DEF 14A of Kirby Corp, Mar 6, 2026

DEF 14A of Kirby Corp

Filed Mar 6, 2026 · FY20250001193125-26-096979

Open on EDGAR

  1. TABLE OF CONTENTS

    | 44 | Compensation Committee Report | | 45 | Compensation Tables | | 45 | Summary Compensation Table | | 46 | Grants of Plan Based Awards | | 46 | Outstanding Equity Awards | | 47 | Option Exercises and Restricted Stock Units Vested | | 47 | Nonqualified Deferred Compensation | | 48 | Equity Compensation Plan Information | | 48 | Potential Payments upon Termination or Change in Control | | 50 | Voting Item 4: Employee Stock Plan | | 50 | Amendment of the 2005 Stock and Incentive Plan (Proposal 4) | | 58 | Voting Item 5: Nonemployee Director Stock Plan | | 58 | Amendment of the 2000 Nonemployee Director Stock Plan (Proposal 5) | | 64 | Beneficial Ownership of Common Stock | | 64 | Beneficial Ownership of Directors and Executive Officers | | 64 | Principal Stockholders | | 65 | Delinquent Section 16(a) Reports | | 65 | CEO Pay Ratio | | 66 | Pay versus Performance | | 69 | Other Business | | 69 | Stockholder Proposals for 2027 Annual Meeting | | 69 | Solicitation of Proxies | | 70 | Voting | | 71 | Appendix | | 71 | Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures Excluding One-Time Items | | 72 | Appendix B: Reconciliation of GAAP Net Earnings Attributable to Kirby to Non-GAAP EBITDA and Adjusted EBITDA | | A-1 | Exhibit A | | B-1 | Exhibit B |

  2. 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. Prior to February 16, 2026, the size of the Board was set at nine directors. On February 16, 2026, the Board of Directors expanded the size from nine to ten and elected Tracy A. Embree to fill the vacancy to serve as a Class I director until the Annual Meeting of Stockholders in 2026. The Board of Directors determined that Ms. Embree will serve as an independent director. The size of the Board will be reduced to nine directors once the 2026 Annual Meeting has concluded. Richard R. Stewart, whose term expires at the 2026 Annual Meeting and has served as a director since 2008, is not standing for reelection to the Board at the Annual Meeting. Mr. Stewart has served on the Board for 18 years and has been a valuable member of the Company’s Board. We greatly appreciate his many years of dedicated service and wish him well in his future endeavors. Three Class I directors are to be elected at the 2026 Annual Meeting to serve until the Annual Meeting of Stockholders in 2029. 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.

  3. ELECTION OF DIRECTORS

    | KIRBY | 2026 PROXY STATEMENT | 15 |

  4. 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.

  5. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

  6. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | 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: 71 Independent Director since 2011 Committees: • Compensation | Experience • Chairman of the Board (April 2021-present), Director (May 2014-present), of DNOW Inc. • Interim Chief Executive Officer (November 2019-June 2020); Interim Executive Vice Chairman (June 2020-October 2020), of 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), after OSCA, Inc. was acquired by BJ Services in 2002 • Served for over 21 years in various capacities with OSCA, Inc. an oilfield service company, most recently having served as its Executive Vice President Education • BA, Louisiana State University Other Boards/Organizations • DNOW Inc., Chairman of the Board and Member of its Compensation 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. In addition, Mr. Alario's 15-year history with Kirby and his prior leadership experience across marine, onshore, and offshore operations have provided him with a broad understanding of the end markets served by the Company. This experience is valuable to the Board in its oversight of the Company’s marine transportation business and distribution and services businesses, which serves the oilfield, commercial and industrial customers • 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. |

  7. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | 16 | KIRBY | 2026 PROXY STATEMENT |

  8. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | TracY a. embree | | | Retired President, Otis Worldwide Corporation Age: 53 Independent Director since 2026 Committees: • None | Experience • President, Otis Americas, Otis Worldwide Corporation (2023-2025) • President, Distribution Business, Cummins (2019-2023) and President of Cummins Components Business (2015-2019) • Served for over 23 years at Cummins, Inc. in various leadership roles with oversight of global manufacturing, product development and manufacturing, and distribution Education • BS, Chemical Engineering, Massachusetts Institute of Technology • MBA, Harvard Business School Other Boards/Organizations • Lennox International, Inc. (2025-present), Independent Director, member of the Compensation Committee • KLA Corporation (2025-present), Independent Director, member of the Compensation Committee • Louisiana-Pacific Corporation (2016-2025), Independent Director, member of the Audit Committee Qualifications • Ms. Embree has over 23 years of experience in Power Generation, Commercial & Industrial serving as the President of Cummins Distribution Business and President of Cummins Components Business. At Cummins she served in various operations, product development, distribution, and manufacturing roles. As President of Otis Americas, she led new equipment and service businesses across North and South America, overseeing operations, sales, and service delivery. Ms. Embree has deep experience in industrial operations, strategic transformation and navigating complex manufacturing environments. That experience is valuable to the Board in its oversight of the Company’s transportation business and distribution and services business. • Her experience as an executive has provided Ms. Embree with expertise in Risk Management, Power Generation, Commercial & Industrial, Safety Policies and Programs, Finance, AI and Machine Learning, Science & Engineering, Public Policy and Sustainability & Climate. |

  9. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | KIRBY | 2026 PROXY STATEMENT | 17 |

  10. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | David W. Grzebinski | | | Chief Executive Officer, Kirby Corporation Age: 64 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 Kirby Corporation in 2010 • 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, Power Generation and Power Services, 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. |

  11. Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

    | 18 | KIRBY | 2026 PROXY STATEMENT |

  12. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  13. 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

  14. 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: 70 Independent Director since 2019 Committees: • Audit, Chair • 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 with deep 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, Artificial Intelligence, Information Technology/Cybersecurity, Oilfield Services, Climate and Sustainability, 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. |

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

    | KIRBY | 2026 PROXY STATEMENT | 19 |

  16. 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: 64 Independent Director since 2015 Committees: • Compensation, Chair • Audit | Experience • Pattern Energy Group LP, Chairman; Chair of the Nominating, Governance & Compensation Committee (2024 – present) • Endurance Investment Partners, Senior Advisor (2026 – 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 Commercial & Industrial, Risk Management, Environmental, Safety Policies and Programs, Energy Transition, Information Technology & Cybersecurity, and Finance. |

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

    | 20 | KIRBY | 2026 PROXY STATEMENT |

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

    | Susan W. Dio | | | Retired Chairman and President, BP America Age: 65 Independent Director since 2023 Committees: • Audit • ESG & Nominating Committee | 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) • Irving Oil Board, Independent Director (2021-present) • Methodist Hospital – The Woodlands, Trustee (2020-present) • Britannia Steam Ship Insurance Associations, Ltd., Independent Director (2018-2020) • Oil Companies International Marine Forum, Director and Vice-Chair (2018-2020) • International Tanker Owners Pollution Federation, Director and Advisory Committee Member (2015-2018) 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. |

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

    | KIRBY | 2026 PROXY STATEMENT | 21 |

  20. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

  21. Continuing 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: 69 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, with a strong focus on operational excellence. Ms. Ainsworth also has Academia experience gained through her years as an Adjunct Professor. |

  22. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    | 22 | KIRBY | 2026 PROXY STATEMENT |

  23. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    | William M. Waterman | | | Retired President and CEO, Penn Maritime Age: 72 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. |

  24. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    | KIRBY | 2026 PROXY STATEMENT | 23 |

  25. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    | Shawn D. Williams | | | Executive Chairman, Covia Holdings Age: 62 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 (December 2020-December 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. |

  26. Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

    | 24 | KIRBY | 2026 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 currently set at $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. 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. An amendment to the plan is the subject of Proposal 5. 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 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, 2025, 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.

  28. Director Compensation

    | 28 | KIRBY | 2026 PROXY STATEMENT |

  29. Director Compensation

    The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2025:

  30. Nonemployee Director Compensation for 2025

    Nonemployee Director Compensation for 2025

  31. Nonemployee Director Compensation for 2025

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1)(2) | OPTION AWARDS(1)(2) | TOTAL | | Anne-Marie N. Ainsworth | $110,000 | $201,011 | $— | $311,011 | | Richard J. Alario | 250,000 | 201,011 | — | 451,011 | | Tanya S. Beder | 105,000 | 201,011 | — | 306,011 | | Barry E. Davis | 115,000 | 201,011 | — | 316,011 | | Susan W. Dio | 94,375 | 201,011 | — | 295,386 | | Richard R. Stewart | 107,500 | 201,011 | — | 308,511 | | William M. Waterman | 100,000 | 201,011 | — | 301,011 | | Shawn D. Williams | 100,000 | 201,011 | — | 301,011 |

  32. Nonemployee Director Compensation for 2025

    (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, 2025. (2) Mss. Ainsworth, Beder and Dio and Messrs. Alario, Davis, Stewart, Waterman, and Williams were each granted 1,923 shares of restricted stock on May 5, 2025 at a value of $104.53 per share. In 2025, none of the directors elected to receive the annual director fee in the form of restricted stock or stock options.

  33. What Pay Actions Did We Take in 2025?

    What Pay Actions Did We Take in 2025? We made modest adjustments to target pay opportunities and increased the weight on performance-based long-term incentives for our NEOs: • Base salaries adjusted to keep pace with market: NEOs received increases of 3% intended to maintain competitive levels relative to market; • 2025 annual incentive earned above target: Strong financial and operational performance resulted in a Corporate performance factor of 112.1% of target under the AIP; • Long-term Performance payout for 2023 – 2025 earned above target: Long-term performance awards for the 2023 – 2025 period paid out at 122.9% of target for Mr. Grzebinski and Mr. Kumar and 125.1% of target for Mr. O’Neil¹, 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 2023 – 2025 performance period; and • Expanded Participation in Performance-based Long-term Incentives: The 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.

  34. Elements of Compensation

    | 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 |

  35. 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.

  36. 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.(1) | 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. | | |

  37. Benchmarking: Use of Peer Group Data

    (1) NuStar Energy L.P. was included in the 2025 peer group because it was used in the 2024 analysis that informed 2025 pay decisions. NuStar was acquired by Sunoco LP in May 2024 and has been removed from future peer groups. We 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 2025, when the Committee approved the peer group, Kirby’s financial size was generally within the middle range of peers:

  38. Benchmarking: Use of Peer Group Data

    | Revenues | Assets | Enterprise Value | | 44th percentile | 60th percentile | 61st percentile |

  39. Benchmarking: Use of Peer Group Data

    The percentiles above exclude NuStar Energy L.P. Chart Industries, Inc. and MRC Global Inc. are included for 2025 but will be dropped from the peer group in 2026 due to the acquisition of Chart Industries by Baker Hughes, Inc. and MRC Global’s merger with DNOW Inc.

  40. 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 2024 AIP, 2025 AIP financial metric targets were increased by 30% for EPS and 18% for EBITDA, reflecting the Company’s commitment to strong growing financial performance.

  41. Annual Incentive Bonus

    | KIRBY | 2026 PROXY STATEMENT | 37 |

  42. 2025 Target Bonus Opportunities (as a percent of salary)

    2025 Target Bonus Opportunities (as a percent of salary) Target opportunities for our NEOs were unchanged for 2025.

  43. 2025 Target Bonus Opportunities (as a percent of salary)

    | EXECUTIVE | 2025 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% |

  44. Plan Administration for 2025

    Plan Administration for 2025 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.

  45. Financial Performance (80% weight)

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | WEIGHTED PAYOUT | | Adjusted EBITDA (50%) | $627.8M | $784.7M | $941.6M | $781M | 98.8% | 49.4% | | Adjusted EPS (37.5%) | $5.02 | $6.27 | $7.53 | $6.33 | 104.3% | 39.1% | | Return on Capital (12.5%) | 9.5% | 11.9% | 14.2% | 11.8% | 97.9% | 12.3% | | Weighted Average Payout (Financial Performance) | | | | | | 100.8% |

  46. Payout Calculation

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

  47. Payout Calculation

    | FINANCIAL PERFORMANCE FACTOR | FINANCIAL PERFORMANCE WEIGHT | | OPERATING PERFORMANCE FACTOR | OPERATING PERFORMANCE WEIGHT | | WEIGHTED AVERAGE CORPORATE PERFORMANCE FACTOR | | 100.8%x | 80% | + | 157.3%x | 20% | = | 112.1% |

  48. Payout Calculation

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

  49. Payout Calculation

    | EXECUTIVE | ELIGIBLE EARNINGSX | TARGET BONUS PERCENTX | CORPORATE PAYOUT FACTOR | ACTUAL BONUS PAID | | David W. Grzebinski | $1,091,754 | 115% | 112.1% | $1,407,435 | | Raj Kumar | $587,442 | 70% | 112.1% | $460,965 | | Christian G. O’Neil | $684,849 | 100% | 112.1% | $767,716 | | Amy D. Husted | $496,267 | 70% | 112.1% | $389,421 | | Scott P. Miller | $466,116 | 70% | 112.1% | $365,762 |

  50. 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 2025, grants of 50% time-based RSUs and 50% long-term performance cash were awarded to all of our NEOs. The target values of the awards, broken down by component, were as follows:

  51. Long-Term Incentive Compensation

    | EXECUTIVE | RSU AWARD VALUE | LONG-TERM PERFORMANCE AWARD (TARGET VALUE) | TOTAL | | David W. Grzebinski | $2,250,000 | $2,250,000 | $4,500,000 | | Raj Kumar | $650,000 | $650,000 | $1,300,000 | | Christian G. O’Neil | $1,250,000 | $1,250,000 | $2,500,000 | | Amy D. Husted | $500,000 | $500,000 | $1,000,000 | | Scott P. Miller | $375,000 | $375,000 | $750,000 |

  52. 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.

