TABLE OF CONTENTS

March 8, 2024

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors (the “Board”), we cordially invite you to attend Kirby Corporation’s (“Kirby” or the “Company”) 2024 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 2024 Annual Meeting and our Proxy Statement.

2023 was a good year for Kirby. We experienced stronger performance across both business segments, and we were pleased with our financial results. No year is perfect, and we did experience some headwinds such as poor weather conditions, lock closures and supply chain issues. Regardless, our employees worked hard, stayed focused and managed to achieve strong financial results while supporting “The Kirby Way”, our core values of Safety, People, Excellence, Community, and Integrity.

In the marine transportation segment (“KMT”), despite seasonal weather challenges, inland had a positive year driven by strong demand, increased term and spot contract pricing and high barge utilization. The first half of the year was impacted by poor navigation conditions from high wind and heavy fog, but this was more than offset by inland rates that improved significantly. The second half of the year did see some headwinds due to lock closures and poor weather conditions, but strong pricing and utilization offset those impacts, allowing for higher inland marine margins over the year. In our coastal business, while we were impacted by planned shipyard maintenance, strong customer demand, improving rates and high barge utilization allowed the business to conclude 2023 on a positive note and we believe this momentum will carry into 2024.

In the distribution and services segment (“D&S”), we saw a year of positive improvement as demand across our markets was strong, leading to growth in services and a sizeable backlog in manufacturing. Supply chain issues did impact our manufacturing business, but demand for our environmentally friendly pressure pumping equipment and power generation solutions for electric fracturing, continued to show strength.

During the year, Kirby continued to advance its sustainability goals and initiatives touching all parts of the Company. At the leadership level, Susan W. Dio joined the Board in early 2023 and is up for reelection this year. Ms. Dio brings an extensive amount of leadership and shipping industry expertise to our Board. In addition, Kirby understands the importance of monitoring and fostering a strong corporate culture, and thus conducted another periodic employment engagement survey. We continued to enhance our employee training programs across the Company and added new human rights training. Last, but not least, in August of 2023, we christened the M/V Green Diamond which reflects our commitment to reducing emissions. The M/V Green Diamond was built at our own shipyard in partnership with our D&S segment, with specially trained crew, making Kirby the first inland marine transportation companies to own and operate a diesel-electric hybrid towboat in the United States.

While the Company is mindful of a potential recession and on-going inflationary pressures, we are well positioned to build off the 2023 successes for a stronger 2024 in the KMT segment, and we expect our D&S segment to experience stable levels of activity. I want to thank our employees and stockholders for supporting Kirby this year.

Your vote is important to us, regardless of the number of shares you hold or whether you plan to attend the Annual Meeting. Once you have reviewed the proxy materials and have made your decisions, please vote your shares using one of the methods outlined in the Proxy Statement. Thank you for your continued support and for investing in Kirby Corporation.

		Sincerely,     DAVID W. GRZEBINSKI President and Chief Executive Officer

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

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 February 28, 2024. Please remember that your shares cannot be voted unless you sign and return a paper proxy card, vote during the Annual Meeting, or vote your shares via the phone or internet. All participants who attend the Annual Meeting will be allowed to ask questions to management during the meeting.

Important Notice Regarding the Availability of Proxy Materials for Our 2024 Annual Meeting of Stockholders

We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including this Proxy Statement, a proxy card or voting instruction form, and our Annual Report on Form 10-K (collectively, the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. The Notice is first being sent to stockholders and the Proxy Materials are first being made available to stockholders at www.proxydocs.com/KEX on or about March 12, 2024.

Your Vote Is Important

Your vote is important. Whether you intend to attend the meeting or not, please ensure that your shares will be represented by completing, signing, and returning your proxy card, or by voting via the phone or internet.

At the Meeting		Telephone 866-430-8285		Internet www.proxypush.com/KEX		Mail Fill out your proxy card and submit by mail.

Sincerely,

AMY D. HUSTED

Vice President, General Counsel and Secretary

PROXY MATERIALS

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, Kirby’s Board of Directors and its committees, and certain executive officers. This year you are being asked to:

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Kirby Corporation to be voted at the Annual Meeting of Stockholders to be held on April 26, 2024, at 10:00 a.m. (CDT). Stockholders of record at the close of business on February 28, 2024, will be able to attend the 2024 Annual Meeting at Kirby’s executive offices located at 55 Waugh Drive, Suite 1100, Houston, Texas 77007.

The mailing address of Kirby’s principal executive offices is P.O. Box 1745, Houston, Texas 77251-1745 and the office number is 713-435-1000.

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.

Unless the context requires otherwise, the terms “Kirby,” “the Company,” “our,” “we,” “us,” and similar terms refer to Kirby Corporation, together with its consolidated subsidiaries.

BOARD COMPOSITION & EXPERIENCE

The following matrix displays the most significant skills and qualifications that each Director, who is either nominated for election or continuing in office, possesses. The Environmental, Social and Governance (“ESG”) and Nominating Committee reviews the composition of the Board as a whole periodically to ensure that the Board maintains a balance of knowledge and experience and to assess the skills and characteristics that the Board may find valuable in the future and in the long-term interest of stockholders. The Board considers longevity of service and experience of great value given the breadth of our business and its long-term investment horizons. The Board’s approach to diversity and board refreshment ensures it benefits from fresh ideas and perspectives.

Rocky B. Dewbre and Joseph H. Pyne will conclude their board service at the 2024 Annual Meeting, and thus their information is not reflected in the above.

The ESG and Nominating Committee recommends to the Board the qualifications for Board membership and for identifying, assessing and recommending qualified Director candidates for the Board’s consideration. Directors should have the following attributes:

2023 FINANCIAL SUMMARY

Consolidated revenues increased 11% in 2023 to $3.1 billion. The year-over-year improvement was driven by improved pricing and increased demand in the KMT business and improved demand and activity levels in the D&S segment. Net earnings attributable to Kirby were $222.9 million or $3.72 per share in 2023.

