman of the Board, DNOW Inc. Retired Chairman of the Board and CEO, Key Energy Services Age: 70 Independent Director since 2011 Committees: • ESG and Nominating • 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, Member 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, Commercial and Industrial, Public Policy, Science, Engineering, Machine Learning, Artificial Intelligence and Finance. |

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

    | KIRBY | 2025 PROXY STATEMENT | 19 |

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

    | DAVID W. GRZEBINSKI | | | Chief Executive Officer, Kirby Corporation Age: 63 Director since 2014 Committees: • None | Experience • Chief Executive Officer (April 2024 - Present); President and Chief Executive Officer (April 2014 - April 2024); 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 • UK Protection & Indemnity Association, Director • Blue-Sky Maritime Coalition, 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, Commercial and Industrial, 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. |

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

    | 20 | KIRBY | 2025 PROXY STATEMENT |

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

    | RICHARD R. STEWART | | | Retired President and CEO, GE Aero Energy Age: 75 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 including in Commercial and Industrial 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. |

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

    | KIRBY | 2025 PROXY STATEMENT | 21 |

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

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

  20. Continuing 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: 69 Independent Director since 2019 Committees: • Audit • ESG and Nominating | Experience • Founder, Chairman, and Chief Executive Officer of SBCC Group, ‘Strategy Building and Crisis Control’, an e-family office (present) • Previously, Chief Executive Officer, Tribeca Global Management, a subsidiary of Citigroup, and Managing Director and Head of the Strategic Quantitative Investment Division, Caxton Associates; and President and Co-Founder of 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 UBS) 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 and previously a member of the Mathematical Finance Advisory Board at New York University • Holds a certificates in Cybersecurity Oversight from Carnegie Mellon University Software Engineering Institute, Gaming Cyber and Information Operations from MORS (Military Operations Research Society), and Machine Learning in Business from the Massachusetts Institute of Technology 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, Member of the Technology & Risk Committee and member of the Portfolio Committee (2011-present) • Formerly, Advisory Board of the Columbia University Financial Engineering Program, and a trustee at the 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, Climate and Sustainability, and Machine Learning and Artificial Intelligence, 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. |

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

    | 22 | KIRBY | 2025 PROXY STATEMENT |

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

    | BARRY E. DAVIS | | | Chairman, Pattern Energy Group LP Retired Chairman and CEO, EnLink Midstream Age: 63 Independent Director since 2015 Committees: • Compensation, Chair • Audit | Experience • Pattern Energy Group LP, Chairman; Chair of the Nominating, Governance & Compensation Committee, (2024 – present) • 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 • 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, Information Technology/Cybersecurity, and Finance. |

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

    | KIRBY | 2025 PROXY STATEMENT | 23 |

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

    | SUSAN W. DIO | | | Retired Chairman and President, BP America Age: 64 Independent Director since 2023 Committees: • Audit | 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, and 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. |

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

    | 24 | KIRBY | 2025 PROXY STATEMENT |

  26. Board Leadership Structure

    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.

  27. Board Leadership Structure

    | KIRBY | 2025 PROXY STATEMENT | 25 |

  28. Board Leadership Structure

    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.

  29. 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 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.

  30. Director Compensation

    | 28 | KIRBY | 2025 PROXY STATEMENT |

  31. Director Compensation

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

  32. Nonemployee Director Compensation for 2024

    Nonemployee Director Compensation for 2024

  33. Nonemployee Director Compensation for 2024

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1)(2) | OPTION AWARDS(1)(2) | TOTAL | | Anne-Marie N. Ainsworth | $105,000 | $201,062 | $— | $306,062 | | Richard J. Alario | 217,500 | 201,062 | — | 418,562 | | Tanya S. Beder | 97,500 | 201,062 | — | 298,562 | | Barry E. Davis | 93,750 | 201,062 | — | 294,812 | | Susan W. Dio | 88,125 | 201,062 | — | 289,187 | | Joseph H. Pyne(3) | 56,250 | — | — | 56,250 | | Richard R. Stewart | 110,000 | 201,062 | — | 311,062 | | William M. Waterman | 78,750 | 201,062 | — | 279,812 | | Shawn D. Williams | 97,500 | 201,062 | — | 298,562 |

  34. Nonemployee Director Compensation for 2024

    | (1) The amounts included in the “Stock Awards” and “Option Awards” columns represent the grant date fair value related to restricted stock and option 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, 2024. |