  53. Restricted Stock Unit Awards

    | 40 | KIRBY | 2026 PROXY STATEMENT |

  54. 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: • EBITDA (50% weight) • Return on Total Capital (50% weight) 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 performance award paid to any participant exceed 200% of the target award for that participant. 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 2023 – 2025 performance period are discussed below. Because these awards are cash-denominated and performance is tied to financial performance metrics, the target value of 2025 awards are included in the Grants of Plan Based Awards Table but is not reported in the Summary Compensation Table as part of 2025 compensation. The values that appear in the Summary Compensation Table reflect payout from the long-term performance awards for the 2023 – 2025 performance period as discussed below.

  55. 2023 – 2025 Long-term Performance Payout

    2023 – 2025 Long-term Performance Payout The table below summarizes goals and actual achievement for the 2023-2025 long-term performance awards for Mr. Grzebinski and Mr. Kumar:

  56. Performance Factor

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | WEIGHTED PAYOUT | | Adjusted EBITDA (50%) | $1,557,590 | $1,946,987 | $2,531,083 | $2,046,665 | 117.1% | 58.6% | | Return on Total Capital (50%) | 7.6% | 9.5% | 12.4% | 10.4% | 128.6% | 64.3% | | Weighted Average Achievement(1) | | | | | | 122.9% |

  57. Payout Calculation

    Payout Calculation

  58. Payout Calculation

    | EXECUTIVE | 2023 TARGET AWARD VALUEX | WEIGHTED PAYOUT FACTOR | = | ACTUAL PAYOUT | | David W. Grzebinski | $1,580,000 | 122.9% | | $1,941,820 | | Raj Kumar | $360,000 | 122.9% | | $442,440 | | Christian G. O’Neil | $640,000 | 125.1% | | $800,640 |

  59. 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.

  60. Change of Control Agreements

    Change of Control Agreements The Company does not have any employment agreements with any of our NEOs. The Company has entered into change of control agreements with all of our NEOs. These agreements are aligned with competitive practice and are intended to ensure management stability in the context of any potential transaction. 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, in the event of a qualifying termination, each 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. 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 ("double trigger") 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. 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.

  61. Change of Control Agreements

    | 42 | KIRBY | 2026 PROXY STATEMENT |

  62. Role of Compensation Consultant

    Role of Compensation Consultant For 2025, the Committee engaged Meridian to provide information for the Committee to consider in making compensation decisions. Meridian was engaged directly by the Committee to: • review the peer group of comparable companies used for comparisons of Company performance and executive compensation; • perform a marketplace analysis of direct compensation for senior executive officers compared to the peer group of companies and published compensation surveys; • perform a marketplace analysis on Director compensation; • update the Committee on current trends in executive compensation; and • consult with the Committee concerning risks of the Company’s compensation policies and practices. 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 2025 for the Company or any of its affiliates other than for the Committee.

  63. 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.

  64. Summary Compensation Table

    Summary Compensation Table

  65. 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 | 2025 | $1,091,754 | $2,250,127 | $— | $3,349,255 | $43,998 | $6,735,134 | | Chief Executive Officer | 2024 | 1,054,935 | 2,075,154 | — | 3,859,499 | 119,981 | 7,109,569 | | | 2023 | 1,034,250 | 2,370,192 | — | 3,861,131 | 534,079 | 7,799,652 | | Raj Kumar | 2025 | 587,442 | 649,988 | — | 903,405 | 22,425 | 2,163,260 | | Executive Vice President | 2024 | 567,630 | 550,303 | — | 1,028,385 | 57,040 | 2,203,358 | | and Chief Financial Officer | 2023 | 543,250 | 540,254 | — | 655,594 | 55,022 | 1,794,120 | | Christian G. O’Neil | 2025 | 684,849 | 1,250,313 | — | 1,568,356 | 39,040 | 3,542,558 | | President and Chief | 2024 | 660,516 | 1,049,932 | — | 1,808,564 | 80,326 | 3,599,338 | | Operating Officer | 2023 | 615,573 | 960,050 | — | 1,429,598 | 203,005 | 3,208,226 | | Amy D. Husted | 2025 | 496,267 | 499,907 | — | 389,421 | 25,021 | 1,410,616 | | Executive Vice President, | 2024 | 479,531 | 900,367 | — | 496,794 | 52,103 | 1,928,795 | | General Counsel, and Secretary | 2023 | 458,934 | 800,282 | — | 553,842 | 51,938 | 1,864,996 | | Scott P. Miller | 2025 | 466,116 | 374,930 | — | 365,762 | 11,731 | 1,218,539 | | Vice President and Chief | 2024 | 434,626 | 600,140 | — | 450,273 | 35,464 | 1,520,503 | | Information Officer | 2023 | 391,387 | 600,122 | — | 472,326 | 31,927 | 1,495,762 |

  66. 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, 2025. The actual number of RSUs granted in 2025 is shown in the “Grants of Plan Based Awards During 2025” 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 32-49. Amounts for 2025 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 wellness credit for Messrs. Grzebinski, Kumar 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 $987 for Mr. O’Neil and $2,123 for Ms. Husted for 2025. The Company’s contributions for 2025 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 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. For 2024, the Company’s contributions under the Profit Sharing Plan were $17,250 each to Messrs. Grzebinski, Kumar, O’Neil and Miller and Ms. Husted. For 2024, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,795 to Mr. Grzebinski, $17,810 to Mr. Kumar, $25,241 to Mr. O’Neil, $10,762 to Ms. Husted, and $7,170 to Mr. Miller. For 2024, discretionary contributions under the 401(k) Plan were $3,977 to Mr. Grzebinski and $417 to Ms. Husted. 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 of the 2024 Proxy Statement; 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.

  67. Summary Compensation Table

    | 46 | KIRBY | 2026 PROXY STATEMENT |

  68. Grants of Plan Based Awards During 2025

    Grants of Plan Based Awards During 2025

  69. Grants of Plan Based Awards During 2025

    | | | 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 | 01/27/25 | $450,000 | $2,250,000 | $4,500,000 | | | | | 01/31/25 | | | | 20,615 | $2,250,127 | | Raj Kumar | 01/27/25 | 130,000 | 650,000 | 1,300,000 | | | | | 01/31/25 | | | | 5,955 | 649,988 | | Christian G. O’Neil | 01/27/25 | 250,000 | 1,250,000 | 2,500,000 | | | | | 01/31/25 | | | | 11,455 | 1,250,313 | | Amy D. Husted | 01/27/25 | 100,000 | 500,000 | 1,000,000 | | | | | 01/31/25 | | | | 4,580 | 499,907 | | Scott P. Miller | 01/27/25 | 75,000 | 375,000 | 750,000 | | | | | 01/31/25 | | | | 3,435 | 374,930 |

  70. Grants of Plan Based Awards During 2025

    (1) Amounts shown represent long-term performance awards made to the named executive officers in 2025 for the 2025-2027 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, 2025. 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 70% 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 70% is achieved, there is no payment. For 2025, the first year of the performance period, the Company and its business groups achieved approximately 99.5% 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. (2) Represents the number of RSUs awarded in 2025 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 January 31, 2025, vest 20% on February 3rd of each year following the original grant date. (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 $109.15 per share on January 31, 2025.

  71. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  72. Outstanding Equity Awards at December 31, 2025

    | | | 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 | 01/31/20 | 34,152 | — | $73.29 | 01/31/27 | — | $— | | | 01/29/21 | — | — | — | — | 8,150 | 897,967 | | | 01/28/22 | — | — | — | — | 13,640 | 1,502,855 | | | 02/01/23 | — | — | — | — | 19,716 | 2,172,309 | | | 02/02/24 | — | — | — | — | 19,820 | 2,183,768 | | | 01/31/25 | — | — | — | — | 20,615 | 2,271,361 | | Raj Kumar | 01/28/22 | — | — | — | — | 2,910 | 320,624 | | | 02/01/23 | — | — | — | — | 4,494 | 495,149 | | | 02/02/24 | — | — | — | — | 5,256 | 579,106 | | | 01/31/25 | — | — | — | — | 5,955 | 656,122 | | Christian G. O’Neil | 01/29/21 | — | — | — | — | 2,660 | 293,079 | | | 01/28/22 | — | — | — | — | 5,456 | 601,142 | | | 02/01/23 | — | — | — | — | 7,986 | 879,897 | | | 02/02/24 | — | — | — | — | 10,028 | 1,104,885 | | | 01/31/25 | — | — | — | — | 11,455 | 1,262,112 | | Amy D. Husted | 01/31/20 | 8,667 | — | 73.29 | 01/31/27 | — | — | | | 01/29/21 | — | — | — | — | 2,758 | 303,876 | | | 01/28/22 | — | — | — | — | 4,546 | 500,878 | | | 02/01/23 | — | — | — | — | 6,657 | 733,468 | | | 02/02/24 | — | — | — | — | 7,644 | 842,216 | | | 08/05/24 | — | — | — | — | 744 | 81,974 | | | 01/31/25 | — | — | — | — | 4,580 | 504,624 | | Scott P. Miller | 01/29/21 | — | — | — | — | 2,010 | 221,462 | | | 01/28/22 | — | — | — | — | 3,182 | 350,593 | | | 02/01/23 | — | — | — | — | 4,992 | 550,019 | | | 02/02/24 | — | — | — | — | 5,732 | 631,552 | | | 01/31/25 | — | — | — | — | 3,435 | 378,468 |

  73. Outstanding Equity Awards at December 31, 2025

    (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. (2) RSUs vest 20% on February 3rd of each year following the original grant dates, except for: RSUs awarded on January 29, 2021 to Messrs. Grzebinski, O’Neil and Miller and Ms. Husted which vest 20% on January 24th of each year following the original grant date; and RSUs awarded to Ms. Husted on August 5, 2024 which vest 20% on August 5th each year following the original grant date. The market value of the RSUs that had not vested as of December 31, 2025 is calculated using the closing price of the Company’s common stock on December 31, 2025, which was $110.18 per share.

  74. Outstanding Equity Awards at December 31, 2025

    | KIRBY | 2026 PROXY STATEMENT | 47 |

  75. Option Exercises and Restricted Stock Units Vested During 2025

    Option Exercises and Restricted Stock Units Vested During 2025

  76. Option Exercises and Restricted Stock Units Vested During 2025

    | | 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 | 29,451 | $985,978 | 30,260 | $3,265,287 | | Raj Kumar | — | — | 4,267 | 457,166 | | Christian G. O’Neil | 11,145 | 427,907 | 11,785 | 1,270,227 | | Amy D. Husted | 10,413 | 348,750 | 10,780 | 1,162,215 | | Scott P. Miller | — | — | 7,742 | 835,433 |

  77. Option Exercises and Restricted Stock Units Vested During 2025

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

  78. Nonqualified Deferred Compensation During 2025

    Nonqualified Deferred Compensation During 2025

  79. Nonqualified Deferred Compensation During 2025

    | 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 | $— | $279,847 | $1,415,581 | | Raj Kumar | — | 5,945 | 60,476 | | Christian G. O’Neil | — | 39,771 | 272,631 | | Amy D. Husted | — | 10,417 | 92,872 | | Scott P. Miller | — | 4,067 | 30,964 |

  80. Nonqualified Deferred Compensation During 2025

    (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 $350,000 per annum for 2025). Contributions for 2025, which would otherwise be included in this column, have not been determined as of the date of this Proxy Statement. For 2024, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $56,795 to Mr. Grzebinski, $17,810 to Mr. Kumar, $25,241 to Mr. O’Neil, $10,762 to Ms. Husted, and $7,170 to Mr. Miller. 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.

  81. Nonqualified Deferred Compensation During 2025

    | 48 | KIRBY | 2026 PROXY STATEMENT |

  82. Equity Compensation Plan Information as of December 31, 2025

    Equity Compensation Plan Information as of December 31, 2025

  83. Equity Compensation Plan Information as of December 31, 2025

    | 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 | 61,458 | $73.32 | 1,781,000 | | Equity compensation plans not approved by stockholders(1) | 8,480 | $79.67 | 339,352 | | Total | 69,938 | $74.09 | 2,120,352 |

  84. Equity Compensation Plan Information as of December 31, 2025

    (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” and Proposal 5. Subsequent increases in the number of shares that may be issued under that plan were approved by the stockholders in 2008, 2012, and 2021.

  85. 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, 2025, 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, 2025. See Proposal 4 for more information about the plan and provisions relating to change in control. 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. 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 $110.18 per share on December 31, 2025.