KMT revenues increased 6% to $1.7 billion during 2023. The strong growth was primarily due to an 11% increase in inland marine revenues driven by strong demand, increased term and spot contract pricing and higher barge utilization. Inland market conditions steadily improved throughout 2023 despite seasonal weather challenges and other headwinds. The first quarter was impacted by poor navigation conditions due to high wind and heavy fog resulting in significant delay days. In the second quarter, inland market conditions improved significantly with sequential increases in spot market prices and strong utilization. In the third quarter, despite the Illinois River locks closure, inland marine experienced strong market conditions with a sequential increase in spot market prices and high-teens operating margins. Weather challenges impacted the fourth quarter, but strong pricing and utilization mostly offset this allowing for inland marine margins to conclude the year with operating margins in the high teens on average. The inland market is expected to remain strong in 2024, driven by steady customer demand, and improved pricing as a result of minimal new barge construction and a heavy year for industry maintenance.

In coastal marine, market conditions improved throughout the year. However, revenues decreased 10% year-over-year due to planned shipyard maintenance and ballast water treatment installations on some vessels. In the first quarter, we experienced high barge utilization levels driven by solid customer demand and limited availability of vessels. During the second quarter, continued customer demand and limited capacity availability resulted in significant price increases year-over-year on term contract renewals and spot prices. In the third quarter, improvements in market fundamentals accelerated, but our third quarter revenues and operating margins were impacted due to planned shipyard maintenance. In the fourth quarter, strong customer demand and high barge utilization continued but was partially offset by planned maintenance and ballast water treatment installations. As a result, the coastal business was able to finish the year with operating margins in the low single digits in the fourth quarter.

In D&S, revenues increased 17% year-over-year, led by strong demand across our markets with higher levels of service work and deliveries. In the commercial and industrial market, overall demand remained solid across our business units, with growth coming from the marine repair, power generation, and on-highway sectors. In addition, demand for Thermo King refrigeration equipment remained positive throughout the year. In the oil and gas market, revenues and operating income improved from 2022 as our manufacturing business received new orders for Kirby’s environmentally friendly pressure pumping equipment and power generation solutions for electric fracturing. However, throughout the year operations were challenged by supply chain delays and extended lead times. D&S concluded the year with operating margins improving to the high single digits.

From a cash flow and balance sheet perspective, Kirby generated $540 million in cash flow from operations in 2023 which was used to fund capital expenditures, pay down debt and buy back shares. Capital expenditures were higher compared to 2022 due to increased marine maintenance and growth capital spending in both segments. Throughout the year, the Company remained committed to reducing debt and repaid over $63 million. At the end of 2023, Kirby’s total long-term debt had declined to $1.0 billion, with the debt-to-capitalization ratio improving to 24.2%. During the year, Kirby also returned capital to shareholders by buying back 1.5 million shares at an average price of $75.95.

CORPORATE GOVERNANCE

The Board represents the stockholders’ interest and is responsible for overseeing Company management, which includes monitoring the effectiveness of management practices and decisions, corporate performance, the integrity of the Company’s financial controls, and the effectiveness of its enterprise risk management programs. To that end, the Board has established governance practices including the guidelines and charters described below which are reviewed by the Board at least annually and changes are made as necessary.

Risk Oversight

The full Board is responsible for the oversight of key risks to Kirby’s business and reviews with management the Company’s business, including identified risk factors. The Board periodically visits Kirby operations sites. These visits enable the directors to observe and provide input on practices, performance, technology, industry and corporate standards. The Board oversees a broad spectrum of interrelated risks with assistance from its committees. The Board has designated the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. A particular risk will be monitored and evaluated by the Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity issues. See page 24 for further detail on risk oversight by the Board and its committees.

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers, and employees of the Company, including the Company’s chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. A copy of the Business Ethics Guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents. 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 including 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 Governance/Governance Documents.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. A copy of the guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Communication with Directors

Interested parties, including stockholders, may communicate with the full Board or any individual director, including the Chairmen of the Audit, Compensation, and Governance Committees, the Chairman of the Board, the lead independent director, if any, or the non-management or independent directors as a group, by writing to them c/o Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745. The Company will refer the communication to the appropriate addressee(s). Complaints about internal controls and accounting 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 Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents:

GOVERNANCE HIGHLIGHTS

Our Board is committed to the highest ethical standards, effective governance practices, and leveraging its expertise in the industries in which Kirby operates. The Board seeks to achieve a mix of highly qualified directors that represent strong leadership, extensive business experience, and diversity of background to help drive long-term shareholder value. The Board oversees and provides guidance for Kirby’s business and management’s development and implementation of the Company’s strategy and business planning process. The Board monitors corporate performance, the integrity of the Company’s financial controls and effectiveness of its risk management programs. The Board also provides oversight on the succession of key executives.

While Kirby values long tenured and well experienced directors, the Board believes refreshment is necessary to obtain fresh and diverse perspectives. To further these efforts, the Board and its Committees solicit input from directors regarding the performance and effectiveness of the full Board and its committees through its annual evaluation process. The ESG and Nominating Committee reviews the feedback from the evaluations and makes recommendations as appropriate.

In 2023, Kirby elected Ms. Dio to the Board. Ms. Dio brings more than 20+ years of executive and board experience in industries that compliment Kirby. In addition, Mr. Dewbre, who was appointed to Kirby’s board in conjunction with the Cooperation Agreement between Kirby and shareholder JCP Investment Management, will conclude his term at the 2024 Annual Meeting. In early 2024, Kirby also announced the retirement of Mr. Pyne, Kirby’s Chairman of the Board since 2010. The Board appointed Richard J. Alario as Chairman of the Board following the conclusion of Mr. Pyne’s term. Mr. Alario currently serves as Kirby’s Lead Independent Director and is the Chair of the ESG and Nominating Committee.

NOTE: The above “Governance Highlights” refers to the nine Directors who are either nominated for election or continuing in office.

COMPENSATION HIGHLIGHTS

Our executive compensation philosophy has been consistent and focused on the creation of value for our stakeholders. A significant portion of our named executive officers’ compensation is tied to “At Risk” or pay-for-performance components. The pie charts on the following page depict how each element of compensation was weighted for our named executive officers in 2023.