  35. Nonemployee Director Compensation for 2024

    | (2) Mss. Ainsworth, Beder and Dio and Messrs. Alario, Davis, Stewart, Waterman, and Williams were each granted 1,828 shares of restricted stock on April 29, 2024 at a value of $109.99 per share. In 2024, none of the directors elected to receive the annual director fee in the form of restricted stock or stock options. |

  36. Nonemployee Director Compensation for 2024

    | (3) Mr. Pyne also received $11,130 in payments for office rent and administrative support, pursuant to his agreement effective on April 30, 2018 upon his retirement from the Company as an employee. Mr. Pyne retired from the Board on April 26, 2024. |

  37. Nonemployee Director Compensation for 2024

    | (4) Mr. Rocky B. Dewbre concluded his board service on April 26, 2024. He elected to take his annual director fee for the April 2023-2024 service period in the form of stock options and was granted 3,100 shares on May 1, 2023 at an exercise price of $72.65 per share. As his compensation for the period was in the form of stock options, there is no compensation for 2024 to be reflected in the table above. |

  38. Compensation Objectives

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

  39. Key Company Performance Achievements

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

  40. What Pay Actions Did We Take in 2024?

    | • | 2024 annual incentive earned above target: strong financial and operational performance resulted in a Corporate performance factor of 148.0% of target under the Annual Incentive Program; |

  41. What Pay Actions Did We Take in 2024?

    | • | Long-term Performance payout for 2022 – 2024 earned above target: long-term performance awards for the 2022 – 2024 period paid out at 137.6% of target for Mr. Grzebinski and Mr. Kumar and 138.5% of target for Mr. O’Neil, reflecting above-target performance on cumulative adjusted EBITDA and Return on Total Capital performance. Our other NEOs were not eligible for long-term performance awards at the beginning of the 2022 – 2024 performance period; |

  42. What Pay Actions Did We Take in 2024?

    | • | Increased Weight on Performance-based Long-term Incentives: the weighting on performance-based awards was increased from 40% to 50% of total long-term incentive value for our CEO, President & COO(1), and EVP & CFO; and |

  43. What Pay Actions Did We Take in 2024?

    | • | Expanded Participation in Performance-based Long-term Incentives (new for 2025): our Committee approved expanding participation in performance-based long-term incentives beginning in 2025, with all executives at the EVP level and all of our NEOs receiving 50% of their LTI value in performance-based cash awards. |

  44. Chief Executive Officer Compensation

    | • | Target Bonus Opportunity: His target bonus remained constant at 115% of base salary |

  45. Chief Executive Officer Compensation

    | • | Long-term Incentive Grant: His long-term incentive value was increased by 5.1%, with 50% of his 2024 award in the form of long-term performance-based compensation (as compared to 40% of his award in 2023) |

  46. 2024 Say on Pay Vote

    | • | Performance measure selection: most stockholders were supportive of the performance metrics in our short-term and long-term incentive programs, including the use of Return on Total Capital (“ROTC”) as both a short-term and long-term performance measure; |

  47. 2024 Say on Pay Vote

    | • | Long-term incentive vesting: most stockholders expressed appreciation for the five-year vesting on our time-based RSU awards, noting that five years is a longer vesting period than they typically see; and |

  48. 2024 Say on Pay Vote

    | • | Increased weight on performance-based LTI: stockholders were generally supportive of the increased weight on performance-based LTI for our CEO, President & COO and EVP & CFO for 2024. |

  49. 2024 Say on Pay Vote

    | • | Increased participation in performance-based LTI awards: beginning in 2025, all Company executives at the EVP level and above, as well as all NEOs, will receive 50% of their LTI value in the form of performance-based LTI. The pool of executives receiving performance-based LTI awards was expanded to include key executives; and |

  50. 2024 Say on Pay Vote

    | • | Expanded disclosure of annual incentive compensation: most stockholders were supportive of greater transparency regarding the determination of incentive plan payouts; we have expanded our disclosure of performance goals and achievement levels in this year’s proxy. |

  51. General

    | Element | Commentary | | Base salary | Set at competitive levels through market surveys of positions of comparable levels, scope and complexity, relative to our peers and broader market to help promote attraction and retention | | Annual incentive bonus | Annual variable cash award, with payouts based upon pre-determined financial and operational performance goals | | Long-term incentives | Provided in a combination of time-based stock vesting over five years and performance-based cash vesting over three years, promoting long-term ownership and alignment with our stockholders |

  52. Benchmarking: Use of Peer Group Data

    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.

