UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under
§240.14a-12
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Kirby Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
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and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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KIRBY CORPORATION
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Notice of 2018
Annual Meeting of Stockholders
and
Proxy Statement
Meeting Date: April 24, 2018
YOUR VOTE IS IMPORTANT
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN
YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE
KIRBY CORPORATION
55 Waugh Drive, Suite 1000
P. O. Box 1745
Houston, Texas 77251-1745
March 6, 2018
Dear Fellow Stockholders:
On behalf of the Board of Directors, we cordially invite you to attend the 2018 Annual Meeting of Stockholders of Kirby
Corporation to be held on Tuesday, April 24, 2018, at 10:00 a.m. (CDT). The meeting will be held at 55 Waugh Drive, 9th Floor, Houston, Texas 77007. We look forward to personally greeting those stockholders who will be able to attend the
meeting.
This booklet contains the notice of the Annual Meeting and the Proxy Statement, which contains
information about the proposals to be voted on at the meeting, Kirbys Board of Directors and its committees and certain executive officers. This year you are being asked to elect three Class II directors, ratify the Audit Committees
selection of KPMG LLP as Kirbys independent registered public accounting firm for 2018 and cast an advisory vote on executive compensation.
In addition to the formal proposals to be brought before the Annual Meeting, there will be a report on our Companys operations, followed by a question and answer period.
Your vote is important. Please ensure that your shares will be represented at the meeting by completing, signing and
returning your proxy card in the envelope provided whether or not you plan to attend personally.
Thank you
for your continued support and interest in Kirby Corporation.
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Sincerely,
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D
AVID
W. G
RZEBINSKI
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President and
Chief Executive Officer
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KIRBY CORPORATION
55 Waugh Drive, Suite 1000
P. O. Box 1745
Houston, Texas 77251-1745
NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
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Date:
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Tuesday, April 24, 2018
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Time:
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10:00 a.m. CDT
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Place:
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55 Waugh Drive
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9th Floor
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Houston, Texas 77007
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Proposals to be voted on at the Kirby Corporation 2018 Annual Meeting of Stockholders are
as follows:
1. Election of three Class II directors;
2. Ratification of the Audit Committees selection of KPMG LLP as Kirbys
independent registered public accounting firm for 2018; and
3. Advisory vote
on the approval of the compensation of Kirbys named executive officers.
You have the right to receive
this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 1, 2018. Please remember that your shares cannot be voted unless you sign and return the enclosed proxy card, vote in person at the
Annual Meeting, or make other arrangements to vote your shares.
We have enclosed a copy of Kirby
Corporations 2017 Annual Report to stockholders with this notice and Proxy Statement.
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For the Board of Directors,
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T
HOMAS
G. A
DLER
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Secretary
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March 6, 2018
KIRBY CORPORATION
PROXY STATEMENT
GENERAL
INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of
the Board of Directors (the Board) of Kirby Corporation (the Company) to be voted at the Annual Meeting of Stockholders to be held at 55 Waugh Drive, 9th Floor, Houston, Texas, on April 24, 2018, at 10:00 a.m. (CDT).
Whenever we refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that
results from an adjournment or postponement of the Annual Meeting. The Notice of Annual Meeting, this Proxy Statement, the proxy card and the Companys Annual Report, which includes the Annual Report on Form
10-K
for 2017, are being mailed to stockholders on or about March 15, 2018.
SOLICITATION OF PROXIES
The Proxy Card
Your shares will be voted as specified on the enclosed proxy card. If a proxy is signed without choices specified, those shares will be voted for the election of the Class II directors named in this
Proxy Statement, for the ratification of the Audit Committees selection of KPMG LLP as the Companys independent registered public accounting firm for 2018, for the approval on an advisory basis of executive compensation and at the
discretion of the proxies on other matters.
You are encouraged to complete, sign and return the proxy card
even if you expect to attend the meeting. If you sign a proxy card and deliver it to us, but then want to change your vote, you may revoke your proxy at any time prior to the Annual Meeting by sending us a written revocation or a new proxy, or by
attending the Annual Meeting and voting your shares in person.
Cost of Soliciting Proxies
The cost of soliciting proxies will be paid by the Company. The Company has retained Georgeson LLC to solicit proxies at
an estimated cost of $6,300, plus
out-of-pocket
expenses. Employees of the Company may also solicit proxies, for which the expense would be nominal and borne by the
Company. Solicitation may be by mail, facsimile, electronic mail, telephone or personal interview.
VOTING
Stockholders Entitled to Vote
Stockholders of record at the close of business on March 1, 2018 will be entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on March 1, 2018, the Company had
59,673,940 outstanding shares of common stock. Each share of common stock is entitled to one vote on each matter to come before the meeting.
Quorum and Votes Necessary to Adopt Proposals
In order to transact business at the Annual Meeting, a quorum consisting of a majority of all outstanding shares entitled to vote must be present. Abstentions and proxies returned by brokerage firms for
which no voting instructions have been received from their beneficial owners will be counted for the purpose of determining
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whether a quorum is present. A majority of the votes cast (not counting abstentions and broker nonvotes) is required for the election of directors (Proposal 1). A majority of the outstanding
shares entitled to vote that are represented at the meeting in person or by proxy is required for the ratification of the selection of KPMG LLP as the Companys independent registered public accounting firm for 2018 (Proposal 2). Proposal 3 is
a
non-binding
advisory vote on matters related to executive compensation and therefore there is no voting standard for that proposal, since the voting results will be informational only.
Please note that if your shares are held in the name of a brokerage firm on your behalf, your broker may not vote your
shares on the election of directors or the matters related to executive compensation without voting instructions from you.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2018
This Proxy Statement and the Companys 2017 Annual Report, which includes the Annual Report on Form
10-K
filed with the Securities and Exchange Commission
(SEC), are available electronically at www.edocumentview.com/kex.
The following proposals
will be considered at the meeting:
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Proposal 1
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Election of three Class II directors
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Proposal 2
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Ratification of the selection of KPMG LLP as the Companys independent registered public accounting firm for 2018
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Proposal 3
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Advisory vote on the approval of the compensation of the Companys named executive officers
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The Board of Directors of the Company unanimously recommends that you vote
FOR the Boards nominees for director, FOR the selection of KPMG LLP as our independent registered public accounting firm for 2018 and FOR approval of our executive compensation.
ELECTION OF DIRECTORS (PROPOSAL 1)
The Bylaws of the Company provide that the Board shall consist of not 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. The size of the Board is currently
set at nine. Three Class II directors are to be elected at the 2018 Annual Meeting to serve until the Annual Meeting of Stockholders in 2021.
Each nominee named below is currently serving as a director and each has consented to serve for the new term, if elected. 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 Companys Criteria for the Selection of Directors discussed under the THE BOARD OF DIRECTORS Governance
Committee below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Companys principal businesses or the principal businesses of significant customers of the Company. The brief
biographies of each of the nominees and continuing directors below includes a summary of the particular experience and qualifications that led the Board to conclude that he or she should serve as a director.
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Nominees for Election
The Board of Directors of the Company unanimously recommends that you vote FOR the election of each of the
following nominees as a director.
Nominees for Election as Class
II directors, to serve until the
Annual Meeting of Stockholders in 2021
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Barry E. Davis
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Director since 2015
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Dallas, Texas
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Age 56
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Mr. Davis is Executive Chairman of both EnLink Midstream GP, LLC, the general partner of EnLink
Midstream Partners, LP, and EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC. EnLink Midstream Partners, LP and EnLink Midstream, LLC (collectively EnLink Midstream) are both publicly traded and listed on the
New York Stock Exchange (NYSE). Mr. Davis served as President, Chief Executive Officer and a director of EnLink Midstream from 2014 to January 2018. Prior to the formation of EnLink Midstream in 2014 through the combination of
Crosstex Energy and substantially all of the United States midstream assets of Devon Energy, Mr. Davis had served since 1996 as President and Chief Executive Officer of Crosstex Energy, as a director of Crosstex Energy since 2002 and in
management roles with other companies in the energy industry since 1984. Mr. Davis serves as a member of the Audit Committee and the Compensation Committee. He is also a member and former president of the Natural Gas and Electric Power Society
and the Dallas Wildcat Committee.
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 Midstreams assets include an extensive pipeline network, processing plants, fractionation facilities, storage
facilities, rail terminals, barge and truck terminals and an extensive fleet of trucks. Mr. Davis has extensive knowledge and experience in the transportation of hydrocarbons, which is the primary business of EnLink Midstream and its
predecessors.
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Monte J. Miller
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Director since 2006
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Durango, Colorado
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Age 74
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Mr. Miller is a consultant and private investor. He served as Executive Vice President, Chemicals,
of Flint Hills Resources, LP (Flint Hills), a company engaged in crude oil refining, transportation and marketing, and the production of petrochemicals, from 2003 to 2006. From 1999 to 2003, he was Senior Vice President of Koch Chemical
Company, a predecessor company of Flint Hills. Mr. Miller serves as a member of the Compensation Committee and the Governance Committee.
Mr. Miller has 30 years of experience in the petrochemical and refining business. A significant volume of petrochemical products and refined petroleum products are transported coastwise and on the
inland waterways and petrochemicals and refined petroleum products represent a major portion of the Companys business, so Mr. Millers extensive knowledge about petrochemical and refining companies, which constitute a substantial
part of the Companys customer base, as well as the products they ship and the end users of the products, is valuable to the Board. He also has experience in developing and administering incentive compensation programs at companies similar in
size to the Company.
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Joseph H. Pyne
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Director since 1988
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Houston, Texas
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Age 70
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Mr. Pyne is the Chairman of the Board of the Company. Mr. Pyne is also a director and member of
the audit and compensation committees of DHT Holdings, Inc. and a director and member of the compensation committee of Genesee & Wyoming Inc.
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Mr. Pyne has been with the Company for 40 years, having served as President of its
principal marine transportation subsidiary before serving as President and Chief Executive Officer of the Company from 1995 to 2010 and then as Chairman of the Board, President and Chief Executive Officer or Chairman of the Board and Chief Executive
Officer of the Company until April 2014. Mr. Pyne has extensive knowledge of all aspects of the Company, its history, operations, customer base, financial condition and strategic planning. He has long been active in industry associations that,
among other benefits, monitor significant legislative and regulatory developments affecting both the marine transportation and distribution and services businesses.
Directors Continuing in Office
The following persons are
directors of the Company who will continue in office.
Continuing Class
III directors, serving until the
Annual Meeting of Stockholders in 2019
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Anne-Marie N. Ainsworth
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Director since 2015
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Houston, Texas
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Age 61
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Ms. Ainsworth served as President and Chief Executive Officer of the general partner of Oiltanking
Partners, L.P. and of Oiltanking Holding Americas, Inc. (collectively Oiltanking), companies engaged in the terminaling, storage and transportation by pipeline of crude oil, refined petroleum products and liquefied petroleum gas, from
2012 until her retirement in 2014. Prior to joining Oiltanking, Ms. Ainsworth served as Senior Vice President, Manufacturing, for Sunoco, Inc. and before that served for 30 years in various managerial positions in the United States refining
industry. Ms. Ainsworth serves as a member of the Audit Committee. She is also a director and member of the audit committee of Archrock, Inc., a director and member of the audit committee of Pembina Pipeline Corporation and a director of
HollyFrontier Corporation and a former director of Seventy Seven Energy Inc.
Ms. Ainsworth has over 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, which constitute a significant percentage of the cargoes
carried by the Companys marine transportation business. She also has served as Chief Executive Officer of a public company.
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C. Sean Day
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Director since 1996
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Greenwich, Connecticut
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Age 68
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Mr. Day is Chairman Emeritus of Teekay Corporation, a diversified foreign flag shipping group. He
serves as Chairman of the Compensation Committee and is a member of the Governance Committee. He is also a member of the Board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P., and Chairman of Compass Diversified Holdings.
Mr. Day has over 45 years of experience in the marine transportation business, serving for the past 20 years as
Chairman of one of the largest tanker companies in the world and 10 years before that as chief executive officer of an international bulk shipping company. In addition, Mr. Day has been active in the private equity investment business for the
last 33 years, gaining extensive experience in financial management and analysis.
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William M. Waterman
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Director since 2012
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Bedford, New York
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Age 64
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Mr. Waterman served as President and Chief Executive Officer of Penn Maritime Inc.
(Penn) from 1983 through 2012 until the acquisition of Penn by the Company in 2012. Penn was a coastal tank barge operator, transporting primarily refinery feedstocks, asphalt and crude oil along the East Coast and Gulf Coast of
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the United States. He is also a director and past Chairman of The American Waterways Operators, the national trade association for the United States barge industry. Mr. Waterman serves as a
member of the Governance Committee.