Our executive compensation program is designed to attract and retain talented executive officers, motivate consistent performance over time, and encourage performance that results in increased profitability and stockholder returns. Our executive compensation program has historically received high levels of stockholder support, generally coming in well above 90%. However, in 2018 and 2019, stockholder support declined, and some investors voiced concerns over certain elements of the program, including the use of similar pay-for-performance metrics in both the short-term and long-term plans. These concerns were addressed in 2021 and 2022 with changes implemented to differentiate the metrics in these plans, including adding a safety, operations, and ESG component to the short-term plan. In 2023, the Company added a return on capital metric to the short-term plan in order to support the Company’s strategy of improving returns in the short-term as well as in the longer term. The below table outlines the changes:

Starting in 2021, we also eliminated the issuance of stock options in the executive compensation plan and our clawback policy, which became effective January 1, 2021, was amended in 2023 to comply with recent SEC rule changes and related NYSE listing standards with regard to erroneously awarded compensation. Listed below are some of the highlights of our compensation policies and practices:

PRESIDENT AND CEO		OTHER NEO
TOTAL COMPENSATION		TOTAL COMPENSATION

NOTE: Includes total direct compensation as referred to in the Compensation Discussion and Analysis beginning on page 33. “Annual Incentive” includes non-equity annual incentive plan compensation. “Long-term Performance Awards” includes cash payments for the 2021-2023 performance period under the long-term incentive compensation program. Performance-based variable compensation is deemed “At Risk.” For additional information, reference the Summary Compensation Table on page 45.

CORPORATE SUSTAINABILITY

“The Kirby Way” defines our core values of Safety, People, Excellence, Community, and Integrity. These core values are the foundation of our sustainability initiatives and strategies. “No Harm to People, No Harm to Equipment and No Harm to the Environment” are the principles that have laid a strong foundation for Kirby’s corporate safety culture. As a sustainable business, Kirby’s products and services are vital to the development of many daily needs and end uses in our modern-day society. Our KMT segment safely and efficiently moves millions of tons of cargo of petrochemicals, black oil, refined products, and agricultural liquids annually, and our D&S segment manufactures environmentally friendly oilfield equipment. Kirby is proud to play a critical role in the supply chain of countless products that support a better quality of life for people around the world. Thus, it is imperative for Kirby employees to operate safely, responsibly and efficiently. In 2023, Kirby continued to create value for our customers and stockholders while focusing on its sustainability objectives.

Kirby set a target of a 40% reduction of carbon emissions per barrel of capacity by 2040. Testing alternative fuels, finding operational efficiencies, and investing in new technologies were a few of the initiatives the Company has been exploring to accomplish its targets. In 2021, the Kirby management team approved a plan to build the nation’s first diesel-electric hybrid inland towboat that would be efficient, reliable and safe to move bulk liquid crude oil and refined petroleum products. This was a project including many of our businesses as it was designed and constructed inhouse, in partnership with San Jac Marine and Stewart & Stevenson. Overall, the project took over two years, and in August of 2023, the ‘M/V Green Diamond’ was christened. The vessel is supported by an energy storage system that is expected to achieve up to 80% emissions reductions when compared to towboats of similar size powered with a conventional engine. In addition, the vessel can recharge at a shoreside charging station. In the instance of a shore-side charging station being unavailable, the vessel is capable of 100% self-charging. Kirby is very proud of the M/V Green Diamond and thanks its vendors and customers for their ongoing support. This project exemplifies Kirby’s values of Safety, People, Excellence, and Community coming together to achieve this milestone.

The MV Green Diamond initiative is testament to the difference our people make in the business. The Company continues to invest the tools and resources to empower our employees and we promote a workplace that values mutual respect, knowledge, and teamwork. In 2023, Kirby conducted a company-wide culture survey where the results showcased that employees are empowered to exercise stop work responsibility and to drive a culture of continuous improvement. Employees are encouraged to bring up Safety issues when they identify a potential issue of concern. The Company is pleased with these results as Safety is at the core of everything we do and drives our decision making. Integrity is another core value and our employees strongly believe the Company operates by strong values, has a strong safety culture, and would recommend working for the Company to others. In addition, to further Kirby’s commitment to its People, the Company implemented human rights training in 2023 to further promote a workplace that values mutual respect, knowledge, and teamwork. This training is conducted Company-wide and is expected to be completed in 2024.

Kirby has as a strong commitment to the Communities in which we operate. Kirby has a long history of sharing our success with each other and the communities in which we live and work in through financial support and volunteerism. In 2023, Kirby supported numerous communities with over $650,000 in donations. This includes supporting local communities and giving back to our industry. In addition, over the past three years, Kirby’s Disaster Relief Fund, which provides critical emergency funds and supplies to our fellow coworkers in need raised over $1 million and provided over 300 employees with assistance.

To learn more about these programs and initiatives, please visit the Sustainability section of our website at www.kirbycorp.com.

STAKEHOLDER ENGAGEMENT

The Board and executive management team prioritize fostering long-term and institution-wide relationships with stockholders and other stakeholders. In 2023, Kirby continued to prioritize stakeholder engagement as select members of the Board and management team met with key stakeholders to ensure that their voices were heard, perspectives understood, and interests were addressed. The Company believes that regular dialogue provides essential feedback to ensure that the Board and management understand the issues that are important to our stakeholders.

Throughout the year, the investor relations team engaged in extensive stockholder outreach in which members of management met with over 50% of our 25 largest stockholders (by share ownership) at some point in the year to discuss financial performance, capital allocation priorities, strategy, and other topics of interest. In addition, Kirby hosted tours of our facilities and offices to provide stockholders and other stakeholders an opportunity to see our operations in the Houston Ship Channel as well as other key operating facilities. The investor relations team continued engagement throughout the year by attending numerous conferences and conducted in person non-deal roadshows. In 2023, we held environmental, social and governance-focused meetings with stockholders. Our Lead Independent Director and members of our Executive Team met with stockholders to discuss their perspectives on sustainability issues.

Beyond stockholder engagement, Kirby met with other key stakeholders in our industries and regions. Across the Company, employees are significantly involved in trade associations and community nonprofits where they serve in various leadership roles. It is important for Kirby to develop these relationships to understand the needs of our customers, and the communities in which we operate.