  53. Benchmarking: Use of Peer Group Data

    | Chart Industries, Inc. | Matson, Inc. | Ryder System, Inc. | | DNOW, Inc. | MRC Global, Inc. | Schneider National, Inc. | | Forward Air Corporation | NOV, Inc. | TechnipFMC plc | | GATX Corporation | NuStar Energy L.P. | Tidewater Inc. | | Genesis Energy, L.P. | Oceaneering International, Inc. | Werner Enterprises, Inc. | | Hub Group, Inc. | Old Dominion Freight Line, Inc. | XPO, Inc. | | Knight-Swift Transportation Holdings, Inc. | | |

  54. Benchmarking: Use of Peer Group Data

    | KIRBY | 2025 PROXY STATEMENT | 37 |

  55. Benchmarking: Use of Peer Group Data

    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:

  56. Benchmarking: Use of Peer Group Data

    | Revenues | Assets | Enterprise Value | | 45th percentile | 57th percentile | 60th percentile |

  57. Annual Incentive Bonus

    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.

  58. 2024 Target Bonus Opportunities (as a percent of salary)

    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.

  59. 2024 Target Bonus Opportunities (as a percent of salary)

    | EXECUTIVE | 2024 TARGET BONUS OPPORTUNITY (% OF SALARY) | | David W. Grzebinski | 115% | | Raj Kumar | 70% | | Christian G. O’Neil | 100% | | Amy D. Husted | 70% | | Scott P. Miller | 70% |

  60. Financial Performance (80% weight)

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | WEIGHTED PAYOUT | | Adjusted EBITDA (50%) | $533.4M | $666.7M | $800.0M | $708.3M | 131.2% | 65.6% | | Adjusted EPS (37.5%) | $3.86 | $4.82 | $5.78 | $5.46 | 166.7% | 62.5% | | Return on Capital (12.5%) | 7.9% | 9.9% | 11.9% | 10.9% | 152.4% | 19.1% | | Weighted Average Payout (Financial Performance) | | | | | | 147.2% |

  61. Payout Calculation

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

  62. Payout Calculation

    | FINANCIAL PERFORMANCE FACTOR | FINANCIAL PERFORMANCE WEIGHT | | OPERATING PERFORMANCE FACTOR | OPERATING PERFORMANCE WEIGHT | | WEIGHTED AVERAGE CORPORATE PERFORMANCE FACTOR | | 147.2%x | 80% | + | 151.1%x | 20% | = | 148.0% |

  63. Payout Calculation

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

  64. Payout Calculation

    | EXECUTIVE | ELIGIBLE EARNINGSX | TARGET BONUS PERCENTX | CORPORATE PAYOUT FACTOR | ACTUAL BONUS PAID | | David W. Grzebinski | $1,054,935 | 115% | 148.0% | $1,795,499 | | Raj Kumar | $567,630 | 70% | 148.0% | $588,065 | | Christian G. O’Neil | $660,516 | 100% | 148.0% | $977,564 | | Amy D. Husted | $479,531 | 70% | 148.0% | $496,794 | | Scott P. Miller | $434,626 | 70% | 148.0% | $450,273 |

  65. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive program is intended to align management with stockholder interests, to promote retention and long-term ownership, and to reward management for achievement of sustained multi-year financial performance that leads to growth in stockholder value. As with base salary and annual incentive opportunities, the starting point for long-term incentive grants is the middle range of our competitive market. Individual award levels also reflect considerations such as internal equity, company and individual performance, share availability and dilutive impact. For 2024, grants of 50% time-based RSUs and 50% long-term performance cash were awarded to Mr. Grzebinski, Mr. Kumar and Mr. O’Neil. Awards of 100% time-based RSUs were granted to Ms. Husted and Mr. Miller.

  66. Long-Term Incentive Compensation

    | 40 | KIRBY | 2025 PROXY STATEMENT |

  67. Long-Term Incentive Compensation

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

  68. Long-Term Incentive Compensation

    | EXECUTIVE | RSU AWARD VALUE | LONG-TERM PERFORMANCE AWARD (TARGET VALUE) | TOTAL | | David W. Grzebinski | $2,075,000 | $2,075,000 | $4,150,000 | | Raj Kumar | $550,000 | $550,000 | $1,100,000 | | Christian G. O’Neil | $1,050,000 | $1,050,000 | $2,100,000 | | Amy D. Husted | $800,000 | — | $800,000 | | Scott P. Miller | $600,000 | — | $600,000 |

  69. Long-Term Incentive Compensation

    In addition, on August 5, 2024, Ms. Husted received a one-time equity grant in the form of RSUs having a target value of $100,000 in connection with her promotion to Executive Vice President, General Counsel and Secretary as disclosed on the Company’s Current Report on Form 8-K filed August 1, 2024.