Mr. Waterman has over 36 years of experience in the coastal tank barge business with
Penn and its predecessor companies, building Penn into one of the largest coastal tank barge operators in the United States. Mr. Watermans extensive experience in that business and knowledge of its markets and customers are valuable to
the Board in its oversight of the Companys coastal business and complement the inland marine transportation, midstream energy services and petrochemical industry experience of other Company directors.
Continuing Class
I directors, serving until the Annual Meeting of Stockholders in 2020
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Richard J. Alario
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Director since 2011
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Shreveport, Louisiana
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Age 63
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Mr. Alario served as Chief Executive Officer and a director of Key Energy Services, Inc. (Key
Energy), a publicly traded oilfield service company listed on the NYSE, from 2004 until his retirement in March 2016. Prior to joining Key Energy, Mr. Alario served as Vice President of BJ Services Company, an oilfield service
company, from 2002 to 2004, and served for over 21 years in various capacities, most recently Executive Vice President, of OSCA, Inc., also an oilfield service company. He serves as Chairman of the Governance Committee, is a member of the Audit
Committee and has been chosen by the
non-management
directors to serve as the presiding director at executive sessions of the
non-management
directors. He currently
serves as
Ex-Officio
Chairman and Executive Committee member of the National Ocean Industries Association. Mr. Alario is a director and chairman of the compensation committee of Distribution Now.
Mr. Alario has over 35 years of experience in the oilfield service business, serving as Chief Executive Officer with
both operating and financial responsibility for one of the largest oilfield service companies in the United States. That experience is valuable to the Board in its oversight of the Companys distribution and services business which serves the
oilfield services industry as a significant part of its customer base. As a former public company Chief Executive Officer, Mr. Alario adds that perspective to the collective experience of the independent directors.
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David W. Grzebinski
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Director since 2014
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Houston, Texas
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Age 56
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Mr. Grzebinski has served as President and Chief Executive Officer of the Company since April 2014.
He served as President and Chief Operating Officer of the Company from January 2014 to April 2014, Executive Vice President from March 2010 to January 2014, as Chief Financial Officer from March 2010 to April 2014 and as Chairman of the
Companys principal offshore marine transportation subsidiary from February 2012 to April 2013. Prior to joining the Company in February 2010, he served in various administrative and operating positions with FMC Technologies Inc.
(FMC), a global provider of advanced technology systems and products for the energy industry, including Controller, Energy Services, Treasurer, and Director of Global SAP and Industry Relations. Prior to joining FMC, he was employed by
The Dow Chemical Company.
Mr. Grzebinski has primary responsibility for the business and strategic direction of the
Company and is an essential link between the Board and the Companys
day-to-day
operations. He has overall knowledge of all aspects of the Company, its operations,
customers, financial condition and strategic planning.
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Richard R. Stewart
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Director since 2008
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Houston, Texas
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Age 68
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Mr. Stewart served as President and Chief Executive Officer of GE Aero Energy, a
division of GE Energy, and as an officer of General Electric Company, from 1998 until his retirement in 2006. From 1972 to 1998, Mr. Stewart served in various positions at Stewart & Stevenson Services, Inc. (Stewart and
Stevenson), including Group President and member of the Board of Directors. He serves as Chairman of the Audit Committee. Mr. Stewart is also a director of Exterran Corporation and serves on its audit and compensation committees, a
director and Chairman of Eagle Materials Inc. and a former director of Lufkin Industries, Inc.
During a
35-year
business career, Mr. Stewart has been the principal executive officer with both operating and financial responsibility for the diesel engine and gas turbine power and service businesses at
Stewart & Stevenson and then at GE Aero Energy. Mr. Stewarts extensive experience in the diesel engine business is valuable to the Board in its oversight of the Companys distribution and services business and complements
the marine transportation and petrochemical industry experience of a number of the Companys other directors.
THE
BOARD OF DIRECTORS
The Companys business is managed under the direction of the Board, which is
responsible for broad corporate policy and for monitoring the effectiveness of Company management. Members of the Board are kept informed about the Companys businesses by participating in meetings of the Board and its committees, through
operating and financial reports made at Board and committee meetings by Company management, through various reports and documents sent to the directors for their review and by visiting Company facilities.
Director Independence
The NYSE listing standards require listed companies to have at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not
have any direct or indirect material relationship with the Company.
The Board has determined that the
following incumbent directors have no relationship with the Company except as directors and stockholders and are independent within the meaning of the NYSE corporate governance rules:
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Anne-Marie N. Ainsworth
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Monte J. Miller
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Richard J. Alario
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Richard R. Stewart
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Barry E. Davis
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William M. Waterman
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C. Sean Day
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Board Committees
The Board has established three standing committees, including the Audit Committee, the Compensation Committee and the
Governance Committee, each of which is briefly described below.
Audit Committee
All of the members of the Audit Committee are independent, as that term is defined in applicable SEC and NYSE rules. In
addition, the Board has determined that all of the members of the Audit Committee are audit committee financial experts, as that term is defined in SEC rules. The Audit Committee operates under a written charter adopted by the Board. A
copy of the charter is available on the Companys website at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
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Principal Functions
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Members
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Monitor the Companys financial reporting, accounting procedures and systems of internal
control
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Richard R. Stewart (Chairman)
Anne-Marie N. Ainsworth
Richard J. Alario
Barry E. Davis
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Select the independent auditors for the Company
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Review the Companys audited annual and unaudited quarterly financial statements with management and the
independent auditors
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Monitor the independence and performance of the Companys independent auditors and internal audit
function
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Monitor the Companys compliance with legal and regulatory requirements
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Compensation Committee
All of the members of the Compensation Committee are independent, as that term is defined in applicable SEC and NYSE
rules. In addition, all of the members of the Compensation Committee are
Non-Employee
Directors and outside directors as defined in relevant federal securities and tax regulations. The
Compensation Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Companys web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
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Principal Functions
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Members
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Determine the compensation of executive officers of the Company
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C. Sean Day (Chairman)
Barry E. Davis
Monte J. Miller
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Administer the Companys annual incentive bonus program
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Administer the Companys stock option, restricted stock and incentive plans and grant stock options,
restricted stock and performance awards under such plans
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Governance Committee
All of the members of the Governance Committee are independent, as that term is defined in NYSE rules. The Governance
Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Companys website at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
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Principal Functions
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Members
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Perform the function of a nominating committee in recommending candidates for election to the
Board
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Richard J. Alario (Chairman)
C. Sean Day
Monte J. Miller
William M. Waterman
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Review all related person transactions
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Oversee the operation and effectiveness of the Board
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The Governance Committee will consider director candidates recommended by stockholders or
proposed by stockholders in accordance with the Companys Bylaws. Recommendations may be sent to the Chairman of the Governance Committee, Kirby Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas 77007, accompanied by biographical
information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the Governance Committee will consider in evaluating director candidates. The criteria address compliance with SEC and NYSE requirements
relating to the composition of the Board and its committees, as well as character, integrity, experience, understanding of the Companys business and willingness to commit sufficient time to the Companys business. The criteria are
available on the Companys website at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
In addition to the criteria, the Governance Committee and the Board will consider diversity in business experience, professional expertise, gender and ethnic background in evaluating potential nominees
for director. The Companys Corporate Governance Guidelines and Governance Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender and ethnic background in selecting
nominees for director.
When there is a vacancy on the Board (i.e., in cases other than the nomination of an
existing director for reelection), the Board and the Governance Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The Governance Committee
will continue to consider candidates from any of those sources when future vacancies occur. The Governance Committee does not evaluate a candidate differently based on whether or not the candidate is recommended by a stockholder.
Attendance at Meetings
It is the Companys policy that directors are expected to attend Board meetings and meetings of committees on which they serve and are expected to attend the Annual Meeting of Stockholders of the
Company. During 2017, the Board met 11 times, the Audit Committee met eight times, the Compensation Committee met five times and the Governance Committee met four times. Each director attended more than 95% of the aggregate number of meetings of the
Board and all of the committees on which he or she served. All directors attended the 2017 Annual Meeting of Stockholders of the Company.
Director Compensation
Directors who are employees of the Company receive no additional compensation for their service on the Board. Compensation of nonemployee directors is determined by the full Board, which may consider
recommendations of the Compensation Committee. Past practice has been to review director compensation when the Board believes that an adjustment may be necessary in order to remain competitive with director compensation of comparable companies.
Management of the Company periodically collects published survey information on director compensation for purposes of comparison.
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Each nonemployee director receives an annual fee of $75,000. A director may
elect to receive the annual fee in cash, stock options or restricted stock. 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 Governance Committee receives an additional annual fee of $10,000. The 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 committee chairman, 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.
Each nonemployee director
will receive a fee of $3,000 for each board meeting attended, in person or by telephone, in excess of six meetings in any one calendar year. Each member of a committee of the board will receive a fee of $3,000 for each committee meeting attended, in
person or by telephone, in excess of ten meetings in any one calendar year in the case of the Audit Committee, in excess of eight meetings in any one calendar year in the case of the Compensation Committee and in excess of eight meetings in any one
calendar year in the case of the Governance Committee.
In addition to the fees described above provided to
the directors, the Company has a stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. The director plan provides for automatic grants of restricted stock to nonemployee
directors after each annual meeting of stockholders. Each director receives restricted shares of the Companys common stock after each annual meeting of stockholders. The number of shares of restricted stock issued is equal to (a) $167,500
divided by (b) the fair market value of a share of stock on the date of grant multiplied by (c) 1.2. The director plan also provides for discretionary grants of an aggregate of 10,000 shares in the form of stock options or restricted
stock. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. A director who elects to receive 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 options granted under the director plan is the fair market value per share of the Companys 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. 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 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 four times the annual cash director fee. As of December 31, 2017, all directors
were in compliance with the stock ownership guidelines. The Governance Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.
9
The following table summarizes the cash and equity compensation for
nonemployee directors for the year ended December 31, 2017:
Director Compensation for 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned
or Paid in Cash
|
|
|
Stock Awards(1)(2)
|
|
|
Option Awards(1)(2)
|
|
|
Total
|
|
Anne-Marie N. Ainsworth
|
|
$
|
97,500
|
|
|
$
|
201,072
|
|
|
$
|
|
|
|
$
|
298,572
|
|
Richard J. Alario
|
|
|
132,000
|
|
|
|
201,072
|
|
|
|
|
|
|
|
333,072
|
|
Barry E. Davis
|
|
|
30,000
|
|
|
|
201,072
|
|
|
|
76,212
|
|
|
|
307,284
|
|
C. Sean Day
|
|
|
45,000
|
|
|
|
291,216
|
|
|
|
|
|
|
|
336,216
|
|
Monte J. Miller
|
|
|
105,000
|
|
|
|
201,072
|
|
|
|
|
|
|
|
306,072
|
|
Richard R. Stewart
|
|
|
117,500
|
|
|
|
201,072
|
|
|
|
|
|
|
|
318,572
|
|
William M. Waterman
|
|
|
97,500
|
|
|
|
201,072
|
|
|
|
|
|
|
|
298,572
|
|
(1)
|
The amounts included in the Stock Awards and Option Awards columns represent the grant date fair value related to restricted
stock awards and option grants to the directors, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 9, Stock Award Plans, in the Companys consolidated financial statements included in the Annual
Report on Form
10-K
for the year ended December 31, 2017.
|
(2)
|
Ms. Ainsworth, Mr. Alario, Mr. Davis, Mr. Day, Mr. Miller, Mr. Stewart and Mr. Waterman were each granted 2,846
shares of restricted stock on May 1, 2017 at a value of $70.65 per share. Mr. Day was granted an additional 1,276 shares of restricted stock on May 1, 2017 at a value of $70.65 per share and Mr. Davis was granted stock options
for 3,188 shares on May 1, 2017 at an exercise price of $70.65 per share, as they elected to receive their annual director fee in the form of restricted stock or stock options.
|
The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for
each director as of December 31, 2017, as well as the grant date fair value of restricted stock awards and stock option grants made during 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Aggregate Shares
of Unvested
Restricted Stock
as
of
December 31, 2017
|
|
|
Aggregate
Stock Options
Outstanding
as of
December 31, 2017
|
|
|
Grant Date
Fair Value of
Restricted Stock and
Stock Options
Awarded during 2017
|
|
Anne-Marie N. Ainsworth
|
|
|
|
|
|
|
|
|
|
$
|
201,072
|
|
Richard J. Alario
|
|
|
|
|
|
|
29,153
|
|
|
|
201,072
|
|
Barry E. Davis
|
|
|
|
|
|
|
3,188
|
|
|
|
277,284
|
|
C. Sean Day
|
|
|
319
|
|
|
|
36,000
|
|
|
|
291,216
|
|
Monte J. Miller
|
|
|
|
|
|
|
43,276
|
|
|
|
201,072
|
|
Richard R. Stewart
|
|
|
|
|
|
|
24,000
|
|
|
|
201,072
|
|
William M. Waterman
|
|
|
|
|
|
|
22,000
|
|
|
|
201,072
|
|
Board Leadership Structure
The Board has no set policy concerning the separation of the offices of Chairman of the Board and Chief Executive Officer,
but retains the flexibility to decide how the two positions should be filled based on the circumstances existing at any given time. Following Mr. Grzebinskis succession to the position of President and Chief Executive Officer in 2014, the
Board considered it important for Mr. Pyne, with his comprehensive understanding of the Companys businesses and strategic direction, to continue in the role of an executive Chairman of the Board. During the same time period, the Board was
focused on management succession planning, primarily for the role of Chief Executive Officer but also for other senior management positions. The Board determined that having Mr. Pyne continue to serve as an executive Chairman of the Board after
relinquishing the role of Chief Executive Officer would facilitate the succession process and provide valuable support to the senior management team.