VOTING ITEM 1:

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board shall consist of no fewer than three nor more than fifteen members and that, within those limits, the number of directors shall be determined by the Board. The Bylaws further provide that the Board shall be divided into three classes, with the classes being as nearly equal in number as possible and with one class being elected each year for a three-year term. Since February 3, 2023, the size of the Board has been set at eleven directors.

Mr. Pyne, a Class II director, whose term expires at the conclusion of the 2024 Annual Meeting of Stockholders and has served as a director since 1988, advised the Board on January 30, 2024, that he has decided to retire and not stand for reelection at the Annual Meeting of Stockholders to which this Proxy Statement relates. Mr. Pyne has served as Chairman of the Board since April 2010 and has been a board member for 35 years. Mr. Pyne’s wisdom and commitment to Kirby are unparalleled and the Company thanks him for all he has done and wishes him a happy and healthy retirement.

Mr. Dewbre, who was appointed to the Board as a Class II director in 2023 pursuant to the Cooperation Agreement between Kirby and stockholder JCP Investment Management, LLC, will conclude his service as a director at the conclusion of his term which expires on April 26, 2024. The Company thanks Mr. Dewbre for his service and wishes him well in his future endeavors.

To rebalance the Board classes upon the expiration of Mr. Pyne and Mr. Dewbre’s terms, on January 30, 2024, the Board (1) determined that one of the Company’s directors should be reclassified from Class I (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class II (standing for election at the 2024 Annual Meeting) and (2) nominated Ms. Dio, currently a Class I Director, to stand for election as a Class II Director at the 2024 Annual Meeting. Should she be elected as a Class II director at the 2024 Annual Meeting, Ms. Dio will resign as a Class I director, and there will be nine directors, with three of each class. The size of the Board will be reduced to nine directors once the 2024 Annual Meeting has concluded.

Three Class II directors are to be elected at the 2024 Annual Meeting to serve until the Annual Meeting of Stockholders in 2027. Each nominee named below is currently serving as a director and, if elected, each has consented to serve for the new term. If any nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board to fill the vacancy.

In addition to satisfying, individually and collectively, the Company’s Criteria for the Selection of Directors discussed under the “THE BOARD OF DIRECTORS — ESG and Nominating Committee” below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Company’s principal businesses or the principal businesses of significant customers of the Company. The brief biographies of each of the nominees and continuing directors below include a summary of the particular experience and qualifications that led the Board to conclude that he or she should serve as a director.

NOMINEES FOR ELECTION (PROPOSAL 1)

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election of each of the following nominees as a director.

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

DIRECTORS CONTINUING IN OFFICE

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

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

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

THE BOARD OF DIRECTORS

The Company’s business is managed under the oversight and direction of the Board, which is responsible for strategic oversight, broad corporate policy, and monitoring the effectiveness of Company management. Members of the Board are kept informed about the Company’s 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 by visiting Company facilities. The Board’s development includes onsite meetings at key operating facilities which include interaction with employees at those locations.

Director Independence

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 listing standards:

In addition, the Board has previously determined that Mr. Dewbre, who will complete his service as a director of the Company at the 2024 Annual Meeting of Stockholders, had no relationship with the Company except as a director and stockholder and was independent.

While Mr. Pyne is not disqualified under the NYSE’s objective director independence tests, the Board has determined that he is not independent considering all relevant facts and circumstances of his relationship with the Company. Mr. Pyne will complete his service as a director of the Company at the 2024 Annual Meeting of Stockholders.

Our Chief Executive Officer, Mr. Grzebinski, has certified to the NYSE that the Company is in compliance with NYSE corporate governance listing standards.

Risk Oversight

The Board is responsible for the risk oversight function and has designated the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. The Board seeks to align risk oversight with its disclosure controls and procedures, and a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity issues. On a quarterly basis, management prepares and reviews with the Audit Committee and the Board the risks outlined in the Company’s most recent Annual Report on Form 10-K, any new risks identified in the Company’s most recent Quarterly Report on Form 10-Q, and annually 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. The ESG and Nominating Committee oversees the Company’s ESG programs, including environmental risk, including climate change, as well as the Corporate Sustainability report, Task Force on Climate-Related Financial Disclosures, and Sustainability Accounting Standards Board disclosures. The Board and its committees also review potential emerging risks as they seek to anticipate future threats and trends that may impact the Company. Management and, where appropriate, internal and external experts provide reports on risks in their respective areas of responsibility or expertise. Frequency of updates and discussion of risks varies depending on the immediacy or severity of the risk, with more immediate or severe risks being updated and reviewed more frequently.

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. Grzebinski’s 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 Company’s 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. When Mr. Pyne retired as Executive Chairman of the Board in April 2018, the Board considered it important to the Company for Mr. Pyne to continue as Chairman of the Board in a non-executive capacity to continue to take advantage of his knowledge of the Company and its businesses as well as his leadership experience and he continues to serve in such capacity.

On January 30, 2024, Mr. Pyne advised the Board that has decided to retire and not stand for reelection as a director upon the expiration of his term expiring at the 2024 Annual Meeting of Stockholders to which this Proxy Statement relates. The Board determined that Mr. Alario will succeed Mr. Pyne as the Chairman of the Board effective as of the 2024 Annual Meeting. Mr. Alario has been a member of the Board since 2011 and is currently the Company’s Lead Independent Director, presiding at the regular executive sessions of the non-management directors that are held at least quarterly. An executive session with only independent directors is held at least once per year. As Lead Independent Director, Mr. Alario also 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. When Mr. Alario succeeds Mr. Pyne as Chairman of the Board, that role will be held by an independent director, so there will no longer be a separately designated Lead Independent Director.

Board Committees

The Board has established three standing committees, including the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee. All of the members of each committee are independent, as that term is defined in applicable SEC and NYSE rules. The member composition and a brief description of the principal functions of each committee is briefly described below.

C – Committee Chair

M – Committee Member

Audit Committee

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 Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/ Governance Documents.