  70. Restricted Stock Unit Awards

    Restricted Stock Unit Awards The values shown above for our NEOs are “target” or grant-date values. Ultimate value of RSU awards depends upon our stock price performance between the grant date and vesting date. Awards vest over five years, with 20% vesting on or about the anniversary of the grant date, with a minimum vesting term of one year.

  71. Long-term Performance Awards

    Long-term Performance Awards Our long-term performance award values reflect a target opportunity that pays out at the end of three years based upon cumulative financial performance over a three-year performance period in terms of the following metrics:

  72. Long-term Performance Awards

    | • | EBITDA (50% weight) |

  73. Long-term Performance Awards

    | • | Return on Total Capital (50% weight) |

  74. Long-term Performance Awards

    Achievement is measured against quantitative goals that we do not forward-disclose. Forward disclosure would provide our competitors with potentially damaging insights to our long-term expectations and strategic planning. Details regarding goals and outcomes for the 2022 – 2024 performance period are discussed below. Because these awards are cash-denominated and performance is tied to financial performance metrics, the target value of 2024 awards are included in the Grants of Plan Based Awards Table but is not reported in the Summary Compensation Table as part of 2024 compensation. The values that appear in the Summary Compensation Table reflect payout from the long-term performance awards for the 2022 – 2024 performance period as discussed below.

  75. 2022 – 2024 Long-term Performance Payout

    2022 – 2024 Long-term Performance Payout The table below summarizes goals and actual achievement for the 2022-2024 long-term performance awards for Mr. Grzebinski and Mr. Kumar:

  76. Performance Factor

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | WEIGHTED PAYOUT | | Adjusted EBITDA (50%) | $1,241,222 | $1,551,527 | $2,016,985 | $1,676,183 | 126.8% | 63.4% | | Return on Total Capital (50%) | 5.7% | 7.1% | 9.3% | 8.2% | 148.4% | 74.2% | | Weighted Average Achievement(1) | | | | | | 137.6% |

  77. Payout Calculation

    Payout Calculation

  78. Payout Calculation

    | EXECUTIVE | 2022 TARGET AWARD VALUEX | WEIGHTED PAYOUT FACTOR | = | ACTUAL PAYOUT | | David W. Grzebinski | $1,500,000 | 137.6% | | $2,064,000 | | Raj Kumar | $320,000 | 137.6% | | $440,320 | | Christian G. O’Neil | $600,000 | 138.5% | | $831,000 |

  79. Payout Calculation

    The earned amounts for Mr. Grzebinski, Mr. Kumar and Mr. O’Neil are included in the Non-Equity Incentive Plan column of the Summary Compensation Table.

  80. Change of Control Payments

    Change of Control Payments The Company entered into change of control agreements with Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted. 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 Ms. Husted, 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 Ms. Husted. In the event of qualifying 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

  81. Change of Control Payments

    | 42 | KIRBY | 2025 PROXY STATEMENT |

  82. Change of Control Payments

    the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. A qualifying termination is a termination by the Company other for cause, death or disability or by the employee with “Good Reason.” “Good Reason” is defined in the change of control agreements as any one or more of the following without the individual’s written consent: (i) a material reduction in base annual salary; (ii) a material adverse change in authority, duties or responsibilities; (iii) a material breach by the Company of any material provision of the change of control agreement; or (iv) relocation of the primary work place by more than 30 miles, and the new location is farther from his or her primary residence. 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 long-term 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. Similar amendments were made to the Change in Control Agreements with Mr. Miller and Ms. Husted in 2025. 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.(1) 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 long-term performance awards upon a change in control of the Company.

  83. Retention Awards – Final Vesting in 2023

    Retention Awards – Final Vesting in 2023 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 RSUs for Mr. Grzebinski and 9,850 RSUs for Mr. O’Neil).

  84. 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 agreements for Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted.

  85. Role of the Compensation Committee

    | (1) 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, as Exhibits 10.4, 10.5, and 10.6 to the Company’s Quarterly Report on Form 10-Q filed May 8, 2023, and Exhibits 10.15, 10.19, and 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |

  86. Role of Compensation Consultant

    Role of Compensation Consultant For 2024, the Committee engaged Meridian to provide information for the Committee to consider in making compensation decisions. Meridian was engaged directly by the Committee to:

  87. Role of Compensation Consultant

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

  88. 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; |

  89. Role of Compensation Consultant

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

  90. Role of Compensation Consultant

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

  91. Role of Compensation Consultant

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

  92. Role of Compensation Consultant

    At the Committee’s request, Meridian addressed the six independence factors for compensation committee advisors that are identified in SEC regulations. 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 2024 for the Company or any of its affiliates other than for the Committee.