10
The Board does not have a lead director, but has chosen
Mr. Alario to be the presiding director to preside at the regular executive sessions of the
non-management
directors that are held at least quarterly. Mr. Alario also serves as a liaison
between the independent directors and management on certain matters that are not within the area of responsibility of a particular committee of the Board.
Risk Oversight
The Board carries out its risk oversight
function through the Audit Committee and the full Board. Management prepares and reviews with the Audit Committee and the Board semiannually a comprehensive assessment of the identified internal and external risks of the Company that includes
evaluations of the potential impact of each identified risk, its probability of occurrence and the effectiveness of the controls that are in place to mitigate the risk. The Audit Committee and the Board also receive regular reports of any events or
circumstances involving risks outside the normal course of business of the Company. At times, a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area involved, such as the Compensation
Committees review of the risks related to the Companys compensation policies and practices. The Boards administration of its risk oversight function has not affected the Boards leadership structure.
TRANSACTIONS WITH RELATED PERSONS
The Board has adopted a written policy on transactions with related persons that provides that certain transactions involving the Company and any of its directors, executive officers or major stockholders
or members of their immediate families, including all transactions that would be required to be disclosed as transactions with related persons in the Companys Proxy Statement, are subject to approval in advance by the Governance Committee,
except that a member of the Committee will not participate in the review of a transaction in which that member has an interest. The Committee has the discretion to approve any transaction which it determines is in, or not inconsistent with, the best
interests of the Company and its stockholders. If for any reason a transaction with a related person has not previously been approved, the Committee will review the transaction within a reasonable period of time and either ratify the transaction or
recommend other actions, including modification, rescission or termination, taking into consideration the Companys contractual obligations. If a transaction is ongoing or consists of a series of similar transactions, the Committee will review
the transaction at least annually and either ratify the continuation of the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Companys contractual obligations. The policy
provides certain exceptions, including compensation approved by the Board or its Compensation Committee.
The
husband of Amy D. Husted, Vice President and General Counsel of the Company, is a partner in the law firm of Strasburger & Price, LLP. The Company paid the law firm $830,000 in 2017 for legal services. Mr. Grzebinski approves each
engagement of the firm by the Company and the payment of fees billed by the firm.
CORPORATE GOVERNANCE
Business Ethics Guidelines
The Board has adopted Business Ethics Guidelines that apply to all directors, officers and employees of the Company. A copy of the Business Ethics Guidelines is available on the Companys website at
www.kirbycorp.com in the Investor Relations section under Corporate Governance. The Company is required to make prompt disclosure of any amendment to or waiver of any provision of its Business Ethics Guidelines that applies to any director or
executive officer or to its chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. The Company will make any such disclosure that may be necessary by posting the disclosure
on its website at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
11
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines. A copy of the guidelines is available on the Companys website
at www.kirbycorp.com in the Investor Relations section under Corporate Governance.
Communication with Directors
Interested parties may communicate with the full Board or any individual directors, including the Chairmen of the Audit,
Compensation and Governance Committees, the presiding director or the
non-management
or independent directors as a group, by writing to them c/o Kirby Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas
77007. Complaints about accounting, internal accounting controls or auditing matters should be directed to the Chairman of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed.
Website Disclosures
The following documents and information are available on the Companys website at www.kirbycorp.com in the Investor Relations section under Corporate Governance:
|
|
|
Audit Committee Charter
|
|
|
|
Compensation Committee Charter
|
|
|
|
Governance Committee Charter
|
|
|
|
Criteria for the Selection of Directors
|
|
|
|
Business Ethics Guidelines
|
|
|
|
Corporate Governance Guidelines
|
|
|
|
Communication with Directors
|
12
BENEFICIAL OWNERSHIP OF COMMON STOCK
Beneficial Ownership of Directors and Executive Officers
The following table shows the number of shares of common stock beneficially owned by each director, each named executive officer listed in the Summary Compensation Table, and by the directors and
executive officers of the Company as a group as of March 1, 2018. Under rules of the SEC, beneficial ownership is deemed to include shares for which the individual, directly or indirectly, has or shares voting or investment power,
whether or not they are held for the individuals benefit. Except as otherwise indicated, the persons named have sole voting and investment power over the shares shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock
Beneficially Owned on March 1, 2018
|
|
|
Percent of
Common
Stock(3)
|
|
|
|
Direct(1)
|
|
|
Indirect
|
|
|
Right to
Acquire(2)
|
|
|
Total
|
|
|
DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anne-Marie N. Ainsworth
|
|
|
7,451
|
|
|
|
|
|
|
|
|
|
|
|
7,451
|
|
|
|
|
|
Richard J. Alario
|
|
|
12,627
|
|
|
|
|
|
|
|
29,153
|
|
|
|
41,780
|
|
|
|
|
|
Barry E. Davis
|
|
|
8,474
|
|
|
|
|
|
|
|
3,188
|
|
|
|
11,662
|
|
|
|
|
|
C. Sean Day
|
|
|
53,790
|
|
|
|
|
|
|
|
30,000
|
|
|
|
83,790
|
|
|
|
|
|
David W. Grzebinski
|
|
|
73,783
|
|
|
|
|
|
|
|
83,491
|
|
|
|
157,274
|
|
|
|
|
|
Monte J. Miller
|
|
|
14,401
|
|
|
|
|
|
|
|
37,276
|
|
|
|
51,677
|
|
|
|
|
|
Joseph H. Pyne
|
|
|
237,796
|
|
|
|
6,250
|
(4)
|
|
|
124,969
|
|
|
|
369,015
|
|
|
|
|
|
Richard R. Stewart
|
|
|
18,474
|
|
|
|
|
|
|
|
24,000
|
|
|
|
42,474
|
|
|
|
|
|
William M. Waterman
|
|
|
110,475
|
|
|
|
202,249
|
(5)
|
|
|
22,000
|
|
|
|
334,724
|
|
|
|
|
|
NAMED EXECUTIVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Andrew Smith (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William G. Ivey
|
|
|
22,682
|
|
|
|
|
|
|
|
38,542
|
|
|
|
61,224
|
|
|
|
|
|
Joseph H. Reniers
|
|
|
28,825
|
|
|
|
|
|
|
|
28,968
|
|
|
|
57,793
|
|
|
|
|
|
Directors and Executive Officers as a group
(22 in number)
|
|
|
703,353
|
|
|
|
209,499
|
|
|
|
512,475
|
|
|
|
1,425,327
|
|
|
|
2.4
|
%
|
(1)
|
Shares owned as of March 1, 2018 and held individually or jointly with others, or in the name of a bank, broker or nominee for the
individuals account. Also includes shares held under the Companys 401(k) Plan.
|
(2)
|
Shares with respect to which a director or executive officer has the right to acquire beneficial ownership within 60 days after March 1, 2018.
|
(3)
|
No percent of class is shown for holdings of less than 1%.
|
(4)
|
Shares are held by a trust for the benefit of Mr. Pynes daughter.
|
(5)
|
Shares are held by a trust for the benefit of Mr. Watermans wife and adult children. Mr. Watermans wife is a trustee of the
trust. Mr. Waterman disclaims beneficial ownership of the trust shares.
|
(6)
|
The Company does not have current beneficial ownership information for Mr. Smith, former Chief Financial Officer, who left the Company on
September 7, 2017.
|
13
Principal Stockholders
The following table and notes set forth information as of the dates indicated concerning persons known to the Company to
be the beneficial owner of more than 5% of the Companys outstanding common stock, based on filings with the SEC:
|
|
|
|
|
|
|
|
|
Name and Address
|
|
Number of Shares
Beneficially Owned
|
|
|
Percent
of
Class(1)
|
|
Hushang Ansary.
c/o Parman Enterprises LLC
1000 Louisiana, Suite 5900
Houston, TX 77002
|
|
|
5,237,134
|
(2)
|
|
|
8.8
|
%
|
|
|
|
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10055
|
|
|
4,763,004
|
(3)
|
|
|
8.0
|
%
|
|
|
|
Eaton Vance Management
2 International Place
Boston, MA 02110
|
|
|
4,696,881
|
(4)
|
|
|
7.9
|
%
|
|
|
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
4,452,671
|
(5)
|
|
|
7.5
|
%
|
|
|
|
Baillie Gifford & Co
1 Greenside Row
Edinburgh EH1 3AN
Scotland, UK
|
|
|
3,131,270
|
(6)
|
|
|
5.3
|
%
|
(1)
|
Based on the Companys outstanding shares of common stock on March 1, 2018.
|
(2)
|
Based on Schedule 13G, dated September 25, 2017, filed by Hushang Ansary with the SEC.
|
(3)
|
Based on Schedule 13G, dated January 24, 2018, filed by BlackRock, Inc. with the SEC.
|
(4)
|
Based on Schedule 13G/A, dated February 14, 2018, filed by Eaton Vance Management with the SEC.
|
(5)
|
Based on Schedule 13G/A, dated February 7, 2018, filed by The Vanguard Group with the SEC.
|
(6)
|
Based on Schedule 13G, dated January 26, 2018, filed by Baillie Gifford & Co with the SEC.
|
Section 16(a) Beneficial Ownership Reporting Compliance
The Companys directors and executive officers, and persons who own beneficially more than 10% of the Companys
common stock, are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of beneficial ownership and changes in beneficial ownership of the Companys common stock with the SEC and the NYSE. Based solely on a
review of the copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that its executive officers and directors complied with all Section 16(a) filing requirements during
2017.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
Named Executive Officers
The Companys named executive officers for 2017 and their positions with the Company at the end of the
year were David W. Grzebinski, President and Chief Executive Officer for the full year and acting Chief
14
Financial Officer from September 7, 2017 through December 31, 2017, C. Andrew Smith, Executive Vice President and Chief Financial Officer from January 1, 2017 to September 7,
2017, and the three other most highly compensated executive officers for 2017, consisting of Joseph H. Pyne, Chairman of the Board, William G. Ivey, President of the Companys principal inland and offshore marine transportation subsidiaries,
and Joseph H. Reniers, President of the Companys principal distribution and services subsidiary.
Compensation for the named executive officers is provided primarily by three compensation elements: (1) base salary,
(2) annual incentive compensation and (3) long-term incentives, including stock options, restricted stock and performance awards. The overall goal of the Companys compensation program is to pay compensation competitive with similar
corporations and to align annual incentives and long-term incentives with corporate performance and a return to the Companys stockholders.
Compensation Objectives
The objectives of the compensation
program are:
|
|
|
to attract and retain senior executives with competitive compensation opportunities;
|
|
|
|
to motivate consistent performance over time; and
|
|
|
|
to encourage performance that results in increased profitability and stockholder value.
|
The Companys executive compensation program is designed to reward:
|
|
|
performance that contributes to the long-term growth and stability of the Company and the effectiveness of management in carrying out strategic
objectives identified for the Company (through the base salary);
|
|
|
|
the financial and operational success of the Company for the current year (through the annual incentive plan); and
|
|
|
|
the future growth and profitability of the Company (through long-term incentive compensation awards).
|
Company Performance
The Companys performance in 2017 was adversely affected by the continuing effects of the precipitous decline in the price of crude oil in the second half of 2014, which have included lower demand
for the transportation of crude oil and natural gas condensate and the conversion of barges from crude oil service to other cargoes, with the resulting oversupply of barges in both the inland and coastal markets and impact on utilization and rates.