Compensation Committee

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. The Committee oversees compensation for Kirby’s senior executives (including salary, bonus, and performance share awards), as well as succession planning for key executive positions. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

ESG and Nominating Committee

The ESG and Nominating Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

The ESG and Nominating Committee will consider director candidates recommended by stockholders or proposed by stockholders in accordance with the Company’s Bylaws. Recommendations may be sent to the Chairman of the ESG and Nominating Committee, Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745, accompanied by biographical information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the ESG and Nominating 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 Company’s business, and willingness to commit sufficient time to the Company’s business. The criteria are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/ Governance Documents.

In addition to the above criteria, the Corporate Governance Guidelines and ESG and Nominating Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender, race, and ethnic background in selecting nominees for director. The Company and ESG and Nominating Committee are committed to having a Board that reflects diverse perspectives and actively seeks out highly qualified candidates that include women and individuals from minority groups when board nominees are chosen. The ESG and Nominating Committee took these provisions into account in electing new members to the Board in 2019, 2021 and 2023.

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 ESG and Nominating Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The ESG and Nominating Committee will continue to consider candidates from any of those sources when future vacancies occur. The ESG and Nominating Committee accepts stockholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. Stockholders who wish to submit a candidate for consideration by the ESG and Nominating Committee for election at our Annual Meeting may do so by submitting in writing the candidate’s name, together with the information described under the Company’s Bylaws.

Attendance at Meetings

It is the Company’s 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 2023, the Board met eight times, the Audit Committee met eight times, the Compensation Committee met six times and the ESG and Nominating Committee met six times. Each director then serving attended more than 95% of the aggregate number of the meetings of the Board and of all the committees on which he or she served. All directors then serving attended the 2023 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.

Each nonemployee director receives an annual fee, which was $75,000 in 2023, but was raised to $85,000 in January 2024 for director terms beginning after the 2024 Annual Meeting. A director may elect to receive the annual fee in cash, stock options or restricted stock. The Chairman of the Board receives an additional annual fee of $150,000, the Chairman of the Audit Committee receives an additional annual fee of $20,000, the Chairman of the Compensation Committee receives an additional annual fee of $15,000, and the Chairman of the ESG and Nominating Committee receives an additional annual fee of $10,000. If not the Chairman of the Board, the lead independent director or presiding director at executive sessions of the non-management directors receives an additional annual fee of $20,000. In addition, each director receives an annual fee of $7,500 for each committee of the Board on which he or she serves. All fees are payable in four equal quarterly payments made at the end of each calendar quarter. The annual director fee is prorated for any director elected between annual stockholder meetings and the Chairman of the Board, committee chairman, lead independent or presiding director, and committee member fees are prorated for any director who is elected to such position between annual meetings of the Board. Directors are reimbursed for reasonable expenses incurred in attending meetings.

For 2023, each nonemployee director received a fee of $3,000 for each board meeting attended, in person or by telephone, in excess of six meetings in any one calendar year. For 2023, each member of a committee of the board received a fee of $3,000 for each committee meeting attended, in person or by telephone, in excess of ten meetings in any one calendar year in the case of the Audit Committee, in excess of eight meetings in any one calendar year in the case of the Compensation Committee and in excess of eight meetings in any one calendar year in the case of the ESG and Nominating Committee. In 2024, additional director and committee meeting fees were eliminated when the annual fee was raised.

In addition to the fees described above provided to the directors, the Company has a stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. The director plan provides for automatic grants of restricted stock to nonemployee directors after each annual meeting of stockholders. Each director receives restricted shares of the Company’s common stock after each annual meeting of stockholders. The number of shares of restricted stock issued is equal to (a) $167,500 divided by (b) the fair market value of a share of stock on the date of grant

multiplied by (c) 1.2. The director plan also provides for discretionary grants of up to an aggregate of 10,000 shares in the form of stock options or restricted stock. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. A director who elects to receive stock options in lieu of the annual cash fee will be granted an option for a number of shares equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 3. A director who elects to receive restricted stock in lieu of the annual cash fee will be issued a number of shares of restricted stock equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 1.2. The exercise price for all stock options granted under the director plan is the fair market value per share of the Company’s common stock on the date of grant. The restricted stock issued after each annual meeting of stockholders vests six months after the date of issuance. Stock options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. The stock options generally remain exercisable for ten years after the date of grant.

The Board has established stock ownership guidelines for officers and directors of the Company. Nonemployee directors must be in compliance within five years after first election as a director, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, nonemployee directors are required to own common stock of the Company having a value equal to a multiple of the annual cash director fee, which was raised from four to five in January 2024. As of December 31, 2023, all directors were in compliance with the then current stock ownership guidelines. The ESG and Nominating Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2023:

Nonemployee Director Compensation for 2023

Nonemployee Director Outstanding Equity at December 31, 2023 and Grant Date Fair Value of Equity Awarded During 2023

The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each nonemployee director as of December 31, 2023, as well as the grant date fair value of restricted stock awards and stock option grants made during 2023:

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 Company’s Proxy Statement, are subject to approval in advance by the ESG and Nominating 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 Company’s 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 Company’s contractual obligations. The policy provides certain exceptions, including compensation approved by the Board or its Compensation Committee.

Mr. Grzebinski, President, Chief Executive Officer, and a director of the Company, is a member of the board of directors of American Bureau of Shipping (“ABS”), a not-for-profit that provides global classification services to the marine, offshore and gas industries. The Company paid ABS $1.5 million in 2023 to perform audits and surveys of the Company’s vessels in the ordinary course of business.

Mr. Grzebinski is a member of the board of directors of the UK Protection & Indemnity Association (“UK P&I”), a mutual marine protection and indemnity organization that provides protection and indemnity insurance for third party liabilities and expenses arising from vessel operations. The Company paid the UK P&I $3.6 million in premiums during 2023 for coverage in the 2023-2024 policy period in the ordinary course of business.

Amy D. Husted, Vice President, General Counsel and Secretary of the Company, is a member of the board of directors of Signal Mutual Indemnity Association Ltd (“Signal”), a group self-insurance not-for-profit organization authorized by the U.S. Department of Labor as a longshore worker’s compensation insurance provider. The Company has been a member of Signal since it was established in 1986. The Company paid Signal $0.7 million in 2023 in the ordinary course of business.