  86. Potential Payments Upon Termination or Change in Control

    | KIRBY | 2026 PROXY STATEMENT | 49 |

  87. Potential Payments Upon Termination or Change in Control

    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, 2025:

  88. Potential Payments Upon Termination or Change in Control

    | | LUMP SUM CASH PAYMENT | | | | | | | | | NAME | ANNUALIZED BASE SALARY TIMES APPLICABLE 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 | $3,312,588 | $2,548,145 | $17,250 | $56,795 | $52,130 | $9,028,259 | $4,469,375 | $19,484,542 | | Raj Kumar | 1,192,246 | 834,572 | 17,250 | 17,810 | 52,212 | 2,051,001 | 1,238,000 | 5,403,091 | | Christian G. O’Neil | 1,389,940 | 1,389,940 | 17,250 | 25,241 | 52,212 | 4,141,115 | 2,372,500 | 9,388,198 | | Amy D. Husted | 1,007,202 | 705,041 | 17,250 | 10,762 | 52,212 | 2,967,037 | 497,500 | 5,257,004 | | Scott P. Miller | 946,010 | 662,207 | 17,250 | 4,121 | 52,212 | 2,132,093 | 373,125 | 4,187,018 |

  89. Potential Payments Upon Termination or Change in Control

    (1) Base salary at December 31, 2025 times 2.99 for Mr. Grzebinski and times 2.0 for Messrs. Kumar, O’Neil and Miller and Ms. Husted. (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. (3) Reflects contributions for 2024 under the Profit Sharing Plan. (4) Reflects contributions for 2024 under the Deferred Compensation Plan for Key Employees. (5) Reflects the aggregate value of unvested RSUs (based on the closing stock price of $110.18 at December 31, 2025) that would have been converted to shares and have become fully vested: 81,941 RSUs for Mr. Grzebinski; 18,615 RSUs for Mr. Kumar; 37,585 RSUs for Mr. O’Neil; 26,929 RSUs for Ms. Husted; and 19,351 RSUs for Mr. Miller. 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, 2025.

  90. Potential Payments Upon Termination or Change in Control

    | 50 | KIRBY | 2026 PROXY STATEMENT |

  91. AMENDMENT OF THE 2005 STOCK AND INCENTIVE PLAN (PROPOSAL 4)

    AMENDMENT OF THE 2005 STOCK AND INCENTIVE PLAN (PROPOSAL 4) On January 27, 2026, the Board approved amendments to the Company’s 2005 Stock and Incentive Plan (as previously amended and restated, the “2005 Plan”) to: • Extend the term of the 2005 Plan from April 27, 2027 to April 27, 2036; • Increase the maximum amount of cash that may be payable pursuant to performance awards granted to a participant in a single calendar year from $5,000,000 to $10,000,000; • Provide for forfeiture or recovery of awards granted on or after January 27, 2026 if a) a participant is terminated for cause; or b) in the period up to a year after termination, the Company discovers facts that would have constituted cause for termination or the participant violates a restrictive covenant or obligations of noncompetition, nonsolicitation, confidentiality, or nondisparagement; and • Make certain other clarifying and administrative changes. The Board of Directors of the Company unanimously recommends that you vote “FOR” the proposed amendments to the 2005 Plan. If the proposed amendments to the 2005 Plan are not approved by the Company’s stockholders, the 2005 Plan will remain in effect in its current form, subject to amendment from time to time by the Board in respects that do not constitute material amendments that require stockholder approval.

  92. Discussion of the Proposed Amendments

    Discussion of the Proposed Amendments The 2005 Plan was originally approved by the stockholders of the Company on April 26, 2005. The increase in the number of shares that may be issued under the 2005 Plan to the current 6,400,000 shares was approved by the stockholders of the Company on April 27, 2021. In the period from December 31, 2020 through December 31, 2025, the assets of the Company have grown from $5.92 billion to $6.01 billion (a 1% increase), the revenues of the Company have grown from $2.17 billion to $3.36 billion (a 55% increase), and cash provided by operating activities has grown from $445 million to $670 million (a 51% increase). The Company’s long-term performance has been due in a large part to a highly qualified and loyal employee base. The Company’s future growth and performance will also depend to a significant extent on its ability to attract, retain and reward employees who contribute to the Company’s success. The Company believes that equity awards are an important component of its compensation program that are needed in order for the Company to be able to continue to attract and retain employees with the skills and experience required for the Company to continue to grow and build on its past success. Employees of the Company and its subsidiaries are eligible to receive awards under the 2005 Plan. The amounts of future awards that may be made to officers, including its named executive officers, of the Company under the 2005 Plan are not determinable at this time, since any such awards are made in the discretion of the Compensation Committee. Nonemployee directors are not eligible for awards under the 2005 Plan. As of March 2, 2026, 1,654,184 shares of common stock were available for future awards under the 2005 Plan. The total number of shares subject to awards made under the 2005 Plan was 167,290 in 2024, 131,240 in 2025 and 130,825 in 2026 to date. The Company’s burn rate under all of its stock plans, defined as the number of shares subject to grants made in a given year as a percentage of the weighted average shares outstanding during the year, was 0.98% for 2025, 1.10% for 2024 and 1.38% for 2023. The Company’s equity overhang, defined as (a) the sum of (i) the number of shares subject to outstanding unexercised options (ii) the number of unvested RSUs outstanding, and (iii) the number of shares remaining available for awards under the Company’s equity compensation plans (together “potential equity awards”) as a percentage of (b) outstanding shares plus potential equity awards, was 4.70% at the end of 2025, 4.82% at the end of 2024 and 5.26% at the end of 2023. As of March 2, 2026, the Company has 425,161 shares of outstanding unvested RSUs and 9,324 outstanding stock options under the 2005 Plan. The outstanding stock options have a weighted average exercise price of $73.29 per share and a weighted average remaining

  93. Discussion of the Proposed Amendments

    | NAME | RSUs | Amount of Performance Awards | | David W. Grzebinski, Chief Executive Officer | 20,615 | $3,349,255 | | Raj Kumar, Executive Vice President and Chief Financial Officer | 5,955 | 903,405 | | Christian G. O'Neil, President and Chief Operating Officer | 11,455 | 1,568,356 | | Amy D. Husted, Executive Vice President, General Counsel and Secretary | 4,580 | 389,421 | | Scott P. Miller, Vice President and Chief Information Officer | 3,435 | 365,762 | | All current executive officers as a group | 54,605 | 7,212,148 | | All current non-employee directors as a group | — | — | | All nominees for election as a director | — | — | | All employees (other than executive officers) as a group | 76,635 | 28,597,449 |

  94. Discussion of the Proposed Amendments

    The highest payment made to date to any participant in one year under the 2005 Plan was a payment of $3,861,131 to Mr. Grzebinski based on the Company’s performance during 2023 and for the period 2021 through 2023. The amendment increases from $5,000,000 to $10,000,000 the maximum amount of cash that may be payable pursuant to Performance Awards in any calendar year. The Board of Directors believes this change is appropriate as it provides flexibility in designing compensation packages with cash elements that are at risk. No Stock Options, Restricted Stock, Restricted Stock Units or share-based Performance Awards granted on or after April 27, 2021, may vest, in whole or in part, prior to the one-year anniversary of the date of grant of the relevant award (subject to limited exceptions). This is a limitation on the ability of the Committee to exercise its discretion to accelerate such Awards. Awards granted on or after April 27, 2021 under the 2005 Plan are subject to the Company’s clawback policy. The amendment further provides that Awards are subject to forfeiture or recovery if 1) a participant is terminated for cause or 2) in the period up to a year after termination of employment, the Company discovers facts that would have constituted cause for termination or the participant violates a restrictive covenant or obligation such as noncompetition, nonsolicitation, confidentiality or nondisparagement. The Board of Directors believes these changes are appropriate in that they provide further opportunity to recover Awards from participants who have breached their obligations to the Company. Finally, the amendment makes certain other clarifying and administrative changes.

  95. Purpose

    Purpose The purpose of the 2005 Plan is to advance the interests of the Company by providing an additional incentive to attract and retain qualified and competent employees for the Company and its subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the award of options to purchase shares of common stock, shares of restricted stock, restricted stock units and performance awards.

  96. Types of Awards

    Types of Awards The 2005 Plan authorizes the granting of incentive stock options (“Incentive Options”) and nonincentive stock options (“Nonincentive Options”) to purchase common stock of the Company to employees of the Company. Incentive Options are intended to qualify for special tax treatment under Section 422 of the Internal Revenue Code. Nonincentive Options do not qualify for such treatment. Unless the context otherwise requires, the term “Options” includes both Incentive Options and Nonincentive Options.

  97. Types of Awards

    The 2005 Plan also authorizes awards of restricted stock (“Restricted Stock”). The vesting and number of shares of a Restricted Stock award may be conditioned upon one or a combination of: • the completion of a specified period of service with the Company; • the attainment of goals related to the performance of the Company or a subsidiary, division, department or unit of the Company; • the performance of the Company’s common stock; or • the performance of the recipient of the Restricted Stock award. The Compensation Committee of the Board determines whether a recipient of Restricted Stock will have the right to vote or receive dividends before the Restricted Stock has vested. The 2005 Plan also authorizes awards of RSUs representing a promise by the Company to deliver shares (or cash equal to the value of the shares) to a participant in the future, subject to satisfaction of applicable vesting conditions. The vesting and number of shares of an RSU award may be conditioned upon one or a combination of: • the completion of a specified period of service with the Company; • the attainment of goals related to the performance of the Company or a subsidiary, division, department or unit of the Company; • the performance of the Company’s common stock; or • the performance of the recipient of the RSU. Dividends on shares underlying unvested RSUs held by a participant shall not be paid to the participant, but the value thereof shall be credited by the Company for the benefit of the participant until such time such RSUs are vested. Interest shall not be paid on any such credits for dividends made by the Company for the benefit of a participant. Recipients of an RSU award shall not have any voting rights. The 2005 Plan also authorizes awards intended to be “performance-based compensation” which are payable in stock, cash or a combination of stock and cash (“Performance Awards”). The amount of any Performance Awards granted will be determined upon the achievement of performance objectives. The Compensation Committee establishes the performance objectives, the length of the performance period and the form and time of payment of the award.

  98. One-Year Minimum Vesting

    One-Year Minimum Vesting Notwithstanding anything in the 2005 Plan to the contrary, no Options, Restricted Stock, Restricted Stock Units or share-based Performance Awards granted on or after April 27, 2021, may vest, in whole or in part, prior to the one-year anniversary of the date of grant of the relevant award, and the Committee may not exercise its discretion under the 2005 Plan to accelerate vesting of such award such that it would vest prior to the one-year anniversary of the date of grant except in connection with the death or Disability of a participant or a Change in Control.

  99. Price of Restricted Stock or RSUs

    Price of Restricted Stock or RSUs The price, if any, to be paid by a recipient for Restricted Stock or RSUs awarded under the 2005 Plan shall be determined by the Compensation Committee.

  100. Restrictions on Transfer of Restricted Stock

    Restrictions on Transfer of Restricted Stock A participant may not sell, transfer, assign or pledge shares of Restricted Stock until the shares have vested.

  101. Exercisability of Options

    Exercisability of Options In granting Options, the Compensation Committee, in its sole discretion, may determine the terms and conditions under which the Options shall be exercisable. The Compensation Committee also has the right, exercisable in its sole discretion, to accelerate the date on which all or any portion of an Option may be exercised or otherwise waive or amend any conditions in respect of all or a portion of the Options held by an optionee. In the event of a Change in Control (as defined in the 2005 Plan), all Options outstanding at the time of the Change in Control will become immediately exercisable unless otherwise provided in the option agreement. In the event of a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, the Compensation Committee may provide for payment of cash or securities of the Company in satisfaction of the Options.

  102. Vesting of Restricted Stock

    Vesting of Restricted Stock In granting Restricted Stock awards, the Compensation Committee, in its sole discretion, may determine the terms and conditions under which the Restricted Stock awards shall vest. The Compensation Committee also has the right, exercisable in its sole discretion, to accelerate the date on which Restricted Stock may vest or otherwise waive or amend any conditions in respect of a grant of Restricted Stock. In the event of a Change in Control, all shares of Restricted Stock will vest unless the restricted stock agreement with the recipient specifies otherwise.

  103. Vesting of RSUs

    Vesting of RSUs In granting RSU awards, the Compensation Committee, in its sole discretion, may determine the terms and conditions under which the RSU awards shall vest. The Compensation Committee also has the right, exercisable in its sole discretion, to accelerate the date on which RSUs may vest or otherwise waive or amend any conditions in respect of a grant of RSUs. In the event of a Change in Control, all RSUs will vest unless the restricted stock agreement with the recipient specifies otherwise.

  104. Vesting of RSUs

    | 54 | KIRBY | 2026 PROXY STATEMENT |

  105. Vesting of RSUs

    Unless otherwise provided in the RSU award, if a participant retires as an employee of the Company with 80 or more retirement credits, unvested RSUs held by the participant shall continue to vest after retirement on the schedule specified in the RSU award. The number of retirement credits a participant has shall equal the sum of the participant’s age in whole years plus the participant’s whole years of employment with the Company, in both cases determined as of the date of retirement.

  106. Settlement of RSUs

    Settlement of RSUs On the date on which an RSU becomes vested in accordance with the terms of the 2005 Plan, the participant shall be entitled to receive one share or cash equal to the value of one share, which shall be delivered, transferred, or paid as soon as administratively practicable thereafter in exchange for such vested RSU, after which the participant shall have no further rights with respect to such RSU. The Company shall have the sole discretion to determine whether any settlement of an RSU will be effected in cash or shares. Notwithstanding any other provision of the 2005 Plan or any award, if the participant is a specified employee within the meaning of section 409A of the internal revenue code, and the Company determines that a payment hereunder is not permitted under Section 409A of the internal revenue code, no payments shall be made to the participant due to a separation from service for any reason before the date that is six months after the date on which the participant incurs a separation from service or, if earlier, the date of death of the participant.