  93. Summary Compensation Table

    Summary Compensation Table

  94. 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 | 2024 | $1,054,935 | $2,075,154 | $— | $3,859,499 | $41,959 | $7,031,547 | | Chief Executive Officer | 2023 | 1,034,250 | 2,370,192 | — | 3,861,131 | 534,079 | 7,799,652 | | | 2022 | 1,009,625 | 2,250,259 | — | 2,453,709 | 530,326 | 6,243,919 | | Raj Kumar | 2024 | 567,630 | 550,303 | — | 1,028,385 | 21,980 | 2,168,298 | | Executive Vice President and Chief Financial Officer | 2023 | 543,250 | 540,254 | — | 655,594 | 55,022 | 1,794,120 | | | 2022 | 515,000 | 480,077 | — | 563,461 | 52,683 | 1,611,221 | | Christian G. O’Neil | 2024 | 660,516 | 1,049,932 | — | 1,808,564 | 37,835 | 3,556,847 | | President and Chief Operating Officer | 2023 | 615,573 | 960,050 | — | 1,429,598 | 203,005 | 3,208,226 | | | 2022 | 584,904 | 900,104 | — | 885,566 | 195,470 | 2,566,044 | | Amy D. Husted | 2024 | 479,531 | 900,367 | — | 496,794 | 23,674 | 1,900,366 | | Executive Vice President, General Counsel, and Secretary | 2023 | 458,934 | 800,282 | — | 553,842 | 51,938 | 1,864,996 | | | 2022 | 437,080 | 749,976 | — | 478,210 | 46,236 | 1,711,502 | | Scott P. Miller | 2024 | 434,626 | 600,140 | — | 450,273 | 11,044 | 1,496,083 | | Vice President and Chief Information Officer | 2023 | 391,387 | 600,122 | — | 472,326 | 31,927 | 1,495,762 | | | 2022 | 361,375 | 524,950 | — | 395,380 | 29,284 | 1,310,989 |

  95. 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, 2024. The actual number of RSUs granted in 2024 is shown in the “Grants of Plan Based Awards During 2024” table. |

  96. Summary Compensation Table

    | (2) Amounts include payments under the Company’s AIP and payments pursuant to long-term performance awards. Both the AIP and the long-term performance awards are described in more detail in the “Compensation Discussion and Analysis” on pages 32-44. |

  97. Summary Compensation Table

    | (3) Amounts for 2024 include 401(k) Plan match and group life insurance for Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted; an automobile allowance for Messrs. Grzebinski, Kumar and O’Neil and Ms. Husted; a cash service award for Ms. Husted; 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 2024. The Company’s contributions for 2024 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 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 41; an automobile allowance for Messrs. Grzebinski, Kumar and O’Neil and Ms. Husted; 401(k) Plan match and group life insurance for Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted; 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. For 2023, the Company’s contributions under the Profit Sharing Plan were $16,500 each to Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted. For 2023, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,341 to Mr. Grzebinski, $17,060 to Mr. Kumar, $22,846 to Mr. O’Neil, $10,315 to Ms. Husted, and $4,911 to Mr. Miller. For 2023, discretionary contributions under the 401(k) Plan were $4,102 to Mr. Grzebinski. 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 Ms. Husted; 401(k) plan match and group life insurance for Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted; 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 Ms. Husted. 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, $10,566 to Ms. Husted, and $4,510 to Mr. Miller. For 2022, discretionary contributions under the 401(k) Plan were $4,127 to Mr. Grzebinski and $2,500 to Mr. Kumar. |

  98. Summary Compensation Table

    | 46 | KIRBY | 2025 PROXY STATEMENT |

  99. Grants of Plan Based Awards During 2024

    Grants of Plan Based Awards During 2024

  100. Grants of Plan Based Awards During 2024

    | | | 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 | 01/29/24 | $415,000 | $2,075,000 | $4,150,000 | | | | | 02/02/24 | | | | 24,775 | $2,075,154 | | Raj Kumar | 01/29/24 | 110,000 | 550,000 | 1,100,000 | | | | | 02/02/24 | | | | 6,570 | 550,303 | | Christian G. O’Neil | 01/29/24 | 210,000 | 1,050,000 | 2,100,000 | | | | | 02/02/24 | | | | 12,535 | 1,049,932 | | Amy D. Husted | 02/02/24 | | | | 9,555 | 800,327 | | | 08/05/24 | | | | 930 | 100,040 | | Scott P. Miller | 02/02/24 | | | | 7,165 | 600,140 |