The husband of Ms. Husted is a partner in the law firm of Clark Hill PLC. The Company paid the law firm $0.9 million in 2023 for legal services. However, Mr. Husted is not involved in representing the Company in any legal matters related to the Company. Further, Mr. Grzebinski approves each engagement of the firm by the Company and the payment of fees billed by the firm.

The brother of Christian G. O’Neil, President of Kirby Inland Marine, LP, Kirby Offshore Marine, LLC, San Jac Marine, LLC and Kirby Offshore Wind, LLC, is a partner in the law firm of W. Sean O’Neil Attorney at Law. The Company paid the law firm $0.1 million in 2023 for legal services. Mr. Sean O’Neil does represent the Company in legal matters. However, Mr. Christian O’Neil is not involved in the engagement of Mr. Sean O’Neil. Further, Ms. Husted approves each engagement of the firm by the Company and the payment of fees billed by the firm.

Mr. Dewbre, a director of the Company, serves as President and Chief Operating Officer of Mansfield Service Partners. Mansfield Service Partners is under the same common control as O’Rourke Marine Services (“O’Rourke”), a distributor of lubricants, fuels and environmental services. The Company paid O’Rourke $29.4 million in 2023 in the ordinary course of business.

No family relationship exists among the executive officers or among the executive officers and the directors.

VOTING ITEM 2:

AUDIT COMMITTEE MATTERS

RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)

The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG served as the Company’s independent accounting firm for the fiscal year ending December 31, 2023 and has served in such capacity since 1992. 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 Company’s stockholders ratify the selection of KPMG for 2024.

The Board of Directors of the Company unanimously recommends that you vote “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2024.

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 would probably be continued for 2024 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 2024 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 Company’s independent registered public accounting firm, during the last two fiscal years:

Audit Fees are fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements, audit of internal control over financial reporting, review of the Company’s 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. There were no separate Audit-Related Fees for the reported periods.

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 included the review of the Company’s federal income tax returns.

All other fees are the aggregate fees billed for services other than “Audit Fees” or “Tax Fees.”

Each engagement of the independent registered public accounting firm to perform audit or non-audit services must be and were approved in advance by the Company’s Audit Committee or by its Chairman pursuant to delegated authority.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company is responsible for monitoring the integrity of the Company’s financial reporting, accounting procedures and internal controls. The Audit Committee is composed of four directors, all of whom are independent within the meaning of the SEC and NYSE rules. The Audit Committee operates under a written charter adopted by the Board.

Management is primarily responsible for the Company’s financial reporting process and internal controls. The Company’s independent auditors are responsible for performing an audit of the Company’s financial statements and issuing a report on the conformity of the financial statements with generally accepted accounting principles. The Company’s independent auditors are also responsible for performing an audit of the Company’s 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, 2023 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 Committee’s review of the audited financial statements for the year ended December 31, 2023 and the Audit Committee’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which has been filed with the Securities and Exchange Commission.

Audit Committee

Richard R. Stewart, Chairman

Anne-Marie N. Ainsworth

Tanya S. Beder

Barry E. Davis

VOTING ITEM 3:

EXECUTIVE COMPENSATION

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, our stockholders have the opportunity to cast an annual non-binding advisory vote to approve the compensation of the Company’s named executive officers.

The Company is requesting your approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed and discussed under “EXECUTIVE COMPENSATION” on pages 33-50 of this Proxy Statement. We believe that our executive compensation:

For those reasons, we are asking you to approve the following resolution:

RESOLVED that the compensation of the Company’s named executive officers as described under “EXECUTIVE COMPENSATION” in the Company’s Proxy Statement for its 2024 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.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) is intended to help you understand the executive compensation practices and decisions made in 2023 relating to the named executive officers listed below (the “named executive officers” or “NEOs”). The supplemental CD&A should be read in conjunction with the compensation tables and related narrative of this Proxy Statement.

Executive Summary

Named Executive Officers

The Company’s NEOs for 2023 and their positions with the Company at the end of the year (except as otherwise noted) were:

Compensation Objectives

Our compensation programs are guided by a pay for performance philosophy and the following principles and objectives:

Company Performance

The Company’s overall performance in 2023 was favorably impacted by:

During 2023, river closures, lock delays, weather conditions, and several refinery closures offset some of our strong financial performance in the KMT segment. Ongoing supply chain issues negatively impacted the D&S segment. In combination, the Company was able to generate strong cash flow and growth in earnings, with EBITDA of $557 million, and EPS of $3.72 per share. We also reduced our debt to capitalization ratio to 24.2%.

The Company also achieved 22% total stockholder return for 2023, and 51% in total over the last three years due to a focus on stringent cost controls, prudent capital expenditures, debt reduction and operational excellence in the face of challenging business conditions. That consistent adherence to our long-term strategy positioned us to generate strong free cash flow and to capitalize on improving market conditions during 2023.

The following table summarizes several key Company financial measures for 2023 in comparison to 2022 (in millions except for per share amounts):

NEO Compensation Highlights

Chief Executive Officer Compensation

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

CEO TARGET PAY MIX 83% AT RISK		CEO 2023 TARGET AND REPORTED PAY ($MM)

Role of the Compensation Committee

The Compensation Committee (the “Committee”) of the Board’s principal functions include conducting periodic reviews of the Company’s compensation and benefits programs to ensure that they are properly designed to meet corporate objectives and are aligned with our compensation philosophy, approving compensation opportunity and performance objectives for our CEO and other NEOs, overseeing of the administration of the cash incentive and equity-based plans, and developing the compensation program for the Directors.

The Committee is composed of four members, all of whom are “independent directors,” “Non-Employee Directors” and “outside directors” as those terms are defined in applicable 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 CEO in making its compensation decisions for executive officers other than the CEO. The Committee takes those recommendations into account when setting compensation for other executive officers since the CEO 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 CEO before the Committee sets his compensation.