  107. Expiration of Restricted Stock and RSU Awards

    Expiration of Restricted Stock and RSU Awards The requirements for vesting of Restricted Stock are determined by the Compensation Committee at the time of the grant. If an employee’s employment is terminated before all of the Restricted Stock or RSUs held by the employee have vested, the shares of Restricted Stock or RSUs that have not vested shall be forfeited and any purchase price paid by the employee for the forfeited shares shall be returned to the employee, except as provided for the continued vesting of RSUs for employees retiring from the Company with 80 or more retirement credits. If other conditions to the vesting of Restricted Stock or RSUs have not been satisfied prior to any deadline for the satisfaction of the conditions established by the Compensation Committee, the shares of Restricted Stock shall be forfeited and any purchase price paid by the employee shall be returned to the employee.

  108. Expiration of Restricted Stock and RSU Awards

    | KIRBY | 2026 PROXY STATEMENT | 55 |

  109. Restricted Stock

    Restricted Stock Unless a recipient who receives Restricted Stock makes an election under Section 83(b) of the Internal Revenue Code, the recipient generally is not required to recognize ordinary income on the award of the Restricted Stock. Instead, on the date the shares vest (i.e., become transferable and no longer subject to forfeiture), the recipient will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on such date over the amount, if any, paid for such shares. If a recipient makes a Section 83(b) election, the recipient will recognize ordinary income on the date the shares are awarded. The amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the recipient will not be required to recognize additional ordinary income when the shares vest. Any gain or loss recognized upon a subsequent disposition of the shares will be capital gain or loss. If, after making a Section 83(b) election, an employee forfeits any shares of Restricted Stock, the employee will realize a loss equal to the amount paid for the Restricted Stock, not the amount elected to be included as income at the time of grant. If, after making the election, an employee sells Restricted Stock, the employee will have a gain or loss equal to the difference between the total amount realized and the adjusted tax basis in the shares (the consideration paid for the shares, if any, plus the amount of ordinary income recognized as a result of the election).

  110. Restricted Stock Units

    Restricted Stock Units A recipient is not taxed upon the grant of an RSU. Upon the vesting and settlement of an RSU in shares of common stock, the recipient will recognize ordinary income equal to the fair market value of the shares received at the time of settlement. The recipient's basis in any shares received upon settlement of an RSU will equal the amount of ordinary income recognized, and upon any subsequent disposition of such shares, any gain or loss will be capital gain or loss, the character of which (long-term or short-term) will depend upon the holding period of the shares following settlement.

  111. Restricted Stock Units

    | KIRBY | 2026 PROXY STATEMENT | 57 |

  112. Tax Effect for the Company

    Tax Effect for the Company Generally, the Company is entitled to a tax deduction in connection with an Award under the 2005 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a Nonincentive Option), provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code imposes an annual deduction limitation of $1 million on the amount of compensation paid to certain of the Company’s top executive officers. Prior to the Tax Cut and Jobs Act of 2017 (the “Tax Act”), the deduction limit did not apply to “performance-based compensation” that complied with certain conditions imposed by Section 162(m) of the Code (as in effect prior to the Tax Act (“Prior 162(m)”). The Tax Act provides limited transition relief for “performance-based compensation” paid pursuant to certain grandfathered arrangements in effect as of November 2, 2017, provided the grandfathered arrangements are not materially modified. There are a number of outstanding Awards of options were granted under the 2005 Plan before November 2, 2017, that were intended, at the time of grant, to qualify as “performance-based compensation” under Prior Section 162(m) and nothing in the 2005 Plan is intended to modify in any material respect any of the terms of those options. While little guidance has been issued on the scope of the transition relief, its application is based on interpretation and no assurance can be given as to whether outstanding awards that are intended to qualify as “performance-based compensation” will be fully deductible by the Company. In any event, the Compensation Committee retains full discretion to grant non-deductible awards under the 2005 Plan or materially modify outstanding awards if, in its judgment, it is in the Company’s best interest to do so. Under Section 280G of the Internal Revenue Code, the accelerated vesting of benefits under any awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change of control, in excess of certain limits. If those limits are exceeded, a portion of the amounts payable to the participant may be subject to an additional 20% federal tax and may be nondeductible to the Company.

  113. AMENDMENT OF THE 2000 NONEMPLOYEE DIRECTOR STOCK PLAN (PROPOSAL 5)

    AMENDMENT OF THE 2000 NONEMPLOYEE DIRECTOR STOCK PLAN (PROPOSAL 5) On January 27, 2026, the Board approved, subject to stockholder approval, an amendment to the Company’s 2000 Nonemployee Director Stock Plan (as previously amended and restated, the “2000 Plan”) to: • Extend the term of the 2000 Plan from April 27, 2027 to April 27, 2036; • Increase the annual limit on awards under the 2000 Plan from $500,000 to $750,000, subject to limited exceptions; • Provide that options become exercisable 10 business days preceding a change in control, subject to the occurrence of such change in control, instead of upon the occurrence of the change in control; • Remove the limitation on the number of shares that may be issued in connection with discretionary grants to not exceed 10,000 in the aggregate; and • Make other clarifying and administrative changes. The Board of Directors of the Company unanimously recommends that you vote “FOR” the proposed amendment to the 2000 Plan. If the proposed amendment to the 2000 Plan is not approved by the Company’s stockholders, the 2000 Plan will remain in effect in its current form, subject to amendment from time to time by the Board in respects that do not constitute material amendments that require stockholder approval.

  114. Discussion of the Proposed Amendment

    Discussion of the Proposed Amendment The 2000 Plan currently provides for automatic grants to nonemployee directors of the Company based on a value of $167,500, as determined by the calculation described below, of Restricted Stock. The 2000 Plan also permits nonemployee directors to elect to receive options or restricted stock in lieu of all or part of the annual director fee, currently $85,000, otherwise payable in cash. The 2000 Plan is currently scheduled to expire on April 27, 2027. If the stockholders approve the proposed amendment, the term of the 2000 Plan will be extended to April 27, 2036. The purpose of the 2000 Plan is to compensate nonemployee directors fairly for the time and effort they devote to the Company’s business and thereby enable the Company to attract and retain qualified directors. Only nonemployee directors of the Company are eligible to participate in the 2000 Plan. There are currently nine nonemployee directors. After the completion of Mr. Stewart’s term as a director, there will be eight nonemployee directors. Since the inception of the 2000 Plan, options covering 854,108 shares of common stock and 378,924 shares of restricted stock have been granted to nonemployee directors. The amounts of future awards that may be made to nonemployee directors under the 2000 Plan will include the automatic grants described above and an undeterminable number of options or shares of restricted stock that will depend on the elections they make with respect to the current $85,000 annual director fee. As of March 2, 2026, 338,968 shares of common stock were available for future awards under the 2000 Plan. The total number of shares subject to awards made to eligible directors as a group under the 2000 Plan was 14,624 in 2024, 15,384 in 2025 and 384 in 2026 to date, and awards based on a value of $167,500, as determined by the calculation described below, will be made to each eligible director on the second business day after the Company’s first quarter earnings conference call. Giving effect to those awards, there will be a total of approximately 326,872 shares of common stock available for future awards under the 2000 Plan, calculated by using the closing price per share of $132.97 of the Company’s common stock on March 2, 2026 and assuming there are no other changes in available shares of common stock before those awards are made. The actual number of shares of the

  115. Discussion of the Proposed Amendment

    Company’s common stock associated with future awards are not determinable at this time because they are based upon the value of the Company’s common stock on the date of grant as well as whether an eligible director elects to receive all or part of the current $85,000 annual director fee in Options or Restricted Stock. The Company’s burn rate under all of its stock plans, defined as the number of shares subject to grants made in a given year as a percentage of the weighted average shares outstanding during the year, was 0.98% for 2025, 1.10% for 2024 and 1.38% for 2023. The Company’s equity overhang, defined as (a) the sum of (i) the number of shares subject to outstanding unexercised options (ii) the number of unvested RSUs outstanding, and (iii) the number of shares remaining available for awards under the Company’s equity compensation plans (together “potential equity awards”) as a percentage of (b) outstanding shares plus potential equity awards, was 4.70% at the end of 2025, 4.82% at the end of 2024 and 5.26% at the end of 2023. As of March 2, 2026, the Company has 384 shares of unvested restricted stock and no outstanding stock options under the 2000 Plan. Based upon this burn rate, the Board of Directors believes that amending the term of the 2000 Plan to extend to April 27, 2036 is reasonable and appropriate. There are no changes to the determinable benefits or amounts payable to nonemployee directors as a result of the amendment to the 2000 Plan. The amounts in the following table reflect the automatic grant to be made under the 2000 Plan for 2026 (as described above) and assume that each Class I nonemployee director nominated under Proposal 1 is elected and each current Class II or Class III nonemployee director continues to serve on the Board, that each such director serves for the full calendar year and no other directors are appointed to the Board in 2026. While other benefits or amounts in addition to the amounts shown in the table below may be payable under the 2000 Plan, they are either at the discretion of the Compensation Committee or are based on elections made by the nonemployee directors and are not determinable at this time. No persons other than nonemployee directors are eligible to participate in the 2000 Plan. Mr. Grzebinski is not a nonemployee director, so neither he nor any other executive officer will receive any benefits or amounts under the 2000 Plan.

  116. Discussion of the Proposed Amendment

    | NAME | Value of Restricted Stock(1) | | David W. Grzebinski, Chief Executive Officer | $— | | Raj Kumar, Executive Vice President and Chief Financial Officer | — | | Christian G. O'Neil, President and Chief Operating Officer | — | | Amy D. Husted, Executive Vice President, General Counsel and Secretary | — | | Scott P. Miller, Vice President and Chief Information Officer | — | | All current executive officers as a group | — | | All current non-employee directors as a group | 1,005,000 | | All nominees for election as a director | 376,875 | | All employees (other than executive officers) as a group | — |

  117. Purpose

    Purpose The purpose of the 2000 Plan is to advance the interests of the Company by providing an incentive to attract and retain qualified directors for the Company through the encouragement of stock ownership in the Company through the granting of stock options or restricted stock.

  118. Types of Awards

    Types of Awards The 2000 Plan authorizes the granting to eligible directors of nonincentive stock options (“Options”) to purchase common stock of the Company and shares of restricted stock (“Restricted Stock”), which is common stock of the Company that is subject to forfeiture until it becomes vested.

  119. Granting of Options

    Granting of Options The 2000 Plan permits eligible directors to elect to receive Options in lieu of all or part of the current $85,000 annual director fee otherwise payable in cash. Each eligible director who makes such an election shall automatically be granted an Option for a number of shares of the Company’s common stock equal to: • the amount of the fee the eligible director elects to receive in the form of an Option, divided by • the fair market value of a share of the Company’s common stock on the date of grant, multiplied by 3, with the result rounded to the nearest whole share of common stock. The 2000 Plan also currently provides for discretionary grants of up to an aggregate of 10,000 shares in the form of stock options or restricted stock, but if the amendment is approved, this limitation will be removed.

  120. Exercisability of Options

    Exercisability of Options Options granted to an eligible director in lieu of director fees otherwise payable in cash become exercisable on the last day of each calendar quarter after the date of grant (each, a “Payment Date”) in the number of shares equal to (a) the total number of shares subject to the Option divided by (b) the number of Payment Dates occurring after the date of grant and before the first anniversary of the most recent annual meeting of stockholders. In the event of a Change in Control (as defined in the 2000 Plan), all Options outstanding at the time of the Change in Control will become immediately exercisable. If the amendment is approved, such Options will become exercisable 10 business days preceding a Change in Control, subject to the occurrence of such Change in Control. In the event of a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, the Board of Directors or the Compensation Committee may provide for any or all of the following: • for Options to become immediately exercisable; • for exercisable Options to be cancelled immediately prior to the transaction; • for the assumption by the surviving entity of the 2000 Plan and the Options; or • for payment in cash or stock in lieu of and in complete satisfaction of Options.

  121. Granting of Restricted Stock

    Granting of Restricted Stock Under the 2000 Plan, nonemployee directors automatically receive Restricted Stock determined by a calculation based upon a value of $167,500. The Compensation Plan permits nonemployee directors to receive Restricted Stock in lieu of all or part of the current $85,000 annual director fee otherwise payable in cash. The number of shares of Restricted Stock included in the automatic annual grant and shares of Restricted stock in lieu of cash for the annual director fee, where applicable, is calculated as follows: • $167,500 and the amount of the fee the eligible director elects to receive in the form of Restricted Stock, if any, divided by • the fair market value of a share of the Company’s common stock on the date of grant, multiplied by • 1.2, with the result rounded to the nearest whole share of common stock.

  122. Restrictions on Transfer of Restricted Stock

    Restrictions on Transfer of Restricted Stock A participant may not sell, transfer, assign or pledge shares of Restricted Stock until the shares have vested. Stock certificates representing the Restricted Stock shall either be held by the Company or delivered to the participant bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested. At the time the Restricted Stock vests, a certificate for the vested shares will be delivered to the participant free of transfer restrictions.

  123. Restrictions on Transfer of Restricted Stock

    | 62 | KIRBY | 2026 PROXY STATEMENT |

  124. Vesting of Restricted Stock

    Vesting of Restricted Stock Restricted Stock granted to an eligible director after the first quarter conference call vests six months after the date of grant. The number of shares of Restricted Stock granted to an eligible director in lieu of director fees otherwise payable in cash that vest on each payment date is equal to (a) the number of shares granted divided by (b) the number of payment dates occurring after the date of grant and before the first anniversary of the most recent annual meeting of stockholders. In the event of a Change in Control, all shares of Restricted Stock will immediately vest. The Compensation Committee may in its discretion at any time accelerate vesting of Restricted Stock or otherwise waive or amend any conditions of a grant of Restricted Stock under the 2000 Plan.