  101. Grants of Plan Based Awards During 2024

    | (1) Amounts shown represent long-term performance awards made to the three of the five named executive officers in 2024 for the 2024-2026 performance period under the Company’s long-term incentive compensation program. The performance awards are based on a three-year performance period beginning January 1, 2024. 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 2024, the first year of the performance period, the Company and its business groups achieved approximately 109% 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. |

  102. Grants of Plan Based Awards During 2024

    | (2) Represents the number of RSUs awarded in 2024 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 2, 2024, vest 20% on February 3rd of each year following the original grant date. The RSUs awarded to Ms. Husted on August 5, 2024 vest 20% on August 5th of each year following the original grant date. |

  103. Grants of Plan Based Awards During 2024

    | (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 $83.76 per share on February 2, 2024 and a fair value of $107.57 on August 5, 2024. |

  104. Grants of Plan Based Awards During 2024

    | KIRBY | 2025 PROXY STATEMENT | 47 |

  105. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  106. Outstanding Equity Awards at December 31, 2024

    | | | 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 | 02/01/19 | 29,451 | — | $73.93 | 02/01/26 | — | $— | | | 01/31/20 | 34,152 | — | 73.29 | 01/31/27 | 3,763 | 398,125 | | | 01/29/21 | — | — | — | — | 16,300 | 1,724,540 | | | 01/28/22 | — | — | — | — | 20,460 | 2,164,668 | | | 02/01/23 | — | — | — | — | 26,288 | 2,781,270 | | | 02/02/24 | — | — | — | — | 24,775 | 2,621,195 | | Raj Kumar | 01/28/22 | — | — | — | — | 4,365 | 461,817 | | | 02/01/23 | — | — | — | — | 5,992 | 633,954 | | | 02/02/24 | — | — | — | — | 6,570 | 695,106 | | Christian G. O’Neil | 01/31/20 | 11,145 | — | 73.29 | 01/31/27 | 1,228 | 129,922 | | | 01/29/21 | — | — | — | — | 5,320 | 562,856 | | | 01/28/22 | — | — | — | — | 8,184 | 865,867 | | | 02/01/23 | — | — | — | — | 10,648 | 1,126,558 | | | 02/02/24 | — | — | — | — | 12,535 | 1,326,203 | | Amy D. Husted | 02/01/19 | 10,413 | — | 73.93 | 02/01/26 | — | — | | | 01/31/20 | 8,667 | — | 73.29 | 01/31/27 | 1,433 | 151,611 | | | 01/29/21 | — | — | — | — | 5,516 | 583,593 | | | 01/28/22 | — | — | — | — | 6,819 | 721,450 | | | 02/01/23 | — | — | — | — | 8,876 | 939,081 | | | 02/02/24 | — | — | — | — | 9,555 | 1,010,919 | | | 08/05/24 | — | — | — | — | 930 | 98,394 | | Scott P. Miller | 01/31/20 | — | — | — | — | 1,044 | 110,455 | | | 01/29/21 | — | — | — | — | 4,020 | 425,316 | | | 01/28/22 | — | — | — | — | 4,773 | 504,983 | | | 02/01/23 | — | — | — | — | 6,656 | 704,205 | | | 02/02/24 | — | — | — | — | 7,165 | 758,057 |

  107. Outstanding Equity Awards at December 31, 2024

    | (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. |

  108. Outstanding Equity Awards at December 31, 2024

    | (2) RSUs vest 20% on January 24th of each year following the original grant dates, except for: RSUs awarded on January 28, 2022, February 1, 2023, and February 2, 2024 to Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted which vest 20% on February 3rd of each year following the original grant dates; and RSUs awarded to Ms. Husted on August 5, 2024 which vest 20% on August 5th each year following the original grant date. |

  109. Outstanding Equity Awards at December 31, 2024

    | (3) The market value of the RSUs that had not vested as of December 31, 2024 is calculated using the closing price of the Company’s common stock on December 31, 2024, which was $105.80 per share. |