In determining the compensation of the named executive officers, the Committee considered all elements of total compensation, including salary, annual incentive compensation, long-term incentive compensation, and projected payouts under the Company’s retirement plans, as applicable. The Committee has discretion to adjust formula-driven factors or provide additional incentive compensation based on executive retention considerations, or in recognition of specific achievements in extraordinary circumstances. The final decisions of the Committee are to some extent subjective and do not result from a formulaic application of any of those factors.

Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed with other governance documents at our website, www.kirbycorp.com, by clicking “Investor Relations,” and then “Governance.”

Role of Compensation Consultant

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

At the Committee’s request, NFP addressed the six independence factors for compensation committee advisors that are identified in SEC regulations. The Company paid NFP $43,052 during 2023. Based on its evaluation, the Committee concluded that there were no independence or conflicts of interest concerns related to NFP’s engagement with the Committee. NFP performed no services during 2023 for the Company or any of its affiliates other than for the Committee.

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

Say on Pay

Benchmarking

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

The peer group companies used by NFP at the beginning of 2023 were:

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 employment market to avoid losing valuable employees. The Committee generally targets the middle range of the competitive market data for NEO pay levels as provided by its independent consultants. Individual pay levels may fall outside this range depending upon multiple factors, including individual performance, internal equity considerations, and differences in individual position scope between Kirby and peers.

In support of our compensation strategy, NEO compensation includes the following primary components, which are described in greater detail in this section:

Salary

Based upon a review of NEO salaries during 2023, the Committee determined that NEO salaries fell within the middle range of the market data provided by NFP.

Annual Incentive Compensation (“AIP”)

The AIP is administered by the Committee and addresses annual incentive compensation for all AIP participants, including our NEOs. A copy of the AIP was filed as Exhibit 10.6 with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The AIP was amended in 2023 to add a return on capital metric to the short-term plan in order to support the Company’s strategy of improving returns in the short-term as well as in the longer term. A copy of the Amended and Restated 2023 AIP Guidelines was filed as Exhibit 10.1 in a Form 8-K filed on March 24, 2023.

For our NEOs, the Committee sets annual incentive compensation targets that deliver target total cash compensation in the middle range of our competitive market, with the potential for compensation above that range in return for superior performance. Annual incentive compensation constitutes a significant portion of direct cash compensation and can vary significantly from year to year depending on the Company’s achievement of the performance measures set forth in the AIP.

Changes for 2023

For 2023, we added return on capital as a component of the AIP calculation. In the AIP we measure our capital efficiency over the past year with goals that reflect our annual strategic and operating plan and expectations for the year. Return on capital is also a performance measure in our long-term incentive program, where it measures our sustained multi-year capital returns based upon our multi-year strategy and operating plan. The Committee felt it was important to have return on capital in both plans because of the importance of capital efficiency to our strategy.

2023 Metrics

For 2023, AIP metrics split between financial and operating performance:

For Mr. O’Neil, performance was based upon a blend of these results for corporate and for the KMT business unit.

Financial Performance Measure Definitions

EBITDA for the year is calculated by adding the following amounts shown in the Company’s audited financial statements:

Earnings per share is diluted net earnings per share attributable to the Company’s common stockholders as shown in the Company’s Consolidated Statements of Earnings for 2023. Operating performance and ESG are based on the achievement of certain operating performance and ESG targets set for 2023.

Return on total capital for the year is calculated by dividing (i) net earnings attributable to Kirby plus provision for taxes on income plus interest expense by (ii) the average total equity plus long-term debt for the year.

Plan Administration for 2023

Target annual incentive compensation was established for each participant in the AIP. Actual payout for performance on each measure may vary from 0% to as much as 200% of the target opportunity attributable to that component. In no event will a bonus paid to any participant exceed 200% of the target bonus for that participant.

For 2023, the target and actual amounts for the EBITDA, earnings per share and return on total capital performance measures for the Company:

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

Before approving these payouts, the Committee considered individual performance for Mr. Grzebinski and, with Mr. Grzebinski’s input, the other NEOs. Based upon that evaluation, the Committee determined that no individual adjustments were warranted for 2023.

Long-Term Incentive Compensation

The Company maintains a long-term incentive compensation program for selected senior executives and key employees that is administered by the Committee. Awards under the long-term incentive compensation program are made under the Company’s 2005 Stock and Incentive Plan which allows the grant of incentive stock options, non-incentive stock options, restricted stock, RSUs, performance shares, and performance awards payable in stock, cash, or a combination thereof.

Typically, the primary long-term incentive compensation for executive officers is in the form of RSUs and cash performance awards.

The cash performance awards are based on the achievement of two equally weighted performance measures for the year, based on the budget for the year. The two performance measures were EBITDA and return on total capital cumulative performance over a three-year period from 2023 to 2025. The targets for 2023 were the same budgeted performance targets as those for the AIP, while the targets for 2024 and 2025 will be based on each respective year’s performance targets. Return on total capital for the year is calculated by dividing (i) net earnings attributable to Kirby plus provision for taxes on income plus interest expense by (ii) the average total equity plus long-term debt for the year.

Under the program, the elements of long-term incentive compensation to be awarded, as well as the executives selected to participate, are determined each year by the Committee. For 2023, the Committee determined that Messrs. Grzebinski, Kumar, and O’Neil would receive awards under the long-term incentive compensation program comprised of 60% RSUs and 40% cash performance awards, and Mr. Miller and Ms. Husted would receive 100% in the form of RSUs. Starting in 2024, the Committee determined that cash performance awards would make up 50% of long-term incentive value for Messrs. Grzebinski, Kumar and O’Neil.

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

2021 – 2023 Cash Performance Payout

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

Retirement Plans

Prior to 2022, the Company maintained two primary retirement plans in which the named executive officers were eligible to participate on the same basis as broad categories of employees — a Profit Sharing Plan and a 401(k) Plan. In January 2022, the Profit Sharing Plan funds and administration were transferred into the 401(k) Plan, but maintained as a separate source, and future contributions for the Profit Sharing Plan will be contributed by the Company to the 401(k) Plan on the same basis. All employees of the Company are eligible to participate in the 401(k) Plan, under which the Company matches employee contributions in an amount up to 3% of an employee’s base salary.