Softness in the marine transportation markets was partially offset by the strong demand during the year for the remanufacture of pressure pumping equipment and overhaul of transmissions. The Company continued to generate strong cash flow with EBITDA
of $402 million and maintained a strong balance sheet with a debt to capital ratio of 24.2%. The following table summarizes a number of key financial measures for the last five years (dollars are in millions except for per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
Total assets
|
|
$
|
3,666
|
|
|
$
|
4,127
|
|
|
$
|
4,141
|
|
|
$
|
4,290
|
|
|
$
|
5,127
|
|
Total revenues
|
|
$
|
2,242
|
|
|
$
|
2,566
|
|
|
$
|
2,148
|
|
|
$
|
1,771
|
|
|
$
|
2,214
|
|
Net earnings attributable to Kirby
|
|
$
|
253
|
|
|
$
|
282
|
|
|
$
|
227
|
|
|
$
|
141
|
|
|
$
|
313
|
|
EBITDA(1)
|
|
$
|
598
|
|
|
$
|
643
|
|
|
$
|
571
|
|
|
$
|
445
|
|
|
$
|
402
|
|
Earnings per share (diluted)(1)
|
|
$
|
4.44
|
|
|
$
|
4.93
|
|
|
$
|
4.11
|
|
|
$
|
2.62
|
|
|
$
|
5.62
|
(2)
|
(1)
|
Performance measures for annual and long-term incentive compensation discussed under Elements of Compensation Annual Incentive
Compensation below.
|
(2)
|
Includes a $4.83 per share benefit from U.S. tax reform, partially offset by a $1.20 per share impairment charge and $.06 per share in severance
costs.
|
15
The Companys total stockholder return was 7.9% for the last five
years, including a negative 34.8% return for 2015, when the full effects of the recent energy industry downturn were first felt. The Company delivered total stockholder returns of 30.5% for 2013 through 2014 and 26.9% for 2016 through 2017.
Incentive Plan Payouts
The named executive officers received annual incentive compensation payouts above target amounts because the Companys results for 2017 on the key performance measures were above target amounts, but
received long-term incentive compensation payouts below target amounts because results for the 2015-2017 performance period were below target amounts on a cumulative basis.
Chief Executive Officer Compensation
Mr. Grzebinskis salary increased from an annual rate of $790,000 at the end of 2016 to an annual rate of
$801,850 (a 1.5% increase) in April 2017. He earned cash incentive compensation payments of $1,911,875 (an increase of 77% from 2016) and received equity compensation awards with a grant date fair value of $1,650,108 (the same as 2016). A total of
56% of his direct compensation (annual bonus, three-year performance award and stock options) was performance-based.
Compensation Committee
The Compensation Committee (the Committee) of the Board has the authority and responsibility to (1) determine the compensation of executive officers of the Company, (2) administer
the Companys annual incentive compensation program, (3) administer all of the Companys stock option and incentive compensation plans and grant stock options, restricted stock and other awards under the plans and (4) review and
make recommendations to the Board with respect to incentive and equity-based compensation plans and any other forms of compensation for executive officers of the Company. During 2017, the Committee was composed of three members, all of whom are
independent directors,
Non-Employee
Directors and outside directors as those terms are defined in relevant SEC and NYSE standards and federal securities and tax regulations.
The Committee does not delegate any of its authority to determine executive compensation. The Committee
considers recommendations from the Chief Executive Officer in making its compensation decisions for executive officers other than the Chief Executive Officer. The Committee will usually follow those recommendations when setting compensation for
other executive officers since the Chief Executive Officer is in the best position to evaluate the contributions of the other executive officers to the success of the Company. The Board undertakes an independent evaluation of the individual
performance of the Chief Executive Officer before the Committee sets his compensation. The Committee also engaged a compensation consultant in connection with its compensation decisions for 2017.
In determining the compensation of the named executive officers, the Committee considered all elements of total
compensation, including salary, annual incentive compensation, equity-based and other long-term incentive compensation and projected payouts under the Companys retirement plans. The Committee also relied in part on the marketplace analysis
prepared by Frederic W. Cook & Co., Inc. (the Consultant), a compensation consulting firm retained by the Committee, in determining that its compensation decisions, both as to specific elements of compensation and as to
aggregate compensation, were in a reasonable range for comparable companies and for the positions held by the named executive officers. The Committee also considered the Consultants analysis in evaluating internal pay equity among the named
executive officers. From that foundation, the Committee refined the individual compensation decisions based on a number of factors, including the prior years compensation, the performance of the Company or its business groups, individual
performance of the named executive officer, any increased responsibilities assigned to a particular executive officer, the recommendations of the Chief Executive Officer (except as to his own compensation) and considerations of internal pay equity.
However, the final decisions of the Committee are to some extent subjective and do not result from a formulaic application of any of those factors.
16
Say on Pay
At the Companys 2017 Annual Meeting, stockholders approved the compensation of the Companys named executive
officers by 92% of the votes cast. The Company interpreted the vote as an endorsement of its executive compensation policies and practices, but the Committee continues to reevaluate the principal elements of the Companys executive compensation
on an ongoing basis, although no material changes were made for 2017.
Compensation Consultant
For 2017, the Committee engaged the Consultant to provide information for the Committee to consider in making compensation
decisions. The Consultant was engaged directly by the Committee to:
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|
|
review the reference group of comparable companies used for comparisons of Company performance and executive compensation;
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|
|
perform a marketplace analysis of direct compensation for senior executive officers compared to the reference group of companies and published
compensation surveys;
|
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|
update the Committee on current trends in executive compensation;
|
|
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|
consult with the Committee concerning risks of the Companys compensation policies and practices; and
|
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|
consult with the Committee with respect to the SECs executive compensation rulemaking pursuant to the Dodd-Frank Wall Street Reform and
Consumer Protection Act.
|
At the Committees request, the Consultant addressed the six
independence factors for compensation committee advisers that are identified in SEC regulations. The Committee concluded that there were no conflicts of interest that would affect the work of the Consultant for the Committee. The Consultant was not
retained by the Company or any of its affiliates (other than the Committee) to perform any services during 2017.
Elements of Compensation
General
The Committee and management believe that the
Company is a leader in the industries in which it operates and that its employees are frequently targeted by its competitors. Therefore, the Committee generally attempts to set compensation at levels to keep pace with inflation and the competitive
market to avoid losing valuable employees.
Compensation information for a reference group of comparable
companies used by the Committee in making compensation decisions was provided by the Consultant. See Benchmarking below for more detail and a listing of the companies in the reference group.
Based on information available in January 2017 when compensation for the year was set, the Consultant determined that, in
the aggregate, four of the five named executive officers (excluding Mr. Pyne) were positioned below the median for the reference group for total cash compensation (base salary plus annual incentive bonus) and target and actual total direct
compensation, which also includes long-term incentive compensation. Since few meaningful comparisons to the reference group were available for Mr. Pyne in the role of an executive Chairman of the Board, the Committee based its decision on his
compensation for 2017 on its assessment of his continuing value as an active executive Chairman of the Board of the Company, following his successful
19-year
tenure as the Companys Chief Executive
Officer.
Salary
The Committee targets base salaries for the named executive officers at approximately the median for comparable companies. Based on information provided by the Consultant, at the beginning of 2017,
salaries of
17
Mr. Grzebinski, Mr. Ivey and Mr. Smith were below the median for comparable positions with companies in the reference group. The salaries of all named executive officers except
Mr. Reniers were increased by 1.5% in April 2017. Following the acquisition by the Company of the assets of Stewart & Stevenson LLC in September 2017, a transaction that significantly increased the size and scope of the Companys
distribution and services business, Mr. Reniers was named President of Kirby Distribution & Services, Inc., the Companys principal distribution and services subsidiary, with overall responsibility for all of the Companys
distribution and services businesses. To reflect his increased responsibilities, his salary was increased by 14% to an annual rate of $416,000.
Annual Incentive Compensation
With regard to the annual
cash incentives for executive officers, the Committee attempts to set annual incentive compensation targets at a level such that, with target performance by an executive officer and the Company, the total cash compensation (base salary plus annual
incentive bonus) for the executive officer will be at approximately the median for comparable companies and positions, but with a superior performance by an executive officer and the Company, the total cash compensation for the executive officer
will be above the median. The Committee believes that providing total annual cash compensation above the median for similar corporations and positions is appropriate since a significant portion of each executive officers total annual cash
compensation is at risk due to both individual performance factors and the Companys success in achieving the targeted performance measures described below. Annual incentive compensation constitutes a significant portion of direct cash
compensation and can vary significantly from year to year depending on the Companys achievement of the performance measures.
Based on the market analysis provided to the Committee by the Consultant, the Committee determined that the target total cash compensation for 2017 for the four named executive officers other than
Mr. Pyne would be below the median in the aggregate. Based on the Companys performance in 2017 and information available at the end of the year, actual total cash compensation for three of the four named executive officers in the
aggregate (excluding Mr. Smith, who left the Company in September) was above the median when compared to reference group and survey information for the positions with the Company they held at the end of the year.
For 2017, the Committee established the achievement by the Company of net earnings greater than $1,000,000 as the
performance goal required for any participants in the Companys annual incentive plan to receive a bonus. The Committee also established objectives for three equally weighted performance measures for the year, based on the budget for the year
that was prepared by management and approved by the Board, to serve as the basis for determining the total amount to be paid out pursuant to the annual incentive plan. Target annual incentive compensation expressed as a percentage of a
participants base salary was established for each participant in the plan and an interim incentive payment amount was determined for each participant based on the extent to which the three performance measures were achieved by each of the
Companys business groups and by the Company as a whole. The aggregate amount of the bonus pool for the year was equal to the sum of the interim incentive payment amounts so determined for all participants. The interim incentive payment amount
for each participant served as a guideline for the individual awards, but each individual bonus could be above or below that level. However, in no event would a bonus paid to any participant exceed 200% of the target bonus for that participant. The
Committee could decrease (but not increase) the bonus paid to any participant below that maximum amount based on such quantitative or qualitative criteria as the Committee determined to be appropriate.
The three performance measures were EBITDA, return on total capital and earnings per share. EBITDA for the year is
calculated by adding the following amounts shown in the Companys audited financial statements: (1) net earnings attributable to Kirby, (2) depreciation and amortization, (3) interest expense, (4) provision for taxes on
income and (5) impairment of long-lived assets. Return on total capital for the year is calculated by dividing (i) net earnings attributable to Kirby plus provision for taxes on income plus interest expense by (ii) the average of total
equity plus long-term debt for the year. Earnings per share is diluted net earnings per share attributable to the Companys common stockholders as shown in the Companys Consolidated Statements of Earnings.
18
In addition to the target bonus established for each participant in the
annual incentive plan, the Committee also established a range of possible incentive compensation payments, with no payment unless at least 80% of the target performance is achieved and a maximum possible award of 200% of the target amount if 120% of
the target performance is achieved. Annual incentive compensation payments for most employees of the Company itself (a holding company which conducts operations through its subsidiaries) are based entirely on the performance of the Company as a
whole. Payments for the heads of the Companys business groups and for certain management level employees with responsibilities for more than one business group are generally based partly on the performance of the business groups and partly on
overall Company performance.
For 2017, the Company exceeded $1,000,000 in net earnings, the performance goal
that had to be achieved for any plan participants to receive incentive payments. In addition, the target and actual amounts for the three additional performance measures for the Company were:
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|
|
|
|
Target
|
|
Actual(1)
|
EBITDA
|
|
$374 million
|
|
$408 million
|
Return on total capital
|
|
5.7%
|
|
6.1%
|
Earnings per share
|
|
$1.82
|
|
$2.05
|
(1)
|
Excludes a $4.83 per share benefit from U.S. tax reform, partially offset by a $1.20 per share impairment charge and $.06 per share in severance
costs. All three items were excluded in determining annual incentive compensation payouts.
|
For 2017, the Committee set the target annual incentive compensation for the named executive officers at the following
percentages of base salary: Mr. Grzebinski (100%), Mr. Pyne (90%), Mr. Smith (70%), Mr. Ivey (70%) and Mr. Reniers (70%). The target percentages were set at levels which the Committee determined, based in part on analysis by the
Consultant, are commensurate with their responsibilities, consistent with the Companys executive compensation philosophy, internally equitable and competitive for executives with their qualifications and experience. Payouts under the annual
incentive plan for 2017 were 146.1% of the target amount for Mr. Pyne, Mr. Grzebinski and Mr. Reniers (employees of the parent Company), and 129.4% of the target for Mr. Ivey whose payout is based on a blend of Company
performance and the performance of the Companys two principal marine transportation subsidiaries.
The
Committee awarded an amount equal to the interim incentive payment calculated under the plan, without adjustment, to each named executive officer for 2017 after determining that the performance of each of the officers met expectations for the year.