  110. Outstanding Equity Awards at December 31, 2024

    | 48 | KIRBY | 2025 PROXY STATEMENT |

  111. Option Exercises and Restricted Stock Units Vested During 2024

    Option Exercises and Restricted Stock Units Vested During 2024

  112. Option Exercises and Restricted Stock Units Vested During 2024

    | | 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 | 26,358 | $1,185,151 | 53,502 | $4,232,244 | | Raj Kumar | — | — | 2,953 | 247,343 | | Christian G. O’Neil | 36,239 | 1,779,292 | 20,346 | 1,611,304 | | Amy D. Husted | 5,706 | 279,705 | 9,946 | 799,208 | | Scott P. Miller | 6,705 | 68,034 | 7,915 | 651,688 |

  113. Option Exercises and Restricted Stock Units Vested During 2024

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

  114. Nonqualified Deferred Compensation During 2024

    Nonqualified Deferred Compensation During 2024

  115. Nonqualified Deferred Compensation During 2024

    | 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 | $— | $122,504 | $1,078,939 | | Raj Kumar | — | 2,043 | 36,721 | | Christian G. O’Neil | — | 27,012 | 207,618 | | Amy D. Husted | — | 6,906 | 71,692 | | Scott P. Miller | — | 1,695 | 19,727 |

  116. Nonqualified Deferred Compensation During 2024

    | (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 $345,000 per annum for 2024). Contributions for 2024, which would otherwise be included in this column, have not been determined as of the date of this Proxy Statement. For 2023, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,341 to Mr. Grzebinski, $17,060 to Mr. Kumar, $22,846 to Mr. O’Neil, $10,315 to Ms. Husted, and $4,911 to Mr. Miller. |

  117. Nonqualified Deferred Compensation During 2024

    | (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. |

  118. Nonqualified Deferred Compensation During 2024

    | KIRBY | 2025 PROXY STATEMENT | 49 |

  119. Equity Compensation Plan Information as of December 31, 2024

    Equity Compensation Plan Information as of December 31, 2024

  120. Equity Compensation Plan Information as of December 31, 2024

    | 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 | 130,848 | $73.66 | 1,892,334 | | Equity compensation plans not approved by stockholders(1) | 8,480 | $79.67 | 354,736 | | Total | 139,328 | $74.02 | 2,247,070 |

  121. Equity Compensation Plan Information as of December 31, 2024

    | (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. |

  122. 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, 2024, 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, 2024. The Company entered into the previously described change of control agreements with Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted which provide for a payment in the event of qualifying 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. A qualifying termination is a termination by the Company other for cause, death or disability or by the employee with “Good Reason.” “Good Reason” is defined in the change of control agreements as any one or more of the following without the individual’s written consent: (i) a material reduction in base annual salary; (ii) a material adverse change in authority, duties or responsibilities; (iii) a material breach by the Company of any material provision of the change of control agreement; or (iv) relocation of the primary work place by more than 30 miles, and the new location is farther from his or her primary residence. 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 long-term 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. Similar amendments were made to the change of control agreements for Ms. Husted and Mr. Miller in 2025. 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.

  123. Potential Payments Upon Termination or Change in Control

    | 50 | KIRBY | 2025 PROXY STATEMENT |

  124. Potential Payments Upon Termination or Change in Control

    The Company is not aware of any arrangements that would result in a change in control of the Company at a subsequent date. 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. The value of the RSUs in the table below for each officer is based on the Company’s closing market price of $105.80 per share on December 31, 2024. 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, 2024:

  125. 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 | $3,216,104 | $2,473,926 | $16,500 | $56,341 | $52,130 | $9,689,798 | $4,250,875 | $19,755,674 | | Raj Kumar | 1,157,520 | 810,264 | 16,500 | 17,060 | 17,484 | 1,790,877 | 1,052,950 | 4,862,655 | | Christian G. O’Neil | 1,349,456 | 1,349,456 | 16,500 | 22,846 | 52,212 | 4,011,406 | 1,958,530 | 8,760,406 | | Amy D. Husted | 977,866 | 684,506 | 16,500 | 10,315 | 52,212 | 3,505,048 | — | 5,246,447 | | Scott P. Miller | 918,456 | 642,919 | 16,500 | 4,911 | 52,212 | 2,503,016 | — | 4,138,014 |

  126. Potential Payments Upon Termination or Change in Control

    | (1) Base salary at December 31, 2024 times 2.99 for Mr. Grzebinski and times 2.0 for Messrs. Kumar, O’Neil and Miller and Ms. Husted. |

  127. Potential Payments Upon Termination or Change in Control

    | (2) Applicable target annual bonus of 115% for Mr. Grzebinski, 100% for Mr. O’Neil and 70% for Messrs. Kumar and Miller and Ms. Husted, each times 2.0. |