  125. Stock Options

    Stock Options Under current tax laws, the grant of an Option will generally not be a taxable event to the director and the Company will not be entitled to a deduction with respect to the grant. Upon the exercise of an Option, a director will recognize ordinary income in the year of exercise equal to the excess of the then fair market value of the shares of common stock on the exercise date over the exercise price. The taxable income recognized upon exercise of an Option will be ordinary income to the director. When common stock received upon the exercise of an Option subsequently is sold or exchanged in a taxable transaction, the director generally will recognize capital gain (or loss) equal to the difference between the total amount realized and the adjusted tax basis in the shares (the exercise price plus the amount of ordinary income recognized in the year of exercise). The character of the gain or loss as long-term or short-term capital gain or loss will depend upon the holding period of the shares following exercise. Special tax rules apply when all or a portion of the exercise price of an Option is paid by the delivery of already owned shares. Unless a director who receives Restricted Stock makes an election under Section 83(b) of the Internal Revenue Code, the director generally is not required to recognize ordinary income on the award of the Restricted Stock. Instead, on the date shares of Restricted Stock vest (i.e., become transferable and no longer subject to forfeiture), the director will be required to recognize ordinary income in an amount equal to the fair market value of such shares. If a director makes a proper election under Section 83(b) of the Internal Revenue Code, the director will recognize ordinary income on the date of grant in an amount equal to the fair market value of the shares (determined without regard to the vesting) on the date of grant. In such case, the director will not be required to recognize additional ordinary income when the shares vest.

  126. Stock Options

    | KIRBY | 2026 PROXY STATEMENT | 63 |

  127. Stock Options

    Any gain or loss recognized upon a subsequent disposition of the shares will be capital gain or loss. If, after making a Section 83(b) election, a director forfeits any shares of Restricted Stock, the director will realize a loss equal to the amount paid for the Restricted Stock, not the amount elected to be included as income at the time of grant. If, after making the election, a director sells Restricted Stock, the director will have a gain or loss equal to the difference between the total amount realized and the adjusted tax basis in the shares (the consideration paid for the shares, if any, plus the amount of ordinary income recognized as a result of the election).

  128. 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 2025, 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 $101,978 and the annual total compensation of our CEO was $6,735,135. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 66:1. 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, 2025, which consisted of approximately 5,025 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 2025. “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 2025. 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.

  129. CEO PAY RATIO

    | 66 | KIRBY | 2026 PROXY STATEMENT |

  130. 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 2025, 2024, 2023, 2022 and 2021.

  131. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment as of January 1, 2021 Based On: | | | | | | | | Average | | | | (In thousands) | | | Year | Summary Compensation Table Total For CEO(1) | Compensation Actually Paid to CEO(2)(3) | 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) | | 2025 | $6,735,134 | $7,088,754 | $2,083,743 | $2,191,444 | $212.58 | $149.32 | $354,569 | $781,019 | | 2024 | 7,109,569 | 9,436,272 | 2,312,999 | 3,008,599 | 118.17 | 156.71 | 286,707 | 708,328 | | 2023 | 7,799,652 | 9,257,534 | 2,029,846 | 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 |

  132. 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 2025, 2024, 2023, 2022 and 2021. Mr. Grzebinski served as CEO for each of the years presented. (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. (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: 2025 - $2,603,747, 2024 - $4,479,879, 2023 - $3,905,017, 2022 - $2,773,165, and 2021 - $4,306,800. The equity award adjustments represent the year-over-year change in the fair value of equity awards to the Company’s CEO. (4) For 2021, Messrs. Kumar, O’Neil, William Harvey, and Joseph Reniers and Ms. Husted are included as non-CEO NEOs. For 2022, Messrs. Kumar and O’Neil and Mss. Husted and Kim 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 and 2025, Messrs. Kumar, O’Neil and Miller and Ms. Husted are included as non-CEO NEOs. (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: 2025 - $801,485, 2024 - $1,503,386, 2023 - $604,525, 2022 - $822,973, and 2021 - $1,332,309. 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). (6) Reflects cumulative total stockholder return of the Dow Jones US Transportation Average index (“DJTA”), as of December 31, 2025. 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, 2025. 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 42% of its revenues in 2025 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. 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. 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. For compensation payout purposes, no adjustments were made to return on total capital, EBITDA, or earnings per share for 2022, 2023, or 2025. Please refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measures.

  133. PAY VERSUS PERFORMANCE

    | KIRBY | 2026 PROXY STATEMENT | 67 |

  134. 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 2025, 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 32.

  135. Financial Performance Measures

    Financial Performance Measures EBITDA Return on Total Capital Earnings per Share The following charts reflect that the Compensation Actually Paid over the five-year period ended December 31, 2025 aligns to trends in the Company’s TSR, net income (loss) and adjusted EBITDA results over the same period.

  136. Financial Performance Measures

    | 68 | KIRBY | 2026 PROXY STATEMENT |

  137. Financial Performance Measures

    The decline in compensation actually paid in 2025 relative to 2024 is due to a smaller increase in the fair value of the Company’s stock during 2025 as compared to 2024, which resulted in reduced compensation recognized from previously granted but unvested RSUs under the compensation actually paid methodology.

  138. Financial Performance Measures

    | KIRBY | 2026 PROXY STATEMENT | 69 |

  139. 2005 STOCK AND INCENTIVE PLAN

    2005 STOCK AND INCENTIVE PLAN ARTICLE I GENERAL Section 1.1. Purpose. The purpose of this Plan is to advance the interests of Kirby Corporation, a Nevada corporation (the “Company”), by providing an additional incentive to attract and retain qualified and competent employees for the Company and its Subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the award of (i) Options to purchase shares of the Company’s common stock (which Options may be Incentive Stock Options or Nonincentive Stock Options); (ii) shares of Restricted Stock; (iii) Restricted Stock Units and (iv) Performance Awards. Section 1.2. Definitions. As used herein, the following terms shall have the meaning indicated: (a) "Award” means a grant under this Plan in the form of Options, Restricted Stock, Restricted Stock Units, Performance Awards or any combination of the foregoing. (b) "Board” means the Board of Directors of the Company. (c) "Cause” means, with respect to any Participant, such Participant’s: (i) conviction of, or plea of nolo contendere to, any felony or any crime or offense involving theft, fraud, embezzlement, moral turpitude or similar conduct; (ii) malfeasance in the performance of the Participant’s duties, which shall mean (A) intentional misuse or diversion of Company assets, (B) theft or embezzlement or (C) fraudulent or willful and material misrepresentations or omissions in any reports or information submitted to the Company or a Subsidiary or any government agency or regulatory authority; (iii) material failure to perform the duties of the Participant’s employment (other than as a result of the Participant’s Disability) or material failure to follow or comply with reasonable directives from any other employee of the Company who has direct or indirect supervisory authority over the Participant; (iv) material violation of the Company’s Business Ethics Guidelines or any other written policies of the Company applicable to the Participant; (v) material violation of any federal, state or local laws or regulations; or (vi) commission of a Restrictive Covenant Violation. (d) "Change in Control” means the occurrence of any of the following events: (i) Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of voting securities representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding voting securities; (ii) The Board ceases to consist of a majority of Continuing Directors, with the term “Continuing Director” meaning a Director who (A) is a Director on the Effective Date or (B) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors; (iii) (A) Any consolidation or merger of the Company or any Subsidiary that results in the holders of the Company’s voting securities immediately prior to the consolidation or merger having (directly or indirectly) less than a

  140. 2005 STOCK AND INCENTIVE PLAN

    | A - 2 | KIRBY | 2026 PROXY STATEMENT |

  141. 2005 STOCK AND INCENTIVE PLAN

    majority ownership interest in the outstanding voting securities of the surviving entity immediately after the consolidation or merger, (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or (C) the liquidation or dissolution of the Company; or (iv) The stockholders of the Company accept a share exchange, with the result that stockholders of the Company immediately before such share exchange do not own, immediately following such share exchange, at least a majority of the voting securities of the entity resulting from such share exchange in substantially the same proportion as their ownership of the voting securities outstanding immediately before such share exchange. For purposes of this definition, the term “voting securities” means equity securities, or securities that are convertible or exchangeable into equity securities, that have the right to vote generally in the election of Directors. (e) “Code” means the Internal Revenue Code of 1986, as amended. (f) “Committee” means the Compensation Committee, if any, appointed by the Board. (g) “Date of Grant” means the date on which the Committee takes formal action to grant an Award to an Eligible Person or such later date as may be specified by the Committee when approving the Award. (h) “Director” means a member of the Board. (i) “Disability” means mental or physical disability as determined by a medical doctor satisfactory to the Committee. (j) “Effective Date” has the meaning given in Section 6.16. (k) “Eligible Person” means an employee of the Company or a Subsidiary. (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. (m) “Existing Plan” means the 2005 Stock and Incentive Plan as approved by the stockholders of the Company on April 26, 2005 and as amended and restated through April 27, 2021. (n) “Fair Market Value” of a Share means the closing price on the New York Stock Exchange on the day of reference. If the Shares are not listed for trading on the New York Stock Exchange, the Fair Market Value on the date of reference shall be determined by any fair and reasonable means prescribed by the Committee. (o) “Good Reason” means, with respect to any Participant: (i) a material adverse change in the Participant’s duties and responsibilities at the Company or a Subsidiary or successor as in effect immediately prior to the Change in Control; (ii) a material reduction in the Participant’s base salary or bonus opportunity compared to the base salary and bonus opportunity in effect immediately prior to the Change in Control; or (iii) relocation of the Participant’s primary place of work by more than 35 miles from his or her primary place of work immediately prior to the Change in Control. (p) “Incentive Stock Option” means an option that is an incentive stock option as defined in Section 422 of the Code. (q) “Nonincentive Stock Option” means an option that is not an Incentive Stock Option. (r) “Option” means any option granted under this Plan. (s) “Optionee” means a person to whom a stock option is granted under this Plan or any successor to the rights of such person under this Plan by reason of the death of such person. (t) “Participant” means a person to whom an Award is granted under the Plan.

  142. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | A - 3 |

  143. 2005 STOCK AND INCENTIVE PLAN

    (u) “Performance Award” means an Award granted pursuant to Article V. (v) “Performance Objectives” means the objectives established by the Committee pursuant to Section 5.1(b). (w) “Performance Period” means the period over which the performance of a holder of a Performance Award is measured. (x) “Plan” means this Kirby Corporation 2005 Stock and Incentive Plan as amended and restated as of the Effective Date. (y) “Restricted Stock” means Shares granted under this Plan that are subject to restrictions imposed by the Committee pursuant to Article III. (z) “Restricted Stock Award” means an award of Restricted Stock under this Plan. (aa) “Restricted Stock Unit” means a restricted stock unit credited to a Participant’s ledger account maintained by the Company pursuant to Article IV. (bb) “Restricted Stock Unit Award” means an award of Restricted Stock Units under this Plan. (cc) “Restrictive Covenant Violation” means a Participant’s material breach of any covenant or obligation relating to noncompetition, nonsolicitation, confidentiality, or nondisparagement under any written agreement between the Participant and the Company or any of its affiliates or Subsidiaries. (dd) “Share” means a share of the common stock, par value ten cents ($0.10) per share, of the Company. (ee) “Subsidiary” means any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. Section 1.3. Total Shares and Limitations. (a) The maximum number of Shares that may be issued under the Plan shall be Six Million Four Hundred Thousand (6,400,000) Shares, which may be from Shares held in the Company’s treasury or from authorized and unissued Shares. If any Award granted under the Plan shall terminate, expire or be cancelled or surrendered as to any Shares, or the Award is paid in cash in lieu of Shares, the Shares that were subject to such Award shall not count against the above limit and shall again be available for grants under the Plan. Shares equal in number to the Shares withheld in payment of the option price of an Option and Shares that are withheld in order to satisfy federal, state or local tax liability, shall count against the above limit and shall cease to be available for grants under the Plan. (b) The maximum number of Shares with respect to which Incentive Stock Options may be granted to a Participant during a calendar year is 500,000. All shares reserved for issuance under the Plan may be issued pursuant to awards of Incentive Stock Options. (c) The maximum number of Shares with respect to which Options may be granted to a Participant during a calendar year is 500,000. (d) The maximum number of Shares that may be covered by Performance Awards granted to a Participant in any single calendar year shall be 400,000. (e) The maximum amount of cash that may be payable pursuant to Performance Awards granted to a Participant in any single calendar year shall be $10,000,000. Section 1.4. Awards Under the Plan. (a) Only Eligible Persons may receive awards under the Plan. Awards to Eligible Persons may be in the form of (i) Options; (ii) shares of Restricted Stock; (iii) Restricted Stock Units; (iv) Performance Awards; or (v) any combination of the foregoing. No Award shall confer on any person any right to continue as an employee of the Company or any Subsidiary.