Those determinations for the Chairman of the Board and the Chief Executive Officer were based on the performance evaluation of the Chief Executive Officer conducted by the Board under the guidance of the Governance Committee, on the extent of the
Companys achievement of its financial, operational and strategic goals for 2017 and on the Boards interaction on a regular basis with both officers. The determination for the other named executive officers was based primarily on
evaluations and recommendations made by the Chief Executive Officer, as well as on the Boards interaction with the other named executive officers during the previous year in relation to matters in their areas of responsibility.
Long-Term Incentive Compensation
The Committees objective for long-term incentive compensation for executive officers is generally to fall between the 50th and 75th percentiles (depending on performance) in long-term incentive
compensation of similar corporations and positions. The primary long-term incentives for executive officers are stock options, restricted stock and cash performance awards. The Committee views stock option and restricted stock awards as a regular
component of compensation for executive officers, as well as for managerial level employees generally, because the Committee believes that such awards provide an incentive for key employees to remain with the Company and focus on the Companys
long-term performance. The long-term incentive compensation supplies
19
the incentive of tying a meaningful portion of total compensation to Company performance, as well as business group and individual performance. In addition, the ultimate value of the options and
shares of restricted stock granted depends on the Companys stock price, aligning the interests of recipients of the awards with the interests of the Companys stockholders.
In 2017, the Committee granted nonqualified stock options covering 75,318 shares of common stock and 45,410 shares of
restricted stock to the named executive officers. Those numbers include options and shares granted under the long-term incentive compensation program discussed below. The options were granted at a price equal to the fair market value of the
Companys common stock on the date of grant, vest in equal increments over three years and have a term of seven years. The restricted stock vests in equal increments over five years.
The Company maintains a long-term incentive compensation program for selected senior executives that is administered by
the Committee. The program allows the grant of incentive stock options, nonincentive stock options, restricted stock, performance shares and performance units (or any combination thereof). The objective of the program is to provide long-term
incentive compensation to the specified executives in an amount that falls between the 50th and 75th percentiles (depending on performance) when compared to companies or business units of similar size. The actual value realized will be based on the
Companys performance over a period of approximately three to seven years.
Under the program, the
elements of long-term compensation to be awarded, as well as the executives selected to participate, are determined each year by the Committee. For 2017, the Committee determined that the executives who would receive awards under the long-term
incentive compensation program would include the three executive officers named below and that 20% of the target value of the awards would be in the form of stock options, 40% in the form of restricted stock and 40% in the form of cash performance
awards. The target values of the awards, broken down by the three components, were as follows:
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Stock
Options
|
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|
Restricted
Stock
|
|
|
Performance
Awards
|
|
|
Total
|
|
David W. Grzebinski
|
|
$
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550,000
|
|
|
$
|
1,100,000
|
|
|
$
|
1,100,000
|
|
|
$
|
2,750,000
|
|
Joseph H. Pyne
|
|
|
500,000
|
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
2,500,000
|
|
William G. Ivey
|
|
|
200,000
|
|
|
|
400,000
|
|
|
|
400,000
|
|
|
|
1,000,000
|
|
C. Andrew Smith
|
|
|
140,000
|
|
|
|
280,000
|
|
|
|
280,000
|
|
|
|
700,000
|
|
The options vest over a three-year period and the restricted stock vests over a five-year
period. The performance awards are based on a three-year performance period beginning January 1, 2017. For Mr. Grzebinski and Mr. Pyne, the percentage of the target award paid at the end of the performance period will be based on the
Companys achievement on a cumulative basis for the three-year period of the objective levels of EBITDA, return on total capital and earnings per share established under its annual incentive plan, with the three factors equally weighted. For
Mr. Ivey, the percentage of the target award paid at the end of the performance period will be based partly on the Companys performance and partly on the performance of the Companys two principal marine transportation subsidiaries.
The awards to Mr. Smith terminated upon his resignation as Chief Financial Officer of the Company. The officers will be paid the target amount if 100% of the objective performance measures is achieved over the three-year period. The payment can
range from zero if less than 80% of the objective performance measures is achieved to a maximum of 200% of the target award for the achievement of 130% or more of the objective performance measures.
The amount and form of the long-term incentive compensation awards, including the specific mix of long-term incentive
compensation elements, were based in part on an analysis of market data on the amounts of awards and recommendations on the form of awards provided by the Consultant to the Committee.
20
Chief Executive Officer
The base salary of the Companys President and Chief Executive Officer, David W. Grzebinski, was
generally based on the same factors and criteria outlined above, which include compensation paid to chief executives of similar corporations, individual as well as corporate performance and a general correlation with the compensation of other
executive officers of the Company. The Committee set the base salary for Mr. Grzebinski at an annual rate of $801,850 effective April 1, 2017, an increase of 1.5% over his salary at the end of 2016. In setting Mr. Grzebinskis
compensation, the Committee also considered the Companys success in achieving the financial, operational and strategic corporate goals established for the previous year, as well as the annual evaluation of the Chief Executive Officers
performance conducted by the Board under the guidance of its Governance Committee. However, neither the achievement of corporate goals, the performance evaluation nor any other particular aspect of Company or individual performance is given any
specific weighting or tied by any type of formula to decisions on the Chief Executive Officers base salary or long-term incentive compensation awards. The $1,911,875 in
non-equity
incentive plan
compensation shown for Mr. Grzebinski in the Summary Compensation Table consisted of (1) $1,167,175 determined under the annual incentive plan described above and (2) a $744,700 payment earned by Mr. Grzebinski for the 2015-2017
performance period under a cash performance award granted as part of the Companys long-term incentive compensation program that was based on the formula for the performance award that was established by the Committee when the award was made at
the beginning of 2015. Based on information available at the end of the year, actual 2017 total cash compensation for Mr. Grzebinski was between the median and the 75
th
percentile, and actual total direct compensation was at the
75
th
percentile, compared to reference group and survey
data.
Retirement Plans
The Company maintains two primary retirement plans in which the named executive officers are eligible to participate on the same basis as broad categories of employees a Profit Sharing Plan and a
401(k) Plan. Most of the Companys shore-based employees are eligible to participate in the Profit Sharing Plan. The aggregate contributions made to the plan by the Company are allocated among the participants according to base salary. All
employees of the Company are eligible to participate in the 401(k) Plan, under which the Company will match employee contributions in an amount up to 3% of an employees base salary.
The Company maintains an unfunded, nonqualified Deferred Compensation Plan for Key Employees, which is designed primarily
to provide additional benefits to eligible employees to restore benefits to which they would be entitled under the Companys Profit Sharing Plan and 401(k) Plan were it not for certain limits imposed by the Internal Revenue Code. The plan is
designed to restore benefits for employees being compensated in excess of certain limits (base salary of $270,000 per annum for 2017). In 2017, the Committee approved contributions for each participant at the maximum amounts allowed by the Plan.
Perquisites and Personal Benefits
The only perquisites or other personal benefits that the Company provides to the named executive officers are an
automobile allowance that is given to approximately 180 executive and management employees and payment of the cost of club memberships that are used for both business and personal purposes. The Committee believes the personal benefits are reasonable
in amount and help the Company attract and retain key employees.
Employment/Severance Agreements
Except for accelerated vesting of outstanding stock options and restricted stock upon a qualifying termination of
employment following a change in control of the Company, and a right to receive a proportionate part of outstanding performance awards upon a change in control of the Company, there are no special compensation arrangements related to severance or
change-in-control
events. The Company has no employment agreements with any of its executive officers.
21
Benchmarking
The Committee used information provided by the Consultant to benchmark executive compensation and assist in the design of
its incentive plans. Marketplace analysis developed by the Consultant was based in part on a reference group of companies. The companies in the reference group were selected because they are of a similar size to the Company in revenue and market
capitalization, generate comparable returns on assets, equity and capital and have primary operations in at least one of the same business segments as the Company. In determining competitive market levels for the elements of executive compensation,
the Consultant used a combination of reference group proxy data and data from published compensation surveys.
The reference group companies used by the Consultant at the beginning of 2017 were:
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Archrock, Inc.
|
|
Matson, Inc.
|
|
|
Bristow Group Inc.
|
|
McDermott International, Inc.
|
|
|
GATX Corporation
|
|
Oceaneering International, Inc.
|
|
|
Genesee & Wyoming Inc.
|
|
Oil States International, Inc.
|
|
|
Helix Energy Solutions Group, Inc.
|
|
SEACOR Holdings Inc.
|
|
|
Hub Group, Inc.
|
|
SemGroup Corporation
|
|
|
J.B. Hunt Transport Services, Inc.
|
|
Superior Energy Services, Inc.
|
|
|
Kansas City Southern
|
|
Swift Transportation Company(1)
|
|
|
Knight Transportation, Inc.(1)
|
|
Werner Enterprises, Inc.
|
|
|
Landstar System, Inc.
|
|
|
(1)
|
Knight Transportation, Inc. and Swift Transportation Company merged in September 2017.
|
Based on information available at the end of the year, total cash compensation for the three named
executive officers other than Mr. Pyne and Mr. Smith, was between the median and the 75
th
percentile in the aggregate, and total direct compensation was below the median in the aggregate, for comparable companies based on reference group and survey data.
Other Compensation Matters
Compensation Related Risk
With the assistance of the
Consultant, the Committee undertook a review of the Companys compensation policies and practices and concluded that the Companys compensation programs do not encourage excessive risk taking and do not present risks that are reasonably
likely to have a material adverse effect on the Company.
Tax Considerations
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation
over $1 million paid to the Chief Executive Officer and certain other highly compensated executive officers. Prior to the enactment of the Tax Cuts and Jobs Act (the Tax Act) on December 22, 2017, certain performance-based
compensation was exempt from the deduction limit. The Tax Act eliminated the exemption for performance-based compensation effective for tax years beginning after December 31, 2017, but included a transition rule allowing the exemption for
performance-based compensation in effect on November 2, 2017 that satisfies certain conditions. It is uncertain whether performance-based compensation awarded to the Companys executive officers prior to that date will qualify for the
transition relief until the Internal Revenue Service issues further guidance on the subject.
22
Timing of Compensation Decisions
The Committee generally makes executive compensation decisions in January of each year. Options have always been granted
at an exercise price equal to the fair market value of the Companys stock on the date of grant. Options granted at the regular January meeting of the Committee, which takes place several days before the Companys public release of
earnings information for the previous year, are granted at an exercise price equal to the fair market value of the Companys stock on a specified date shortly after the earnings release, in which case the later date is considered the date of
grant.
Stock Ownership Guidelines
The Board has established stock ownership guidelines for executive officers and directors of the Company and its
subsidiaries. Executive officers must be in compliance within five years after becoming an executive officer, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, both the
executive Chairman of the Board and the Chief Executive Officer are required to own common stock of the Company having a value equal to four times base salary. For the other named executive officers, the requirement is three times base salary. As of
December 31, 2017, all named executive officers were in compliance with the stock ownership guidelines.
Hedging
The Company has adopted a policy prohibiting hedging the economic risk of ownership of Company stock. The
prohibition against hedging, as well as pledging Company stock, is part of the insider trading policy included in the Companys Business Ethics Guidelines.
Compensation Committee Report
The Compensation Committee
of the Board of Directors of the Company has reviewed and discussed with management the Compensation Discussion and Analysis in this Proxy Statement. Based on that review and discussion, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION
COMMITTEE
C. Sean Day,
Chairman
Barry E. Davis
Monte J. Miller
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Mr. Davis, Mr. Day, and Mr. Miller. None of such
persons is or has been an officer or employee of the Company or any of its subsidiaries. In 2017, no executive officer of the Company served on the board of directors or compensation committee of another entity, any of whose executive officers
served on the Board or Compensation Committee of the Company.