  128. Potential Payments Upon Termination or Change in Control

    | (3) Reflects contributions for 2023 under the Profit Sharing Plan. |

  129. Potential Payments Upon Termination or Change in Control

    | (4) Reflects contributions for 2023 under the Deferred Compensation Plan for Key Employees. |

  130. Potential Payments Upon Termination or Change in Control

    | (5) Reflects the aggregate value of unvested RSUs (based on the closing stock price of $105.80 at December 31, 2024) that would have been converted to shares and have become fully vested: 91,586 RSUs for Mr. Grzebinski; 16,927 RSUs for Mr. Kumar; 37,915 RSUs for Mr. O’Neil; 33,129 RSUs for Ms. Husted; and 23,658 RSUs for Mr. Miller. |

  131. Potential Payments Upon Termination or Change in Control

    | (6) Reflects calculated payments for previously granted long-term 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, 2024. |

  132. Potential Payments Upon Termination or Change in Control

    | KIRBY | 2025 PROXY STATEMENT | 51 |

  133. CEO PAY RATIO

    CEO PAY RATIO As required by SEC regulation, we are providing the following information about the relationship of the ann u al total compensation of our median employee and the annual total compensation of our CEO. For 2024, our last completed fiscal year, the median of the annual total compensation of all employees of the Company and its KMT and KDS segments (other than our CEO and other than as explained below) was $94,651, and the annual total compensation of our CEO was $7,031,547. Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 74:1. To determine the median of the annual total compensation of all employees of the Company and its KMT and KDS segments (other than our CEO), we identified our total employee population as of December 31, 2024, which consisted of approximately 5,250 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 2024. “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 2024. 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.

  134. 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 2024, 2023, 2022, 2021 and 2020.

  135. 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) | | 2024 | $7,031,547 | $9,436,272 | $2,280,399 | $3,008,599 | $118.17 | $156.71 | $286,707 | $708,328 | | 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 | 6,887,444 | 1,833,167 | 2,183,344 | 66.37 | 155.22 | (246,771) | 306,116 | | 2020 | 4,278,144 | 1,175,077 | 1,402,759 | (70,165) | 57.89 | 116.52 | (271,592) | 359,629 |

  136. 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 2024, 2023, 2022, 2021 and 2020. Mr. Grzebinski served as CEO for each of the years presented. |

  137. 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. |

  138. PAY VERSUS PERFORMANCE

    | 54 | KIRBY | 2025 PROXY STATEMENT |

  139. 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: 2024 - $4,479,879, 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. |

  140. 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. For 2024, Messrs. Kumar, O’Neil and Miller and Ms. Husted are included as non-CEO NEOs. |

  141. 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: 2024 - $1,503,386, 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). |

  142. PAY VERSUS PERFORMANCE

    | (6) Reflects cumulative total stockholder return of the Dow Jones US Transportation Average index (“DJTA”), as of December 31, 2024. 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, 2024. 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 41% of its revenues in 2024 from its KDS 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. |

  143. 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. Adjusted EBITDA for 2024 excludes $56.3 million related to an impairment charge associated with conventional diesel fracturing equipment inventory. For 2024, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment charge was primarily due to the impact of a rapid paradigm shift in technology from conventional diesel-powered equipment to both dual-fuel and electric-powered hydraulic equipment as certain of the Company’s customers and other pressure pumpers disclosed in the fourth quarter of 2024 retirements and impairments of their conventional diesel hydraulic fracturing equipment. The Compensation Committee also determined that it was appropriate to exclude the 2024 one-time deferred tax credit that the Company received in connection with a change in Louisiana tax law. Please refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measures. |

  144. 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 202 4 , 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.

  145. PAY VERSUS PERFORMANCE

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

  146. PAY VERSUS PERFORMANCE

    | KIRBY | 2025 PROXY STATEMENT | 55 |

  147. PAY VERSUS PERFORMANCE

    The following charts reflect that the Compensation Actually Paid over the f ive -year period ended December 31, 202 4 aligns to trends in the Company’s TSR, net income (loss) and adjusted EBITDA results over the same period.

  148. PAY VERSUS PERFORMANCE

    | 56 | KIRBY | 2025 PROXY STATEMENT |

  149. 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 Non-CEO NEO s in 2021, 2022, 2023 and 2024 when compared to 2020. In 2020, the stock price was negatively impacted as business levels decreased due to the COVID-19 pandemic.

  150. PAY VERSUS PERFORMANCE

    | KIRBY | 2025 PROXY STATEMENT | 57 |