  144. 2005 STOCK AND INCENTIVE PLAN

    | A - 4 | KIRBY | 2026 PROXY STATEMENT |

  145. 2005 STOCK AND INCENTIVE PLAN

    (b) Each Award may be evidenced by an agreement containing any terms deemed necessary or desirable by the Committee that are not inconsistent with the Plan or applicable law. ARTICLE II STOCK OPTIONS Section 2.1. Grant of Options. The Committee may from time to time grant Options to Eligible Persons. Options may be Incentive Stock Options or Nonincentive Stock Options as designated by the Committee on or before the Date of Grant. If no such designation is made by the Committee for an Option, the Option shall be a Nonincentive Stock Option. The aggregate Fair Market Value (determined as of the Date of Grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under the Plan and all such plans of the Company and any parent or Subsidiary of the Company (as defined in Section 424 of the Code) shall not exceed $100,000. Section 2.2. Exercise Price. The exercise price per Share for any Option shall be determined by the Committee, but shall not be less than the Fair Market Value on the Date of Grant and shall not be less than 110% of the Fair Market Value on the Date of Grant for any Incentive Stock Option if the Optionee is a person who owns directly or indirectly (within the meaning of Section 422(b)(6) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. Section 2.3. Term of Option. The term of an Option shall be determined by the Committee, provided that, in the case of an Incentive Stock Option, if the grant is to a person who owns directly or indirectly (within the meaning of Section 422(b)(6) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the term of the Option shall not exceed five years from the Date of Grant. Notwithstanding any other provision of this Plan, no Option shall be exercised after the expiration of its term. Section 2.4. Vesting. Options shall become exercisable (or “vest”) as provided in Section 2.6, if applicable, or otherwise at such times and subject to such terms and conditions as the Committee shall specify. The Committee shall have discretion at any time to accelerate such times and otherwise waive or amend any conditions in respect of all or any portion of any Options. Notwithstanding the other provisions of this Section 2.4 and unless otherwise provided in the Option Award, in the event that an Optionee’s employment is terminated without Cause by the Company, a Subsidiary or successor entity, or is terminated by the Optionee for Good Reason, in either case in connection with or within 18 months after a Change in Control, all Options held by the Optionee immediately prior to such termination shall become immediately exercisable. Section 2.5. Termination of Options. (a) Except as otherwise provided in the Plan or the Option Award, the portion of an Option that is exercisable shall automatically and without notice terminate upon the earliest to occur of the following: (i) thirty (30) days after the date on which the Optionee ceases to be an employee for any reason other than (x) death, (y) Disability or (z) termination for Cause; (ii) one (1) year after the date on which the Optionee ceases to be an employee as a result of a Disability; (iii) either (y) one (1) year after the death of the Optionee or (z) six (6) months after the death of the Optionee if the Optionee dies during the 30-day period described in Section 2.5(a)(i) or the one-year period described in Section 2.5(a)(ii); (iv) the date on which the Optionee ceases to be an employee as a result of a termination for Cause; and (v) the tenth anniversary of the Date of Grant of the Option. (b) Except as provided in Section 2.4 or Section 2.6, the portion of an Option that is not exercisable shall automatically and without notice terminate on the date on which the Optionee ceases to be an employee for any reason. (c) The Committee shall have discretion at any time to extend the term of any Nonincentive Stock Option to any date that is not later than the date described in Section 2.5(a)(v).

  146. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | A - 5 |

  147. 2005 STOCK AND INCENTIVE PLAN

    Section 2.6. Retirement Credits. Unless otherwise provided in an Option Award, if an Optionee retires as an employee of the Company or a Subsidiary with 80 or more Retirement Credits, unvested Options held by the Optionee that were granted after February 19, 2018 shall continue to vest after retirement on the schedule specified in the Option Award and all vested but unexercised Options held by the Optionee and all Options that vest after retirement pursuant to this Section 2.6 will terminate upon the earlier of (a) the expiration of the term specified in the Option Award or (b) the tenth anniversary of the Date of Grant; provided that, if the Optionee takes any action or engages in any activity that is detrimental to the Company, all vested but unexercised Options and all unvested Options held by the Optionee will automatically terminate and the Optionee shall cease to have any rights with respect to such Options. The number of Retirement Credits the Optionee has shall equal the sum of (i) the Optionee’s age in whole years plus (ii) the Optionee’s whole years of employment with the Company or a Subsidiary, in both cases determined as of the date of retirement. In the event of the death of the Optionee after retirement, any unvested portion of an Option that is subject to vesting pursuant to this Section 2.6 shall continue to vest on the schedule specified in the Option Award and will terminate upon the earlier of (x) the expiration of the term specified in the Option Award or (y) the tenth anniversary of the Date of Grant. Section 2.7. Exercise of Options. An Option may be exercised in whole or in part to the extent exercisable in accordance with the Plan. An Option shall be deemed exercised when (i) the Company has received written notice of such exercise signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, accompanied by proof, satisfactory to the Company, of the right of such person or persons to exercise the Option and (ii) full payment of the aggregate exercise price of the Shares as to which the Option is exercised has been made. Unless further limited by the Committee for any Option, the exercise price of any Shares purchased shall be paid solely in cash, by certified or cashier’s check, by money order, by personal check, by withholding Shares from an Award or with Shares owned by the Optionee for at least six months, or by a combination of the foregoing. If the exercise price is paid in whole or in part with Shares, the value of the Shares withheld shall be their Fair Market Value on the date received by the Company. An Optionee may elect to have Shares withheld to satisfy federal or state income tax withholding requirements applicable upon the exercise of an Option. Section 2.8. Restrictions on Exercise. (i) An Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the exercise of the Option, the Company may require the person exercising the Option to make any agreements and undertakings that may be required by any applicable law or regulation. (ii) Shares issued upon the exercise of an Option without registration of such Shares under the Securities Act of 1933, as amended (the “Act”), shall be restricted securities subject to the terms of Rule 144 under the Act. The certificates representing any such Shares shall bear an appropriate legend restricting transfer and the transfer agent of the Company shall be given stop transfer instructions with respect to such Shares. Section 2.9. Nontransferability of Option. An Option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution and so long as the Optionee lives, only the Optionee or the Optionee’s guardian or legal representative shall have the right to exercise the Option. The terms of an Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. Section 2.10. Corporate Transactions. (a) In the event of a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, the Board or the Committee may provide for payment in cash or in securities of the Company or the surviving entity in lieu of and in complete satisfaction of Options. (b) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under the Plan. (c) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

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    | A - 6 | KIRBY | 2026 PROXY STATEMENT |

  149. 2005 STOCK AND INCENTIVE PLAN

    Section 2.11. Option Repricing. Except as provided in Section 6.3, the Committee shall not modify an outstanding Option so as to specify a lower exercise price (and will not cancel an Option and substitute for it an Option with a lower exercise price), without the approval of the Company’s stockholders. In addition, except as provided in Section 6.3, the Committee may not cancel an outstanding Option whose exercise price is equal to or greater than the current Fair Market Value of a Share in exchange for cash or substitute for it another Award without the prior approval of the Company’s stockholders. Section 2.12. Issuance of Shares. No person shall be, or have any of the rights or privileges of, a stockholder of the Company with respect to any of the Shares subject to any Option (including, without limitation, the right to receive dividends and distributions on Shares subject to any Option) unless and until such Shares (whether represented by certificates or in book-entry or other electronic form) shall have been issued and delivered to such person. ARTICLE III RESTRICTED STOCK Section 3.1. Grant of Restricted Stock Awards. The Committee may from time to time grant Restricted Stock Awards to Eligible Persons. Section 3.2. Terms and Conditions of Restricted Stock Awards. Each Restricted Stock Award shall specify the number of shares of Restricted Stock awarded, the price, if any, to be paid by the Participant receiving the Restricted Stock Award, the date or dates on which the Restricted Stock will vest and any other terms and conditions that the Committee may determine. The vesting and number of shares of Restricted Stock may be conditioned upon the completion of a specified period of service with the Company or its Subsidiaries or upon the attainment of any performance goals established by the Committee, including without limitation goals related to the performance of the Company or any Subsidiary, division, department or other unit of the Company, the performance of the Company’s common stock or other securities, the performance of the recipient of the Restricted Stock Award or any combination of the foregoing. A Participant may elect to have Shares withheld from a Restricted Stock Award to satisfy federal or state income tax withholding requirements applicable upon the vesting of Restricted Stock. Section 3.3. Restrictions on Transfer. Unless otherwise provided in the grant relating to a Restricted Stock Award, the Restricted Stock granted to a Participant (whether represented by certificates or in book-entry or other electronic form) shall be registered in the Participant’s name or, at the option of the Committee, not issued until such time as the Restricted Stock shall become vested or as otherwise determined by the Committee. If certificates are issued prior to the shares of Restricted Stock becoming vested, such certificates shall either be held by the Company on behalf of the Participant, or delivered to the Participant bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested, as determined by the Committee. The Committee shall determine whether the Participant shall have the right to vote and/or receive dividends on the Restricted Stock before it has vested. Except as may otherwise be expressly permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned or pledged by the Participant until such share has vested in accordance with the terms of the Restricted Stock Award. Except as provided in Section 3.4 or unless the Restricted Stock Award specifies otherwise, in the event that a Participant ceases to be an employee before all the Participant’s Restricted Stock has vested, or in the event other conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the Award, the shares of Restricted Stock that have not vested shall be forfeited and any purchase price paid by the Participant for the forfeited Shares shall be returned to the Participant. At the time Restricted Stock vests (and, if the Participant has been issued legended certificates for Restricted Stock, upon the return of such certificates to the Company), such vested shares shall be issued to the Participant (or the beneficiary designated by the Participant in the event of death), in certificated or book entry or other electronic form, free of all restrictions. Section 3.4. Accelerated Vesting. Notwithstanding the vesting conditions set forth in a Restricted Stock Award, unless the Restricted Stock Award specifies otherwise: (a) the Committee may in its discretion at any time accelerate the vesting of Restricted Stock or otherwise waive or amend any conditions of a grant of a Restricted Stock Award, and (b) in the event that a Participant’s employment is terminated without Cause by the Company, a Subsidiary or successor, or is terminated by the Participant for Good Reason, in either case in connection with or within 18 months after a Change in Control, all shares of Restricted Stock held by the Participant immediately prior to such termination shall immediately become vested. Section 3.5. Section 83(b) Election. If a Participant receives Restricted Stock that is subject to a “substantial risk of forfeiture,” such Participant may elect under Section 83(b) of the Code to include in his or her gross income, for the taxable year in which the Restricted Stock is received, the excess of the Fair Market Value of such Restricted Stock on the Date of Grant (determined without regard to any restriction other than one which by its terms will never lapse), over the amount paid for the

  150. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | A - 7 |

  151. 2005 STOCK AND INCENTIVE PLAN

    Restricted Stock. If the Participant makes the Section 83(b) election, the Participant shall (a) make such election in a manner that is satisfactory to the Committee, (b) provide the Company with a copy of such election, (c) agree to notify the Company promptly if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election and (d) agree to such federal and state income tax withholding as the Committee may reasonably require in its sole discretion. ARTICLE IV RESTRICTED STOCK UNITS Section 4.1. Grant of Restricted Stock Unit Awards. The Committee may from time to time grant Restricted Stock Unit Awards to Eligible Persons. Section 4.2. Restricted Stock Units. A Restricted Stock Unit represents the Company’s unsecured and unfunded promise to deliver Shares (or cash equal to the Fair Market Value of the Shares) to a Participant in the future, subject to the satisfaction of applicable vesting conditions and the other terms and conditions of the Plan and the Award. Section 4.3. Terms and Conditions of Restricted Stock Unit Awards. Each Restricted Stock Unit Award shall specify the number of Restricted Stock Units awarded, the price, if any, to be paid by the Participant receiving the Restricted Stock Unit Award, the date or dates on which the Restricted Stock Units will vest and any other terms and conditions that the Committee may determine. The vesting and number of Restricted Stock Units may be conditioned upon the completion of a specified period of service with the Company or its Subsidiaries or upon the attainment of any performance goals established by the Committee, including without limitation goals related to the performance of the Company or any Subsidiary, division, department or other unit of the Company, the performance of the Company’s common stock or other securities, the performance of the recipient of the Restricted Stock Unit Award or any combination of the foregoing. Except as provided in Section 4.6 or Section 4.7 or unless the Award specifies otherwise, in the event that a Participant ceases to be an employee of the Company or a Subsidiary before all the Participant’s Restricted Stock Units have vested, or in the event other conditions to the vesting of Restricted Stock Units have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the Award, the Restricted Stock Units that have not vested shall be forfeited and any purchase price paid by the Participant for the forfeited Restricted Stock Units shall be refunded to the Participant. Section 4.4. Rights as Stockholder. A recipient of a Restricted Stock Unit Award shall not have any rights as a stockholder with respect to Shares covered by a Restricted Stock Unit Award until the date, if any, such Shares are issued by the Company; and, except as otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance of such Shares. Section 4.5. Dividends. Dividends and distributions (whether cash, stock or otherwise) on Shares underlying unvested Restricted Stock Units held by a Participant shall not be paid to the Participant, but the value thereof shall be credited by the Company for the benefit of the Participant. At such time as such Restricted Stock Units are settled, all accumulated credits for the value of dividends and distributions attributable to such vested Restricted Stock Units shall be paid to the recipient. Interest shall not be paid on any such credits for dividends or distributions made by the Company for the benefit of a Participant. The Company shall have the option of paying such credits for accumulated dividends or distributions in Shares or cash. If payment is made in Shares, the conversion to Shares shall be at the Fair Market Value on the date of payment. Credits for the value of dividends and distributions made by the Company on unvested Restricted Stock Units shall be forfeited in the same manner and at the same time as the respective Restricted Stock Units to which they are attributable are forfeited. Section 4.6. Accelerated Vesting. Notwithstanding the vesting conditions set forth in a Restricted Stock Unit Award, unless the Restricted Stock Unit Award specifies otherwise: (a) the Committee may in its discretion at any time accelerate the vesting of Restricted Stock Units or otherwise waive or amend any conditions of a grant of a Restricted Stock Unit Award, and (b) in the event that a Participant’s employment is terminated without Cause by the Company, a Subsidiary or successor, or is terminated by the Participant for Good Reason, in either case in connection with or within 18 months after a Change in Control, all Restricted Stock Units held by the Participant immediately prior to such termination shall immediately become vested and payable. Section 4.7. Retirement Credits. Unless otherwise provided in a Restricted Stock Unit Award, if a Participant retires as an employee of the Company or a Subsidiary with 80 or more Retirement Credits, the Restricted Stock Units held by the Participant will continue to vest after retirement on the schedule specified in the Restricted Stock Unit Award; provided that, if the Participant takes any action or engages in any activity that is detrimental to the Company, all unvested Restricted Stock Units held