Mr. O’Neil and Ms. Husted are participants in one of the Company’s pension plans pursuant to the Company’s acquisition of Hollywood Marine in 1999. Effective December 31, 1999, the plan ceased to accrue additional benefits for former shore-side employees of Hollywood Marine. As of December 31, 2023, the present value of accumulated benefits was $10,786 for Mr. O’Neil and $24,366 for Ms. Husted. No other named executive officers were eligible to participate in the Company’s pension plans.

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 Company’s 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 $330,000 per annum for 2023). In 2023, 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 259 executive and management employees. Club memberships that are used for both business and personal purposes are provided to the CEO and divisional presidents and officers in sales where required for business. Perquisites could also include air travel that is considered personal income under Internal Revenue Service regulations for family members to attend business related and customer events. There was no air travel that qualified as personal use in 2023. The Committee believes the personal benefits are reasonable in amount and help the Company attract and retain key employees.

Change of Control/Severance Payments

The Company entered into change of control agreements with Messrs. Grzebinski, Kumar, O’Neil and Miller and Mss. Husted and Clarke (which terminated upon her retirement). The terms of the change of control agreements for each such named executive officer were substantially similar except with regard to the multiplier to be used in calculating the portion of the cash payment associated with annualized base salary, which is 2.99 in the case of Mr. Grzebinski and 2.0 for Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke, and the non-solicitation and noncompetition covenant periods, which is 36 months for Mr. Grzebinski and 24 months for Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke. In the event of termination of employment in a change of control period which begins on the date the Company enters into a definitive written agreement that would result in a change of control if the transactions contemplated therein were consummated and ends on the second anniversary of the change of control, the severance payments to the covered executive officer would be the sum of the annualized base salary times the applicable multiplier, twice the applicable target annual bonus, prorated Profit Sharing based on the prior year, and 24 months of COBRA premiums for the Company’s medical, dental, vision, and prescription drug plans. Further, the covered executive officer will become fully vested in any outstanding equity award, the amount or vesting of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. In 2023, the Committee amended the Change in Control Agreements with Messrs. Grzebinski, Kumar and O’Neil to clarify that they will also become fully vested in any cash performance award, the amount of which is to be determined based on the achievement of performance criteria, with the performance criteria deemed achieved at the greater of (a) target levels for the relevant performance period(s) or (b) actual performance as of the date immediately preceding the executive’s termination date. Such payment and accelerated vesting are conditioned upon execution of a release and waiver of claims against the Company along with traditional confidentiality, non-solicitation, noncompetition and non-disparagement restrictive covenants. The vesting of each equity award outstanding as of the covered executive officer’s termination date that is not a performance-based equity award will be determined by the terms of the applicable equity incentive plan and award agreement. The foregoing summary of the terms of the change of control agreements is qualified by reference to the copies of the agreements filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to the Company’s Current Report on Form 8-K filed May 20, 2022.¹

In connection with commencement of employment as previously reported in the Company’s Current Report on Form 8-K filed on October 4, 2021, Mr. Kumar was eligible to receive a cash payment equal to one year of his current base salary and the greater of the current year’s target bonus or actual bonus calculation in the event he were terminated within twenty-four months of his date of hire due to a change of control. His change of control agreement supersedes that arrangement.

Separate from the change of control agreements, the named executive officers are generally entitled to accelerated vesting of outstanding stock options, restricted stock, and RSUs upon a qualifying termination of employment following a change in control of the Company, and a right to receive a proportionate part of outstanding cash performance awards upon a change in control of the Company.

Additionally, in connection with her continued services through her retirement date of March 1, 2023, the Committee approved that Ms. Clarke would be entitled to receive a cash payment equivalent to the value of her unvested RSUs that terminated upon her retirement, her 2022 contribution under the Profit Sharing Plan, a lump sum amount for premiums for the Company’s medical, dental, vision, and prescription drug plans of approximately $17,030, and her 2022 contribution under the Deferred Compensation Plan for Key Employees upon her retirement and execution of a separation agreement with the Company. She has executed the separation agreement with the Company which includes customary restrictive covenants including a noncompete, and in exchange received the lump sum cash payment of $1,580,285. Effective upon her retirement, Ms. Clarke’s change of control agreement terminated. The value of the 2023 contributions under the Profit Sharing Plan and the Deferred Compensation Plan for Key Employees has not yet been calculated. Ms. Clarke received a prorated portion of 2023 AIP in the amount of $85,617.

Employment Agreements

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

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

Other Compensation Matters

Compensation Related Risk

With the assistance of NFP, the Committee undertook a review of the Company’s compensation policies and practices and concluded that the Company’s 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 CEO and certain other highly compensated executive officers. Prior to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”), 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. While the Committee takes tax deductibility into account, the Committee retains discretion to award compensation that it believes to be consistent with our executive compensation program, even if not tax deductible.

Clawback Policy

In October 2020, the Board adopted a clawback policy effective January 1, 2021, under which it will seek to recoup certain executive compensation in the event of a specified accounting restatement resulting in excess compensation paid to executive officers. In October 2023, the clawback policy was amended in order to comply with recent SEC rule changes and related NYSE listing standards with regard to erroneously awarded compensation. Under the policy, if a financial statement error results in excess compensation during the three most recently completed fiscal years, any such excess compensation that has not yet been paid shall be forfeited and any that has been paid shall be subject to repayment to the Company. The Company will attempt to recover such excess compensation by requiring cash reimbursement of compensation paid, offsetting excess compensation against any other compensation owed, forfeiture of any awards, or any other actions permitted by applicable law.

Timing of Compensation Decisions

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

Stock Ownership Guidelines

The Board has established stock ownership guidelines for executive officers 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, the CEO is required to own common stock of the Company having a value equal to five times base salary. For executive vice presidents of the Company and presidents of the Company’s business units, the requirement is three times base salary. For vice presidents of the Company, the requirement is two times base salary. As of December 31, 2023, all named executive officers then serving 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 policy, which applies to all transactions that establish protection against a decline in the market price of Company stock, provides that Company directors and employees, including named executive officers, may not (a) engage in short sales of Company stock, (b) pledge Company stock as collateral for a loan or hold Company stock in a margin account or (c) engage in transactions