23
Compensation Tables
Summary Compensation Table
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|
|
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|
|
|
|
|
|
Name and Principal Position
|
|
|
|
|
Salary
|
|
|
Stock
Awards(1)
|
|
|
Option
Awards(1)
|
|
|
Non-Equity
Incentive
Plan
Compensation(2)
|
|
|
Change
in
Pension Value and
Non-Qualified
Deferred
Compensation
Earnings(3)
|
|
|
All Other
Compensation(4)
|
|
|
Total
|
|
Joseph H. Pyne
|
|
|
2017
|
|
|
$
|
682,594
|
|
|
$
|
1,000,080
|
|
|
$
|
500,004
|
|
|
$
|
1,574,543
|
|
|
$
|
5,928
|
|
|
$
|
44,831
|
|
|
$
|
3,807,980
|
|
Chairman of the Board
|
|
|
2016
|
|
|
|
675,000
|
|
|
$
|
1,000,020
|
|
|
$
|
500,004
|
|
|
$
|
1,080,575
|
|
|
$
|
(11,929
|
)
|
|
$
|
86,269
|
|
|
$
|
3,329,939
|
|
|
|
2015
|
|
|
|
668,750
|
|
|
|
1,000,020
|
|
|
|
500,004
|
|
|
|
1,803,204
|
|
|
|
(37,233
|
)
|
|
|
148,467
|
|
|
|
4,083,212
|
|
|
|
|
|
|
|
|
|
|
David W. Grzebinski
|
|
|
2017
|
|
|
|
798,888
|
|
|
|
1,100,100
|
|
|
|
550,008
|
|
|
|
1,911,875
|
|
|
|
|
|
|
|
20,279
|
|
|
|
4,381,150
|
|
President and Chief Executive Officer
|
|
|
2016
|
|
|
|
790,000
|
|
|
|
1,100,160
|
|
|
|
550,008
|
|
|
|
1,078,300
|
|
|
|
|
|
|
|
83,584
|
|
|
|
3,602,052
|
|
|
|
2015
|
|
|
|
767,500
|
|
|
|
1,100,100
|
|
|
|
550,008
|
|
|
|
961,258
|
|
|
|
|
|
|
|
146,320
|
|
|
|
3,525,186
|
|
|
|
|
|
|
|
|
|
|
C. Andrew Smith (5)
|
|
|
2017
|
|
|
|
278,536
|
|
|
|
|
|
|
|
|
|
|
|
137,720
|
|
|
|
|
|
|
|
48,345
|
|
|
|
464,601
|
|
Executive Vice President
and Chief Financial Officer
|
|
|
2016
|
|
|
|
400,000
|
|
|
|
279,960
|
|
|
|
140,004
|
|
|
|
348,300
|
|
|
|
|
|
|
|
54,348
|
|
|
|
1,222,612
|
|
|
|
2015
|
|
|
|
387,500
|
|
|
|
280,080
|
|
|
|
139,968
|
|
|
|
203,166
|
|
|
|
|
|
|
|
87,157
|
|
|
|
1,097,871
|
|
|
|
|
|
|
|
|
|
|
William G. Ivey
|
|
|
2017
|
|
|
|
420,680
|
|
|
|
400,020
|
|
|
|
200,052
|
|
|
|
697,852
|
|
|
|
|
|
|
|
28,585
|
|
|
|
1,747,189
|
|
President Kirby Inland Marine, LP
and Kirby Offshore Marine, LLC
|
|
|
2016
|
|
|
|
416,000
|
|
|
|
400,080
|
|
|
|
200,016
|
|
|
|
480,579
|
|
|
|
|
|
|
|
56,320
|
|
|
|
1,552,995
|
|
|
|
2015
|
|
|
|
412,000
|
|
|
|
400,080
|
|
|
|
200,016
|
|
|
|
482,208
|
|
|
|
|
|
|
|
92,360
|
|
|
|
1,586,664
|
|
|
|
|
|
|
|
|
|
|
Joseph H. Reniers
|
|
|
2017
|
|
|
|
379,392
|
|
|
|
327,600
|
|
|
|
163,584
|
|
|
|
388,004
|
|
|
|
|
|
|
|
23,544
|
|
|
|
1,282,124
|
|
President Kirby Distribution &
Services, Inc.
|
|
|
2016
|
|
|
|
348,750
|
|
|
|
1,283,280
|
|
|
|
541,740
|
|
|
|
148,916
|
|
|
|
|
|
|
|
40,238
|
|
|
|
2,362,924
|
|
|
|
2015
|
|
|
|
334,282
|
|
|
|
283,440
|
|
|
|
141,696
|
|
|
|
175,264
|
|
|
|
|
|
|
|
68,636
|
|
|
|
1,003,318
|
|
(1)
|
The amounts included in the Stock Awards and Option Awards columns represent the grant date fair value related to restricted
stock awards and option grants to the named executive officers, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 9, Stock Award Plans, in the Companys consolidated financial statements
included in the Annual Report on Form
10-K
for the year ended December 31, 2017. The actual number of stock awards and options granted in 2017 is shown in the Grants of Plan Based Awards During
2017 table.
|
(2)
|
Amounts include payments under the Companys annual incentive plan and payments pursuant to three-year performance awards. Both the annual
incentive plan and the performance awards are described in more detail in the Compensation Discussion and Analysis above.
|
(3)
|
The amounts for Mr. Pyne reflect the aggregate change during 2017, 2016 and 2015 in the present value of his accumulated benefit under a
Deferred Compensation Agreement with Kirby Inland Marine, LP.
|
(4)
|
Amounts for 2017 include an automobile allowance, club memberships, 401(k) Plan match, group life insurance and personal use of Company plane for
Mr. Pyne, an automobile allowance, club membership, 401(k) Plan match and group life insurance for Mr. Grzebinski, Mr. Ivey and Mr. Reniers and an automobile allowance, club membership, 401(k) Plan match, group life insurance and
health spending account contribution for Mr. Smith. The Companys contributions under the Companys Profit Sharing Plan and Deferred Compensation Plan for Key Employees for 2017, which would otherwise be included in this column, have
not been determined as of the date of this Proxy Statement. For 2016, the Companys contributions under the Profit Sharing Plan were as follows: $14,589 to Mr. Pyne, $14,589 to Mr. Grzebinski, $14,589 to Mr. Smith, $14,589 to
Mr. Ivey and $14,589 to Mr. Reniers. For 2016, the Companys contributions under the Deferred Compensation Plan for Key Employees were as follows: $34,891 to Mr. Pyne, $44,678 to Mr. Grzebinski, $11,489 to Mr. Smith,
$12,850 to Mr. Ivey and $7,127 to Mr. Reniers.
|
(5)
|
Mr. Smith left the Company on September 7, 2017.
|
24
Grants of Plan Based Awards During 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
|
Estimated Future Payouts
Under
Non-Equity
Incentive
Plan Awards(1)
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock
or
Units(2)
|
|
|
All
Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
|
|
|
Exercise
Price of
Option
Awards
($/sh)(4)
|
|
|
Grant Date
Fair Value
of Stock
and
Option
Awards(5)
|
|
Name
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
Joseph H. Pyne
|
|
|
02/06/17
|
|
|
$
|
200,000
|
|
|
$
|
1,000,000
|
|
|
$
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,600
|
|
|
|
|
|
|
|
|
|
|
$
|
1,000,080
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,213
|
|
|
$
|
68.50
|
|
|
|
500,004
|
|
|
|
|
|
|
|
|
|
|
David W. Grzebinski
|
|
|
02/06/17
|
|
|
|
220,000
|
|
|
|
1,100,000
|
|
|
|
2,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,060
|
|
|
|
|
|
|
|
|
|
|
|
1,100,100
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,634
|
|
|
|
68.50
|
|
|
|
550,008
|
|
|
|
|
|
|
|
|
|
|
C. Andrew Smith(6)
|
|
|
02/06/17
|
|
|
|
56,000
|
|
|
|
280,000
|
|
|
|
560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,090
|
|
|
|
|
|
|
|
|
|
|
|
280,140
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,780
|
|
|
|
68.50
|
|
|
|
140,004
|
|
|
|
|
|
|
|
|
|
|
William G. Ivey
|
|
|
02/06/17
|
|
|
|
80,000
|
|
|
|
400,000
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,840
|
|
|
|
|
|
|
|
|
|
|
|
400,020
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,687
|
|
|
|
68.50
|
|
|
|
200,052
|
|
|
|
|
|
|
|
|
|
|
Joseph H. Reniers
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,140
|
|
|
|
|
|
|
|
|
|
|
|
283,620
|
|
|
|
|
02/06/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,861
|
|
|
|
68.50
|
|
|
|
141,696
|
|
|
|
|
09/18/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
680
|
|
|
|
|
|
|
|
|
|
|
|
43,980
|
|
|
|
|
09/18/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,143
|
|
|
|
64.65
|
|
|
|
21,888
|
|
(1)
|
Amounts shown represent long-term performance awards made to the four of the five named executive officers in 2017 for the 2017-2019 performance
period under the Companys long-term incentive compensation program. The performance awards are based on a three-year performance period beginning January 1, 2017. 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, return on total capital and earnings per share established under the Companys annual
incentive plan. The threshold amount is payable if 80% of the performance target is achieved and the maximum amount is payable if 130% or more of the performance target is achieved; if less than 80% is achieved, there is no payment. For 2017, the
first year of the performance period, the Company and its business groups achieved approximately
94%-109%,
of the target performance measures (depending on the weighting for the different participants), but
any 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 shares of restricted stock awarded in 2017 under the Companys 2005 Stock and Incentive Plan. The restricted stock
granted on February 6, 2017 vests 20% on January 24th of each year following the original award dates. The restricted stock granted to Mr. Reniers on September 18, 2017 vests 20% on September 18th of each year following the original
award date.
|
(3)
|
Represents the number of stock options awarded in 2017 under the Companys 2005 Stock and Incentive Plan. The options granted on
February 6, 2017 and September 18, 2017 become exercisable
one-third
after one year,
two-thirds
after two years, and are fully exercisable after three years
from the dates of grant. No stock appreciation rights were granted with the stock options.
|
(4)
|
The exercise price per share is equal to the closing price per share of the Companys common stock on the date of grant.
|
(5)
|
The grant date fair values are calculated based in accordance with FASB ASC Topic 718. For restricted stock awarded, the shares are valued at the
closing stock price of the Companys common stock on the date of grant, resulting in a fair value of $68.50 per share on February 6, 2017 and $64.65 per share on September 18, 2017. The Black-Scholes option pricing model is used to
determine the fair value of stock options, resulting in a fair value of $20.65 per share on February 6, 2017 and $19.14 per share on September 18, 2017.
|
(6)
|
Mr. Smith left the Company on September 7, 2017.