  152. 2005 STOCK AND INCENTIVE PLAN

    | A - 8 | KIRBY | 2026 PROXY STATEMENT |

  153. 2005 STOCK AND INCENTIVE PLAN

    by the Participant will automatically be forfeited and the Participant shall cease to have any rights with respect to such Restricted Stock Units. The number of Retirement Credits a Participant has shall equal the sum of (i) the Participant’s age in whole years plus (ii) the Participant’s whole years of employment with the Company or a Subsidiary, in both cases determined as of the date of retirement. In the event of the death of the Participant after retirement, any unvested Restricted Stock Units that are subject to vesting pursuant to this Section 4.7 shall continue to vest on the schedule specified in the Restricted Stock Unit Award. Section 4.8. Settlement of Restricted Stock Units. (a) Subject to the satisfaction of any withholding requirements, on the date on which a Restricted Stock Unit becomes vested in accordance with the terms of the Plan, the Participant shall be entitled to one Share or cash equal to the Fair Market Value of one Share, which shall be delivered, transferred or paid as soon as administratively practicable thereafter in exchange for such vested Restricted Stock Unit, after which the Participant shall have no further rights with respect to such Restricted Stock Unit. (b) The Company shall have the sole discretion to determine whether any settlement of a Restricted Stock Unit will be effected in cash or Shares. If the settlement is effected in Shares, the Company shall cause to be delivered or transferred to the Participant (or the Participant’s legal representative or heir) a stock certificate representing the Shares issued in exchange for Restricted Stock Units or shall cause the Shares to be registered on the stock transfer records of the Company in the Participant’s name. For any Restricted Stock Units settled in Shares, a Participant may elect to have Shares withheld to satisfy federal or state income tax withholding requirements applicable upon the vesting of the Restricted Stock Units. (c) (i) Except as provided in Section 4.8(c)(ii) and (iii), in no event shall any delivery of Shares or payment following a Participant’s entitlement to such delivery or payment be made later than the March 15th following the end of the calendar year in which the Participant becomes entitled to such delivery or payment. (i) Subject to Section 4.8(c)(iii), with respect to Restricted Stock Units granted to a Participant who could reach 80 Retirement Credits prior to the final vesting date for such Restricted Stock Units, in no event shall any delivery of Shares or payment following such Participant’s entitlement to such delivery or payment be made later than December 31 of the year in which the vesting date for such Restricted Stock Units occurs. (ii) Notwithstanding any other provision of the Plan or any Award, if the Participant is a specified employee (within the meaning of Section 409A of the Code), and the Company determines that a payment hereunder is not permitted under Section 409A of the Code at the time set forth herein, no payments shall be made to the Participant due to a separation from service for any reason before the date that is six months after the date on which the Participant incurs a separation from service or, if earlier, the date of death of the Participant. ARTICLE V PERFORMANCE AWARDS Section 5.1. Terms and Conditions of Performance Awards. The Committee may from time to time grant Awards that are intended to be “performance-based compensation,” which are payable in stock, cash or a combination thereof, at the discretion of the Committee. (a) Performance Period. The Committee shall establish a Performance Period for each Performance Award at the time such Performance Award is granted. A Performance Period may overlap with Performance Periods relating to other Performance Awards granted hereunder to the same Participant. Unless the Committee determines otherwise, the Committee shall not grant Performance Awards after the date on which the satisfaction of the Performance Objectives becomes substantially certain. (b) Performance Objectives. The Committee shall establish written performance objectives for the Participant at the time of the grant of each Performance Award. Each Performance Award shall be contingent upon the achievement of the Performance Objectives established by the Committee. Performance Objectives shall be based on earnings, cash flow, economic value added, total stockholder return, return on equity, return on capital, return on assets, revenues, operating profit, EBITDA, net profit, earnings per share, stock price, cost reduction goals, debt to capital ratio, financial return ratios, profit or operating margins, working capital or any combination of the foregoing, for the Company on a consolidated basis or, if applicable, for one or more Subsidiaries, divisions, departments or other units of the Company or one or more of its Subsidiaries. (c) Amount; Frequency. The Committee shall determine at the time of grant of Performance Awards the target and maximum values of Performance Awards and the date or dates when Performance Awards are earned.

  154. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | A - 9 |

  155. 2005 STOCK AND INCENTIVE PLAN

    (d) Payment. Following the end of each Performance Period, the holder of each Performance Award will be entitled to receive payment of an amount, not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Objectives for such Performance Period, as determined in writing by the Committee. Unless otherwise provided in the Performance Award, if the Participant exceeds the specified minimum level of acceptable achievement but does not attain the Performance Objectives, the Participant shall be deemed to have partly earned the Performance Award, and shall become entitled to receive a portion of the total award, as determined by the Committee. Unless otherwise provided in the Performance Award, if a Performance Award is granted after the start of a Performance Period, the Performance Award shall be reduced to reflect the portion of the Performance Period during which the Performance Award was in effect. (e) Termination of Employment. Unless otherwise provided in the Performance Award, a Participant who receives a Performance Award and who ceases to be an employee as a result of death, Disability or retirement before the end of the applicable Performance Period shall be entitled to receive, to the extent earned as a result of the full or partial achievement of the Performance Objectives during the Performance Period, a portion of the Performance Award that is proportional to the portion of the Performance Period during which the Participant was employed, with payment to be made following the end of the Performance Period. Unless otherwise provided in the Performance Award, a Participant who receives a Performance Award who ceases to be an employee for any reason other than death, Disability or retirement shall not be entitled to any part of the Performance Award. (f) Accelerated Vesting. Notwithstanding the vesting conditions set forth in a Performance Award, unless the Performance Award specifies otherwise (i) the Committee may in its discretion at any time accelerate the time at which the Performance Award is considered to have been earned or otherwise waive or amend any conditions (including but not limited to Performance Objectives) in respect of a Performance Award, and (ii) all Performance Awards shall be considered earned upon a Change in Control of the Company. In addition, upon a Change in Control of the Company, unless a Performance Award specifies otherwise, each Participant shall receive the target Performance Award such Participant could have earned for the proportionate part of the Performance Period prior to the Change in Control, and shall retain the right to earn any additional portion of his or her Performance Award if such Participant remains in the Company’s employ through the end of the Performance Period. (g) Stockholder Rights. The holder of a Performance Award shall, as such, have none of the rights of a stockholder of the Company. (h) Annual Incentive Plan. Cash awards based on the attainment of the performance objectives established under the Company’s Annual Incentive Plan may, in the Committee’s discretion, be considered Performance Awards granted under the Plan, provided that such awards are subject to the terms and conditions of this Article V. ARTICLE VI ADDITIONAL PROVISIONS Section 6.1. Administration of the Plan. (a) The Plan shall be administered by the Committee. The Committee shall have the authority to interpret the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions arising with respect to the Plan, to establish performance criteria in respect of Awards under the Plan, to determine whether Plan requirements have been met for any Participant in the Plan and to make all other determinations and take all other actions necessary or desirable for the administration of the Plan. All decisions and acts of the Committee shall be final and binding upon all affected Participants. To the extent permitted by applicable law, the Committee may delegate authority to administer the Plan to members of the Committee, one or more subcommittees or other committees of the Board. If there is no Committee, the Board shall administer the Plan and in such case all references to the Committee shall be deemed to be references to the Board. (b) Without limiting the generality of Section 6.1(a), for purposes of Section 2.6 and Section 4.7: (i) The Committee shall determine in its sole discretion whether an action or activity is detrimental to the Company. Without limiting the immediately preceding sentence, actions or activities detrimental to the Company may include (A) a material breach of any contract between the holder of an Award and the Company or a Subsidiary, (B) any direct or indirect competition with the Company or a Subsidiary or solicitation of employees of the Company or a Subsidiary or (C) performance or acceptance by the holder of an Award of duties to a third party under circumstances that create a material conflict of interest or the appearance of a material conflict of interest, which may include being employed or otherwise engaged by an entity that regulates, engages in transactions with or competes with the Company or a Subsidiary.

  156. 2005 STOCK AND INCENTIVE PLAN

    | A - 10 | KIRBY | 2026 PROXY STATEMENT |

  157. 2005 STOCK AND INCENTIVE PLAN

    (ii) The Committee shall determine in its sole discretion whether a termination of employment constitutes “retirement” for purposes of vesting of any Options or Restricted Stock Units. (iii) The Committee shall determine in its sole discretion whether prior employment by an acquired company or prior noncontinuous employment by the Company or a Subsidiary shall be counted in calculating the Retirement Credits of the holder of an Award. Section 6.2. Minimum Vesting Requirements. Notwithstanding anything herein to the contrary, no Options, Restricted Stock, Restricted Stock Units or Shares granted under a Performance Award on or after the Effective Date may vest, in whole or in part, prior to the one-year anniversary of the date of grant of the relevant Award, and the Committee may not accelerate vesting of such Award such that it would vest prior to the one-year anniversary of the date of grant except as otherwise expressly permitted hereby in connection with the death or Disability of a Participant or a Change in Control. Section 6.3. Adjustments for Changes in Capitalization. In the event of any (a) stock dividends, stock splits, recapitalizations, combinations, exchanges of shares, mergers, consolidations, liquidations, split-ups, split-offs, spin-offs or other similar changes in capitalization, (b) distributions to stockholders, including a rights offering, other than regular cash dividends, (c) changes in the outstanding stock of the Company by reason of any increase or decrease in the number of issued Shares resulting from a split-up or consolidation of Shares or any similar capital adjustment or the payment of any stock dividend, (d) Share repurchase at a price in excess of the market price of the Shares at the time such repurchase is announced or (e) other similar increase or decrease in the number of the Shares, the Committee, in its sole discretion, shall make appropriate adjustment in the number and kind of shares authorized by the Plan in the number, price or kind of shares or units covered by the Awards and in any outstanding Awards under the Plan. In addition, upon the occurrence of any event described in this Section 6.3, the Committee, in its sole discretion, shall make appropriate adjustment in the limits specified in Section 1.3(b), (c) and (d) so that the effect of such limits is, as nearly as practicable, equivalent to the effect of such limits prior to the event in question, provided that any such adjustment complies with applicable laws and does not cause an award that is intended to satisfy the performance-based compensation exception under Section 162(m) of the Code in effect prior to December 22, 2017 to fail to satisfy the exception. In the event of any adjustment in the number of Shares covered by any Award, any fractional Shares resulting from such adjustment shall be disregarded and each such Award shall cover only the number of full Shares resulting from such adjustment. Section 6.4. Compliance With Section 409A. Awards shall be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and each Award under the Plan are intended to meet the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the grant, payment, settlement or deferral shall not be subject to the additional tax or interest applicable under Section 409A. In addition, to the extent an Award is subject to Section 409A of the Code, payments under such an Award shall be made at such time as is specified in the Plan and the Award. The payment will be made (1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the fiscal year in which the Award payment is no longer subject to a substantial risk of forfeiture or (2) at a time that is permissible under Section 409A of the Code such that the payment shall not be subject to the additional tax or interest applicable under Section 409A of the Code. Section 6.5. Amendment. (a) The Board may amend or modify the Plan in any respect at any time, subject to stockholder approval if required by applicable law or regulation or by applicable stock exchange rules. Such action shall not impair any of the rights of any Participant with respect to any Award outstanding on the date of the amendment or modification without the Participant’s written consent. (b) The Committee shall have the authority to amend any Award to include any provision which, at the time of such amendment, is authorized under the terms of the Plan; however, no outstanding Award may be revoked or altered in a manner unfavorable to the Participant without the written consent of the Participant. Section 6.6. Transferability of Awards. An Award shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution. So long as a Participant lives, only such Participant or his or her guardian or legal representative shall have the right to exercise such Award. Section 6.7. Beneficiary. A Participant may file with the Company a written designation of beneficiary, on such form as may be prescribed by the Committee, to receive any Shares, Awards or payments that become deliverable to the Participant pursuant to the Plan after the Participant’s death. A Participant may, from time to time, amend or revoke a designation of beneficiary. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

