KEX Kirby Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation Agreement and Enhanced Transition Assistance Agreement with Joseph H. Reniers

As previously disclosed, Joseph H. Reniers resigned from his position as President – Kirby Distribution & Services, Inc., a subsidiary of the Company, effective May 20, 2022. In connection with his departure, on June 5, 2022, the Company and Mr. Reniers entered into a Letter Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Reniers will be entitled to receive: (i) a payment of $145,891 (which represents five months of Mr. Reniers’ 2022 target bonus) and (ii) a payment of $157,906 (representing the prorated equivalent of Mr. Reniers’ long-term cash performance award for the 2020-2022 performance period under the Company’s long-term incentive compensation program). The Separation Agreement also confirms the Company’s pre-existing obligations to pay Mr. Reniers’ accrued but unused vacation through his termination date and to pay the balance credited to his account under the Company’s deferred compensation “top hat plan” as of November 15, 2022. Subject to certain exceptions and limitations, the Separation Agreement includes a mutual general release of claims by Mr. Reniers and the Company in favor of the other party and certain related persons and parties, and customary confidentiality, assignment of invention and cooperation provisions.

On June 5, 2022, the Company and Mr. Reniers also entered into an Enhanced Transition Assistance Agreement (the “Transition Agreement”) whereby, subject to the terms of the Transition Agreement, Mr. Reniers is eligible to receive: (i) monthly payments of $40,833.33 from June 2022 until May 2023, (ii) a one-time payment of $500,000 in June 2023, and (iii) monthly payments in the amount equal to his monthly COBRA premium from June 2022 through November 2023 (provided Mr. Reniers timely exercises his COBRA continuation rights and so long as he is eligible for COBRA continuation coverage). All payments to Mr. Reniers under the Transition Agreement are subject to and conditioned on Mr. Reniers’ compliance with the non-solicit, non-compete, non-disclosure and continued cooperation provisions set forth in the Transition Agreement, his execution and non-revocation of the release contained in the Separation Agreement, and his compliance with these continuing obligations under the Separation Agreement.

The foregoing descriptions of the Separation Agreement and the Transition Agreement do not purport to be complete and are qualified in their entireties by reference to the Separation Agreement and the Transition Agreement filed as exhibits to this Report and incorporated herein by reference.