|
25
Outstanding Equity Awards at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have Not
Vested(2)
|
|
|
Market Value of
Shares or Units
of Stock That
Have Not
Vested(3)
|
|
Joseph H. Pyne
|
|
|
29,413
|
|
|
|
|
|
|
$
|
46.74
|
|
|
|
01/31/18
|
|
|
|
46,015
|
|
|
$
|
3,073,802
|
|
|
|
|
30,193
|
|
|
|
|
|
|
|
65.28
|
|
|
|
02/15/19
|
|
|
|
|
|
|
|
|
|
|
|
|
31,742
|
|
|
|
|
|
|
|
70.65
|
|
|
|
02/04/20
|
|
|
|
|
|
|
|
|
|
|
|
|
13,752
|
|
|
|
|
|
|
|
104.37
|
|
|
|
03/10/21
|
|
|
|
|
|
|
|
|
|
|
|
|
13,238
|
|
|
|
6,619
|
|
|
|
74.99
|
|
|
|
02/02/22
|
|
|
|
|
|
|
|
|
|
|
|
|
10,677
|
|
|
|
21,354
|
|
|
|
51.23
|
|
|
|
02/01/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,213
|
|
|
|
68.50
|
|
|
|
02/06/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David W. Grzebinski
|
|
|
6,128
|
|
|
|
|
|
|
|
46.74
|
|
|
|
01/31/18
|
|
|
|
46,579
|
|
|
|
3,111,477
|
|
|
|
|
8,052
|
|
|
|
|
|
|
|
65.28
|
|
|
|
02/15/19
|
|
|
|
|
|
|
|
|
|
|
|
|
9,069
|
|
|
|
|
|
|
|
70.65
|
|
|
|
02/04/20
|
|
|
|
|
|
|
|
|
|
|
|
|
7,041
|
|
|
|
|
|
|
|
96.85
|
|
|
|
01/02/21
|
|
|
|
|
|
|
|
|
|
|
|
|
5,118
|
|
|
|
|
|
|
|
101.46
|
|
|
|
02/25/21
|
|
|
|
|
|
|
|
|
|
|
|
|
14,562
|
|
|
|
7,281
|
|
|
|
74.99
|
|
|
|
02/02/22
|
|
|
|
|
|
|
|
|
|
|
|
|
11,745
|
|
|
|
23,490
|
|
|
|
51.23
|
|
|
|
02/01/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,634
|
|
|
|
68.50
|
|
|
|
02/06/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William G. Ivey
|
|
|
6,794
|
|
|
|
|
|
|
|
65.28
|
|
|
|
02/15/19
|
|
|
|
17,660
|
|
|
|
1,179,688
|
|
|
|
|
6,348
|
|
|
|
|
|
|
|
70.65
|
|
|
|
02/04/20
|
|
|
|
|
|
|
|
|
|
|
|
|
5,685
|
|
|
|
|
|
|
|
101.46
|
|
|
|
02/25/21
|
|
|
|
|
|
|
|
|
|
|
|
|
5,296
|
|
|
|
2,648
|
|
|
|
74.99
|
|
|
|
02/02/22
|
|
|
|
|
|
|
|
|
|
|
|
|
4,271
|
|
|
|
8,542
|
|
|
|
51.23
|
|
|
|
02/01/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,687
|
|
|
|
68.50
|
|
|
|
02/06/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph H. Reniers
|
|
|
3,500
|
|
|
|
|
|
|
|
46.74
|
|
|
|
01/31/18
|
|
|
|
28,890
|
|
|
|
1,929,852
|
|
|
|
|
4,731
|
|
|
|
|
|
|
|
66.72
|
|
|
|
02/06/19
|
|
|
|
|
|
|
|
|
|
|
|
|
6,174
|
|
|
|
|
|
|
|
70.65
|
|
|
|
02/04/20
|
|
|
|
|
|
|
|
|
|
|
|
|
3,861
|
|
|
|
|
|
|
|
93.64
|
|
|
|
02/03/21
|
|
|
|
|
|
|
|
|
|
|
|
|
237
|
|
|
|
|
|
|
|
101.46
|
|
|
|
02/25/21
|
|
|
|
|
|
|
|
|
|
|
|
|
3,752
|
|
|
|
1,876
|
|
|
|
74.99
|
|
|
|
02/02/22
|
|
|
|
|
|
|
|
|
|
|
|
|
3,025
|
|
|
|
6,050
|
|
|
|
51.23
|
|
|
|
02/01/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,500
|
|
|
|
64.89
|
|
|
|
05/02/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,861
|
|
|
|
68.50
|
|
|
|
02/06/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,143
|
|
|
|
64.65
|
|
|
|
09/18/24
|
|
|
|
|
|
|
|
|
|
(1)
|
The unexercisable options held by the named executive officers are exercisable or become exercisable, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
Vesting Date
|
|
|
Joseph H. Pyne
|
|
|
David W. Grzebinski
|
|
|
William G. Ivey
|
|
|
Joseph H. Reniers
|
|
02/02/15
|
|
|
02/02/18
|
|
|
|
6,619
|
|
|
|
7,281
|
|
|
|
2,648
|
|
|
|
1,876
|
|
|
|
|
|
|
|
02/01/16
|
|
|
02/01/18
|
|
|
|
10,677
|
|
|
|
11,745
|
|
|
|
4,271
|
|
|
|
3,025
|
|
|
|
|
02/01/19
|
|
|
|
10,677
|
|
|
|
11,745
|
|
|
|
4,271
|
|
|
|
3,025
|
|
|
|
|
|
|
|
05/02/16
|
|
|
05/02/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,500
|
|
|
|
|
|
|
|
02/06/17
|
|
|
02/06/18
|
|
|
|
8,071
|
|
|
|
8,878
|
|
|
|
3,229
|
|
|
|
2,287
|
|
|
|
|
02/06/19
|
|
|
|
8,071
|
|
|
|
8,878
|
|
|
|
3,229
|
|
|
|
2,287
|
|
|
|
|
02/06/20
|
|
|
|
8,071
|
|
|
|
8,878
|
|
|
|
3,229
|
|
|
|
2,287
|
|
|
|
|
|
|
|
09/18/17
|
|
|
09/18/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381
|
|
|
|
|
09/18/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381
|
|
|
|
|
09/18/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381
|
|
26
(2)
|
The vesting dates of the restricted stock awards for the named executive officers are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Vesting
Dates
|
|
|
01/28/13
|
|
|
02/04/13
|
|
|
01/02/14
|
|
|
02/03/14
|
|
|
02/25/14
|
|
|
03/10/14
|
|
|
02/02/15
|
|
|
02/01/16
|
|
|
05/02/16
|
|
|
02/06/17
|
|
|
09/18/17
|
|
|
Total
|
|
Joseph H. Pyne
|
|
|
01/24/18
|
|
|
|
|
|
|
|
3,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,917
|
|
|
|
2,667
|
|
|
|
3,904
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
15,372
|
|
|
|
|
01/24/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,917
|
|
|
|
2,667
|
|
|
|
3,904
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
11,408
|
|
|
|
|
01/24/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,667
|
|
|
|
3,904
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
9,491
|
|
|
|
|
01/24/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,904
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
6,824
|
|
|
|
|
01/24/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David W. Grzebinski
|
|
|
01/24/18
|
|
|
|
|
|
|
|
1,133
|
|
|
|
992
|
|
|
|
|
|
|
|
710
|
|
|
|
|
|
|
|
2,934
|
|
|
|
4,295
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
13.276
|
|
|
|
|
01/24/19
|
|
|
|
|
|
|
|
|
|
|
|
992
|
|
|
|
|
|
|
|
710
|
|
|
|
|
|
|
|
2,934
|
|
|
|
4,295
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
12.143
|
|
|
|
|
01/24/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,934
|
|
|
|
4,295
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
10.441
|
|
|
|
|
01/24/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,295
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
7,507
|
|
|
|
|
01/24/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
3.212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William G. Ivey
|
|
|
01/24/18
|
|
|
|
|
|
|
|
793
|
|
|
|
|
|
|
|
|
|
|
|
789
|
|
|
|
|
|
|
|
1,067
|
|
|
|
1,562
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
5,379
|
|
|
|
|
01/24/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
789
|
|
|
|
|
|
|
|
1,067
|
|
|
|
1,562
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
4,586
|
|
|
|
|
01/24/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,067
|
|
|
|
1,562
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
3,797
|
|
|
|
|
01/24/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,562
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
2,730
|
|
|
|
|
01/24/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph H. Reniers
|
|
|
01/24/18
|
|
|
|
834
|
|
|
|
|
|
|
|
|
|
|
|
534
|
|
|
|
33
|
|
|
|
|
|
|
|
756
|
|
|
|
1,106
|
|
|
|
|
|
|
|
828
|
|
|
|
|
|
|
|
4,091
|
|
|
|
|
01/24/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
534
|
|
|
|
33
|
|
|
|
|
|
|
|
756
|
|
|
|
1,106
|
|
|
|
|
|
|
|
828
|
|
|
|
|
|
|
|
3,257
|
|
|
|
|
01/24/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
756
|
|
|
|
1,106
|
|
|
|
|
|
|
|
828
|
|
|
|
|
|
|
|
2,690
|
|
|
|
|
01/24/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,106
|
|
|
|
|
|
|
|
828
|
|
|
|
|
|
|
|
1,934
|
|
|
|
|
01/24/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
828
|
|
|
|
|
|
|
|
828
|
|
|
|
|
05/02/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,410
|
|
|
|
|
|
|
|
|
|
|
|
15,410
|
|
|
|
|
09/18/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
136
|
|
|
|
|
09/18/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
136
|
|
|
|
|
09/18/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
136
|
|
|
|
|
09/18/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
136
|
|
|
|
|
09/18/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
136
|
|
(3)
|
The market value of the shares of restricted stock that had not vested as of December 31, 2017 is calculated using the closing price of the
Companys common stock on December 29, 2017, which was $66.80 per share.
|
Option Exercises and
Stock Vested During 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise
|
|
|
Value Realized
on Exercise(1)
|
|
|
Number of Shares
Acquired on
Vesting
|
|
|
Value Realized
on Vesting(2)
|
|
Joseph H. Pyne
|
|
|
|
|
|
$
|
|
|
|
|
16,128
|
|
|
$
|
1,067,674
|
|
David W. Grzebinski
|
|
|
8,910
|
|
|
|
331,007
|
|
|
|
11,045
|
|
|
|
731,179
|
|
C. Andrew Smith
|
|
|
2,990
|
|
|
|
39,677
|
|
|
|
3,380
|
|
|
|
223,756
|
|
William G. Ivey
|
|
|
|
|
|
|
|
|
|
|
5,039
|
|
|
|
333,582
|
|
Joseph H. Reniers
|
|
|
4,000
|
|
|
|
132,200
|
|
|
|
4,018
|
|
|
|
265,992
|
|
(1)
|
Based on the closing price of the Companys common stock on the date of exercise.
|
(2)
|
Based on the closing price of the Companys common stock on the date of vesting.
|
27
Pension Benefits
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Present
Value of
Accumulated
Benefit
|
|
Joseph H. Pyne
|
|
Kirby Inland Marine LP
Deferred Compensation Plan(1)
|
|
$
|
611,010
|
|
(1)
|
Kirby Inland Marine, LP has an unfunded Deferred Compensation Agreement with Mr. Pyne in connection with his previous employment as its
President. Mr. Pyne has enough years of service to qualify for the maximum payment of $4,175 per month under the agreement. The agreement provides for benefits to Mr. Pyne of $4,175 per month commencing upon the later of his severance from
the employment of the Company or his 65th birthday and continuing until the month of his death. If Mr. Pyne should die prior to receiving such deferred compensation, the agreement provides for monthly payments to his beneficiary for a period of
not less than 60 nor more than 120 months, depending on the circumstances. The agreement also provides that no benefits will be paid if Mr. Pyne is terminated for a wrongful action (as defined in the agreement). Mr. Pyne
received no payments under the agreement during 2017.
|
Nonqualified Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Registrant
Contributions in
Last Fiscal
Year(1)
|
|
|
Aggregate
Earnings in
Last Fiscal Year(2)
|
|
|
Aggregate
Balance at
Last Fiscal Year End
|
|
Joseph H. Pyne
|
|
$
|
|
|
|
$
|
364,579
|
|
|
$
|
3,239,344
|
|
David W. Grzebinski
|
|
|
|
|
|
|
45,516
|
|
|
|
354,268
|
|
C. Andrew Smith
|
|
|
|
|
|
|
5,287
|
|
|
|
33,676
|
|
William G. Ivey
|
|
|
|
|
|
|
50,528
|
|
|
|
374,373
|
|
Joseph H. Reniers
|
|
|
|
|
|
|
3,037
|
|
|
|
25,774
|
|
(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 Companys 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 $270,000 for 2017). Contributions for 2017, which would otherwise be included in
this column, have not been determined as of the date of this Proxy Statement. For 2016, the Companys contributions under the Deferred Compensation Plan for Key Employees were as follows: $34,891 to Mr. Pyne, $44,678 to
Mr. Grzebinski, $11,489 to Mr. Smith, $12,850 to Mr. Ivey and $7,127 to Mr. Reniers. Mr. Smith, who left the Company on September 7, 2017, was 60% vested in the Deferred Compensation Plan and therefore forfeited $20,839
of the aggregate balance on September 7, 2017.
|
(2)
|
Earnings and losses on deferred compensation under the Deferred Compensation Plan for Key Employees are calculated in the same manner and at the
same rate as earnings and losses on externally managed investments of salaried employees participating in the Companys Profit Sharing Plan.
|
28
Equity Compensation Plan Information as of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
654,655
|
|
|
$
|
66.45
|
|
|
|
1,805,296
|
|
Equity compensation plans not approved by stockholders(1)
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157,617
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$
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67.54
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510,071
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Total
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812,272
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$
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66.66
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2,315,367
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(1)
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The only plan included in the table that was adopted without stockholder approval was the 2000 Nonemployee Director Stock Plan, the material
features of which are summarized under BOARD OF DIRECTORS Director Compensation. Subsequent increases in the number of shares that may be issued under that plan were approved by the stockholders in 2008 and 2012.
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Potential Payments Upon Change in Control
The Companys 2005 Stock and Incentive Plan (the Plan) provides for accelerated vesting of stock options
and restricted stock 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 as those terms are defined in the Plan. If a change in control and qualifying termination of employment were to have occurred on December 31, 2017, all of the named
executive officers outstanding options to acquire Company common stock would have become immediately exercisable and all of the restricted stock awards granted to the named executive officers would have also immediately vested. The value of
the stock options and restricted stock awards in the summaries for each officer below is based on the Companys closing market price of $66.80 per share on December 29, 2017.
If a change in control were to have occurred on December 31, 2017, performance awards would have been considered
earned so that holders of the awards would have been entitled to receive the target performance award the holder could have earned for the proportionate part of the performance period prior to the change in control.
Joseph H. Pyne
Mr. Pynes options to purchase an aggregate of 21,354 shares of common stock would have become fully exercisable on December 31, 2017 if a change in control and qualifying termination of
employment had occurred on that date. Under the terms of Mr. Pynes stock option agreements, he would have to pay $1,093,965 to purchase the option shares. Accordingly, the maximum value of the accelerated vesting of the 21,354 option
shares would have been $332,482 ($66.80 per share value on December 29, 2017, multiplied by 21,354 shares minus $1,093,965, the aggregate price of the options). All other options held by Mr. Pyne on December 31, 2017 have an exercise
price higher than the Companys closing market price of $66.80 per share on December 29, 2017.