  158. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | A - 11 |

  159. 2005 STOCK AND INCENTIVE PLAN

    Section 6.8. Non-uniform Determinations. Determinations by the Committee under the Plan (including, without limitation, determinations of the Eligible Persons to receive Awards, the form, amount and timing of Awards, the terms and provisions of Awards and any agreements evidencing Awards and provisions with respect to termination of employment) need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. Section 6.9. Duration and Termination. No awards shall be made under the Plan after April 27, 2036. The Board may suspend, discontinue or terminate the Plan at any time. The suspension, discontinuance or termination of the Plan shall not impair any of the rights of any holder of any Award outstanding on the date of the Plan’s suspension, discontinuance or termination without the holder’s written consent. Section 6.10. Withholding. Prior to the issuance of any Shares under the Plan, arrangements satisfactory to the Committee in its sole discretion shall have been made for the Participant’s payment to the Company of the amount, if any, that the Committee determines to be necessary for the Company or Subsidiary employing the Participant to withhold in accordance with applicable federal or state income tax withholding requirements. If Shares are withheld from an Award to satisfy withholding requirements, the Fair Market Value of the Shares withheld shall not exceed an amount determined based on the maximum statutory tax rate in the applicable jurisdictions. When payments under the Plan are made in cash, such payments shall be net of an amount sufficient to satisfy such withholding requirements. Section 6.11. Agreements and Undertakings. As a condition of any issuance or transfer of Shares, the Committee may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of the Plan, any agreement or any law or regulation including, but not limited to, the following: (a) a representation, warranty or agreement by the Participant to the Company that the Participant is acquiring the Shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (b) a representation, warranty or agreement to be bound by any restrictions that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares. Section 6.12. Uncertificated Shares. In lieu of issuing stock certificates for Shares acquired pursuant to the Plan, the Company may issue such Shares in book-entry or other electronic or uncertificated form, unless prohibited by applicable law or regulation or by applicable stock exchange rules. Section 6.13. Governing Law. The Plan shall be governed by the laws of the State of Texas except to the extent that federal law or Nevada corporate law is controlling. Section 6.14. Forfeiture/Recovery for Cause or Restrictive Covenant Violation. (a) Notwithstanding any other provision of the Plan or any Award, if a Participant is terminated for Cause (or if the Participant resigns or otherwise ceases to be employed or provide services at a time when grounds for termination for Cause exists), then, effective as of the date of such termination (or deemed termination), all of the Participant’s outstanding Awards granted on or after the Effective Date, whether vested or unvested and whether or not exercisable, may be forfeited and cancelled without consideration, effective as of the date of termination or other date as the Committee may determine, except to the extent otherwise required by applicable law. (b) If, after (but no more than one year following) a Participant’s termination of employment or service for any reason, (i) the Company discovers facts or circumstances that, in the determination of the Committee, would have constituted Cause had they been known prior to the Participant’s termination of employment or service, or (ii) the Participant commits a Restrictive Covenant Violation, then the Committee may, in its sole discretion, cancel, rescind, or require forfeiture or repayment of any outstanding Awards granted on or after the Effective Date, and any Shares, cash, or other property received by the Participant pursuant to any such Award, whether such Award was vested, exercised, settled, or paid before or after the Participant’s termination of employment or service. (c) The forfeiture, cancellation, rescission, and repayment rights described in this Section 6.14 shall survive a Participant’s termination of employment or service and the expiration, exercise, or settlement of any Award, and shall apply notwithstanding any contrary provision in any Award, except to the extent expressly prohibited by applicable law.

  160. 2005 STOCK AND INCENTIVE PLAN

    | A - 12 | KIRBY | 2026 PROXY STATEMENT |

  161. 2005 STOCK AND INCENTIVE PLAN

    (d) The remedies provided in this Section 6.14 are in addition to, and not in lieu of, any other remedies available to the Company or its affiliates under applicable law, contract, equity, or any recovery, recoupment, or clawback policy maintained by the Company from time to time. Section 6.15. Other Clawback/Recovery Rights. All Awards granted under the Plan will be subject to recoupment in accordance with the Company’s clawback policy. In addition, the Committee may impose such other clawback, recovery or recoupment provisions on an Award as the Committee determines necessary or appropriate in view of applicable laws, governance requirements or best practices, including, but not limited to, a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of cause (as determined by the Committee). Section 6.16. Effective Date. The Plan amends and restates the Existing Plan in its entirety, effective January 27, 2026 (the “Effective Date”), subject to the approval of the Company’s stockholders at the Company’s 2026 annual meeting of stockholders.

  162. 2005 STOCK AND INCENTIVE PLAN

    | KIRBY | 2026 PROXY STATEMENT | B - 1 |

  163. 2000 NONEMPLOYEE DIRECTOR STOCK PLAN

    (g) “Date of Grant” means the date on which an Option or Restricted Stock is deemed granted to an Eligible Director as specified in this Plan. (h) “Director” means a member of the Board. (i) “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary. (j) “Existing Plan” means the 2000 Nonemployee Director Stock Plan as adopted by the Board on September 22, 2000 and as amended and restated through April 27, 2021. (k) “Fair Market Value” of a Share means the closing price on the New York Stock Exchange on the day of reference. If the Shares are not listed for trading on the New York Stock Exchange, the Fair Market Value on the date of reference shall be determined by any fair and reasonable means prescribed by the Committee. (l) “Nonincentive Stock Option” means an option that is not an incentive stock option as defined in Section 422 of the Code. (m) “Option” means any option granted under this Plan. (n) “Optionee” means a person to whom an Option is granted under this Plan or any successor to the rights of such person under this Plan by reason of the death of such person. (o) “Payment Date” means the last day of a calendar quarter. (p) “Plan” means this 2000 Nonemployee Director Stock Plan for Kirby Corporation, as amended or restated from time to time. (q) “Restricted Stock” means Shares granted under this Plan that are subject to restrictions described in Article III and the Compensation Plan. (r) “Share” means a share of the common stock, par value ten cents ($0.10) per share, of the Company. (s) “Subsidiary” means any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Section 1.3. Total Shares and Limitations. (a) The maximum number of Shares that may be issued under this Plan shall be One Million Five Hundred Thousand (1,500,000) Shares, which may be from Shares held in the Company’s treasury or from authorized and unissued Shares. If any Award granted under the Plan shall terminate, expire or be cancelled or surrendered as to any Shares, new Options may thereafter be granted covering such Shares or such Shares may thereafter be issued as Restricted Stock. (b) Notwithstanding any provision to the contrary in the Plan, the sum of the grant date fair value of Awards (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto)) and the amount of any cash-based awards or other fees granted or paid to an Eligible Director during any calendar year shall not exceed $750,000, in respect of the Eligible Director’s service as a member of the Board during such year. The Board may make exceptions to this limit for individual Eligible Directors in extraordinary circumstances (including, without limitation, in connection with service for the initial fiscal year of service for an Eligible Director or advisory or other services of an Eligible Director that exceed those typically provided by a member of a board of directors), as the Board may determine in its discretion, provided that the Eligible Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Eligible Directors.

  164. 2000 NONEMPLOYEE DIRECTOR STOCK PLAN

    ARTICLE III RESTRICTED STOCK Section 3.1. Grants of Restricted Stock. Restricted Stock shall be granted to Eligible Directors as provided in Sections 3.2 and 3.3 and may be granted in the discretion of the Committee as provided in Section 3.4. Each Restricted Stock grant shall be evidenced by an agreement containing such terms deemed necessary or desirable by the Committee that are not inconsistent with the Plan or any applicable law. No grant of Restricted Stock shall confer upon any person any right to continue to serve as a Director. Section 3.2. Automatic Annual Grants. Following each annual meeting of stockholders of the Company, each Eligible Director shall automatically be granted $167,500 in value of Restricted Stock, except that an Eligible Director elected between annual stockholder meetings shall be granted a prorated dollar value of Restricted Stock for the year in which he or she is first elected. The number of shares of Restricted Stock granted will be equal to (a) the dollar value divided by (b) the Fair Market Value on the Date of Grant multiplied by (c) 1.2, with the result then rounded to the nearest whole share. Section 3.3. Election to Receive Restricted Stock. If the Compensation Plan permits Eligible Directors to elect to receive Restricted Stock in lieu of all or part of Director fees otherwise payable in cash, each Eligible Director who has properly and timely made such election as provided in the Compensation Plan shall automatically be granted a number of Shares of Restricted Stock equal to (i) the amount of the fee such Eligible Director elects to receive in the form of Restricted Stock divided by (ii) the Fair Market Value of a Share on the Date of Grant multiplied by (iii) 1.2, with the result rounded to the nearest whole Share. Section 3.4. Discretionary Grant of Restricted Stock. The Committee may in its discretion grant Restricted Stock to Eligible Directors in addition to Restricted Stock granted pursuant to Sections 3.2 and 3.3. Section 3.5. Date of Grant. (a) The Date of Grant of Restricted Stock granted under Section 3.2 shall be the second business day after the Company’s first quarter earnings conference call, except that for an Eligible Director elected between annual stockholder meetings, the Date of Grant shall be determined as follows: (i) If the Eligible Director is elected at a regular quarterly meeting of the Board, the Date of Grant shall be the second business day after the Company’s earnings conference call for the immediately preceding quarter. (ii) If the Eligible Director is elected at any other time, the Date of Grant shall be the date of his or her election. (b) The Date of Grant of Restricted Stock granted under Section 3.3 shall be the second business day after the Company’s first quarter earnings conference call following the election by the Eligible Director pursuant to the Compensation Plan to receive the Restricted Stock in lieu of cash fees, except that, for a newly elected Eligible Director, the Date of Grant shall be the date of his or her election to receive Restricted Stock in lieu of cash fees. (c) The Date of Grant of Restricted Stock granted under Section 3.4 shall be the date on which the Committee takes formal action to grant the Restricted Stock, unless otherwise specified. Section 3.6. Vesting. (a) Restricted Stock granted under Section 3.2 shall vest six months after the Date of Grant. (b) Restricted Stock granted under Section 3.3 shall vest on the Payment Date(s) following the Date of Grant as provided in this Section 3.6(b). The number of Shares of Restricted Stock granted under Section 3.3 that will vest on each Payment Date after the Date of Grant shall equal the number of Shares of Restricted Stock granted divided by the number of Payment Dates occurring after the Date of Grant and before the first anniversary of the most recent annual meeting of stockholders of the Company. (c) Restricted Stock granted under Section 3.4 shall vest six months after the Date of Grant. (d) Notwithstanding the other provisions of this Section 3.6, (i) Restricted Stock shall only vest as provided in this Section 3.6 if the holder is a Director at the time the Restricted Stock would otherwise vest and (ii) upon the occurrence of a Change in Control, all Restricted Stock issued under the Plan that is outstanding at the time of the Change in Control shall immediately vest.

  165. 2000 NONEMPLOYEE DIRECTOR STOCK PLAN

    (e) Notwithstanding the vesting conditions set forth in the Plan or the Compensation Plan, the Committee may in its discretion at any time accelerate the vesting of Restricted Stock or otherwise waive or amend any conditions of a grant of Restricted Stock under the Plan. Section 3.7. Restrictions on Transfer. Restricted Stock granted to an Eligible Director under the Plan (whether represented by stock certificates or in book entry or other electronic form) shall be registered in the Director’s name or, at the option of the Committee, not issued until such time as the Restricted Stock shall become vested or as otherwise determined by the Committee. If certificates are issued prior to the Shares of Restricted Stock becoming vested, such certificates shall either be held by the Company on behalf of the Director, or delivered to the Director bearing a legend to restrict transfer of the certificate until the Restricted Stock has vested, as determined by the Committee. The Director shall have the right to vote and receive dividends on the Restricted Stock before it has vested. Except as may otherwise be expressly permitted by the Committee, no Share of Restricted Stock may be sold, transferred, assigned or pledged by the Director until such Share has vested. In the event that a Director ceases to be a Director before all the Director’s Restricted Stock has vested, the Shares of Restricted Stock that have not vested shall be forfeited. At the time Restricted Stock vests (and, if the Director has been issued legended certificates for Restricted Stock, upon the return of such certificates to the Company), such vested Shares shall be issued to the Director, in certificated or book entry or other electronic form, free of restrictions. Section 3.8. Issuance of Shares. As a condition of the issuance of any Shares of Restricted Stock, the Committee may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of the Plan, any agreement or any law or regulation including, but not limited to, the following: (a) a representation, warranty or agreement by the Eligible Director to the Company that the Eligible Director is acquiring the Shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (b) a representation, warranty or agreement to be bound by any restrictions that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares. Section 3.9. Section 83(b) Election. If a Director receives Restricted Stock that is subject to a “substantial risk of forfeiture,” the Director may elect under Section 83(b) of the Code to include in his or her gross income, for the taxable year in which the Restricted Stock is received, the Fair Market Value of such Restricted Stock on the Date of Grant. If the Director makes the Section 83(b) election, the Director shall (a) make such election in a manner that is satisfactory to the Committee, (b) provide the Company with a copy of such election and (c) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election. ARTICLE IV ADDITIONAL PROVISIONS Section 4.1. Administration of the Plan. The Plan shall be administered by the Committee. The Committee shall have the authority to interpret the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions arising with respect to the Plan and to make all other determinations and take all other actions necessary or desirable for the administration of the Plan. All decisions and acts of the Committee shall be final and binding upon all affected Optionees and holders of Restricted Stock. If there is no Committee, the Board shall administer the Plan and in such case all references to the Committee shall be deemed to be references to the Board. Section 4.2. Adjustment of Shares. If, at any time while the Plan is in effect, there is any increase or decrease in the number of issued and outstanding Shares as a result of the declaration of a stock dividend, stock split, reverse stock split, recapitalization, combination, exchange of Shares, or similar event, the Committee shall make such equitable adjustments as it deems appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, including, without limitation: (a) the number and kind of Shares available for issuance under the Plan; (b) the number and kind of Shares subject to outstanding Options and Restricted Stock; (c) the exercise price of outstanding Options; and (d) the terms and conditions of outstanding Awards, as necessary to reflect such adjustment. Any adjustment made pursuant to this Section 4.2 shall be final, binding, and conclusive on all persons. Section 4.3. Amendment. The Board may amend or modify the Plan in any respect at any time, subject to stockholder approval if required by applicable law or regulation or by applicable stock exchange rules.