Mr. Pyne had 46,015 shares of restricted stock that were not vested as of December 31, 2017. If a change in
control and qualifying termination of employment had occurred on that date, the 46,015 shares would have become fully vested. The maximum value of the accelerated vesting of Mr. Pynes restricted stock would have been $3,073,802 ($66.80
per share value on December 29, 2017, multiplied by 46,015 restricted shares).
On December 31,
2017, Mr. Pyne would have become entitled to payments under previously granted performance awards of $902,000 if a change in control had occurred on that date.
29
David W. Grzebinski
Mr. Grzebinskis options to purchase an aggregate of 23,490 shares of common stock would have become fully
exercisable on December 31, 2017 if a change in control and qualifying termination of employment had occurred on that date. Under the terms of Mr. Grzebinskis stock option agreements, he would have to pay $1,203,393 to purchase the
option shares. Accordingly, the maximum value of the accelerated vesting of the 23,490 option shares would have been $365,739 ($66.80 per share value on December 29, 2017, multiplied by 23,490 shares minus $1,203,393, the aggregate price of the
options). All other options held by Mr. Grzebinski on December 31, 2017 have an exercise price higher than the Companys closing market price of $66.80 per share on December 29, 2017.
Mr. Grzebinski had 46,579 shares of restricted stock that were not vested as of December 31, 2017. If a change
in control and qualifying termination of employment had occurred on that date, the 46,579 shares would have become fully vested. The maximum value of the accelerated vesting of Mr. Grzebinskis restricted stock would have been $3,111,477
($66.80 per share value on December 29, 2017, multiplied by 46,579 restricted shares).
On
December 31, 2017, Mr. Grzebinski would have become entitled to payments under previously granted performance awards of $992,200 if a change in control had occurred on that date.
William G. Ivey
Mr. Iveys options to purchase an aggregate of 8,542 shares of common stock would have become fully exercisable on December 31, 2017 if a change in control and qualifying termination of
employment had occurred on that date. Under the terms of Mr. Iveys stock option agreements, he would have to pay $437,607 to purchase the option shares. Accordingly, the maximum value of the accelerated vesting of the 8,542 option shares
would have been $132,999 ($66.80 per share value on December 29, 2017, multiplied by 8,542 shares minus $437,607, the aggregate price of the options). All other options held by Mr. Ivey on December 31, 2017 have an exercise price
higher than the Companys closing market price of $66.80 per share on December 31, 2017.
Mr. Ivey had 17,660 shares of restricted stock that were not vested as of December 31, 2017. If a change in
control and qualifying termination of employment had occurred on that date, the 17,660 shares would have become fully vested. The maximum value of the accelerated vesting of Mr. Iveys restricted stock would have been $1,179,688 ($66.80
per share value on December 29, 2017, multiplied by 17,660 restricted shares).
On December 31, 2017, Mr.
Ivey would have become entitled to payments under previously granted performance awards of $376,400 if a change in control had occurred on that date.
Joseph H. Reniers
Mr. Reniers options to
purchase an aggregate of 22,693 shares of common stock would have become fully exercisable on December 31, 2017 if a change in control and qualifying termination of employment had occurred on that date. Under the terms of Mr. Reniers
stock option agreements, he would have to pay $1,389,631 to purchase the option shares. Accordingly, the maximum value of the accelerated vesting of the 22,693 option shares would have been $126,261 ($66.80 per share value on December 29, 2017,
multiplied by 22,693 shares minus $1,389,631, the aggregate price of the options). All other options held by Mr. Reniers on December 31, 2017 have an exercise price higher than the Companys closing market price of $66.80 per share on
December 29, 2017.
Mr. Reniers had 28,890 shares of restricted stock that were not vested as of
December 31, 2017. If a change in control and qualifying termination of employment had occurred on that date, the 28,890 shares would have become fully vested. The maximum value of the accelerated vesting of Mr. Renierss restricted
stock would have been $1,929,852 ($66.80 per share value on December 29, 2017, multiplied by 28,890 restricted shares).
30
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 Chief Executive Officer (CEO).
For 2017, our last completed fiscal year, the median of the annual total compensation of all employees of the Company and its marine transportation and distribution and services segments (other than our
CEO and other than as explained below) was $83,772, and the annual total compensation of our CEO was $4,381,150.
Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 52:1.
To determine the median of the annual total compensation of all employees of the Company and its marine transportation
and distribution and services segments (other than our CEO), we identified our total employee population as of December 31, 2017, which consisted of approximately 3,996 employees and excluded approximately 1,376 employees who were added to the
distribution and services segment through the acquisition of Stewart & Stevenson LLC and approximately 19 employees added to the marine transportation segment through the acquisition of Sneed Shipbuilding, Inc., both during 2017.
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 2017. 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 2017. 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.
31
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company is responsible for monitoring the integrity of the
Companys financial reporting, accounting procedures and internal controls. The Audit Committee is composed of four directors, all of whom are independent within the meaning of SEC and NYSE rules. The Audit Committee operates under a written
charter adopted by the Board.
Management is primarily responsible for the Companys financial reporting
process and internal controls. The Companys independent auditors are responsible for performing an audit of the Companys financial statements and issuing a report on the conformity of the financial statements with generally accepted
accounting principles. The Companys independent auditors are also responsible for performing an audit of the Companys internal control over financial reporting. The Audit Committee is responsible for overseeing those processes.
The Audit Committee has reviewed and discussed the audited financial statements of the Company for the year
ended December 31, 2017 with management and the independent auditors. The Audit Committee also (a) discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public
Company Accounting Oversight Board (the PCAOB), (b) received the written disclosures and letter from the independent auditors required by the PCAOB regarding the independent auditors communications with the Audit Committee
concerning independence and (c) discussed with the independent auditors their independence.
Based on the
Audit Committees review of the audited financial statements for the year ended December 31, 2017 and the Audit Committees discussions with management and the independent auditors, the Audit Committee recommended to the Board of
Directors of the Company that the audited financial statements be included in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017, which has been filed with the Securities
and Exchange Commission.
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AUDIT COMMITTEE
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Richard R. Stewart,
Chairman
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Anne-Marie N. Ainsworth
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Richard J. Alario
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Barry E. Davis
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32
RATIFICATION OF THE AUDIT COMMITTEES SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)
The Audit Committee has selected KPMG LLP (KPMG) as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2018. KPMG served as the Companys independent accounting firm for 2017. Although the Audit Committee has the sole authority and responsibility to select and evaluate the performance
of the independent accounting firm for the Company, the Board is requesting, as a matter of good corporate governance, that the Companys stockholders ratify the selection of KPMG for 2018.
The Board of Directors of the Company unanimously recommends that you vote FOR the ratification of the
selection of KPMG LLP as the Companys independent registered public accounting firm for 2018.
Ratification of the selection of KPMG requires the affirmative vote of a majority of the shares represented at the
meeting in person or by proxy. If the stockholders do not ratify the selection of KPMG, the Audit Committee will reconsider the selection. However, because of the difficulty and expense of changing independent auditors at this point in the year, the
selection of KPMG will probably be continued for 2018 in the absence of extraordinary reasons for making an immediate change. If the stockholders do ratify the selection of KPMG, the Audit Committee will retain the authority to make a change if
warranted in its judgment.
Representatives of KPMG are expected to be present at the 2018 Annual Meeting of
Stockholders, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
Fees Paid to the Independent Registered Public Accounting Firm
The following table sets forth the fees billed by KPMG, the Companys independent registered public accounting firm, during the last two fiscal years:
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2017
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2016
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Audit Fees
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$
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2,453,000
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$
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1,368,000
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Audit-Related Fees
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4,000
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Tax Fees
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32,000
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32,000
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TOTAL
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$
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2,485,000
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$
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1,404,000
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Audit Fees
are fees for professional services rendered by KPMG for the audit of
the Companys annual financial statements, audit of internal control over financial reporting, review of the Companys quarterly financial statements or services normally provided in connection with statutory or regulatory filings. This
category also includes fees for issuance of comfort letters, consents and review of documents filed with the SEC.
Audit-Related Fees
are fees for assurance services related to the performance of the review of the Companys benefit plan financial statements.
Tax Fees
are fees for professional services rendered by KPMG for tax compliance, tax advice and tax planning.
Services performed by KPMG in this category for 2017 included the review of the Companys 2016 federal income tax return.
Each engagement of the independent registered public accounting firm to perform audit or
non-audit
services must be approved in advance by the Companys Audit
Committee or by its Chairman pursuant to delegated authority.
33
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)
The Company is requesting your approval, on a
non-binding
advisory basis, of the
compensation of the Companys named executive officers as disclosed and discussed under EXECUTIVE COMPENSATION on pages 14-30 of this Proxy Statement. We believe that our executive compensation:
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is competitive as necessary to attract and retain qualified executives;
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is appropriately tied to Company and individual performance;
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is designed with both short-term and long-term business objectives of the Company in mind;
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does not encourage excessive risk-taking by the Companys management; and
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properly aligns the interests of management with those of the Companys stockholders.
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For those reasons, we are asking you to approve the following resolution:
RESOLVED that the compensation of the Companys named executive officers as described under EXECUTIVE
COMPENSATION in the Companys Proxy Statement for its 2018 Annual Meeting of Stockholders is approved.
Although the vote on approval of executive compensation is not binding, the Compensation Committee and the Board will consider the result of the vote in making future compensation decisions.
The Board of Directors of the Company unanimously recommends that you vote FOR Proposal 3 approving the
compensation of the named executive officers as disclosed in this Proxy Statement.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual Meeting. However, if any other matters are properly
presented, it is the intention of the persons named in the accompanying proxy to take such action as in their judgment is in the best interest of the Company and its stockholders.
STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING
Stockholder proposals must be received by the Company at its principal executive offices no later than November 15,
2018 to be considered for inclusion in the Companys proxy statement and form of proxy for the 2019 Annual Meeting of Stockholders.
Under the Companys Bylaws, written notice (containing the information required by the Bylaws) of any stockholder proposal for action at an annual meeting of stockholders (whether or not proposed for
inclusion in the Companys proxy materials) must be received by the Company at its principal executive offices not less than 90 nor more than 120 days prior to the anniversary date of the prior years annual meeting of stockholders and
must be a proper subject for stockholder action.
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BY ORDER OF THE BOARD OF DIRECTORS
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T
HOMAS
G. A
DLER
Secretary
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March 6, 2018
Houston, Texas
34
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Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
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☒
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q
PLEASE FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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A
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Proposals The Board of Directors recommends a vote
FOR
all the nominees listed and
FOR
Proposals 2 and 3.
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1.
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Election of Directors:
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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+
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01 - Barry
E. Davis
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☐
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☐
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☐
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02 - Monte J. Miller
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☐
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☐
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☐
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03 - Joseph
H. Pyne
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☐
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☐
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☐
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For
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Against
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Abstain
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For
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Against
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Abstain
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2.
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Ratification of the selection of KPMG LLP as Kirbys independent registered public accounting firm for 2018.
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☐
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☐
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☐
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3.
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Advisory vote on the approval of the compensation of Kirbys named executive officers.
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☐
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☐
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☐
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Change of Address
Please print new address below.
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C
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Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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/
/
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02RK7A
q
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
Proxy Kirby Corporation
55 Waugh Drive, Suite 1000
P.O. Box 1745
Houston, Texas 77251-1745
This Proxy is solicited on behalf of the Board of Directors of Kirby Corporation.
The undersigned hereby appoints David W. Grzebinski, William G. Harvey, Ronald A. Dragg and Thomas G. Adler, and each of them, as Proxies, each with the power
to appoint his substitute, and hereby authorizes each to represent and to vote, as designated below, all the shares of common stock, par value $0.10 per share, of Kirby Corporation (the Company) held of record by the undersigned as of
the close of business on March 1, 2018, at the Annual Meeting of Stockholders to be held on April 24, 2018, at 55 Waugh Drive, 9th floor, Houston, Texas 77007 at 10:00 A.M. (CDT) and any adjournment(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PERSONS LISTED IN PROPOSAL 1. SHOULD ANY OF THEM REFUSE OR BECOME UNABLE TO ACCEPT ELECTION AS A DIRECTOR OF THE COMPANY, THE PROXY WILL BE VOTED FOR THE ELECTION OF SUCH PERSON OR PERSONS AS MAY BE NOMINATED OR DESIGNATED BY THE
BOARD OF DIRECTORS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 2 AND 3. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE
MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
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