Kirby (KEX) Proxy Filing summary

Executive summary

• 2024 marked a record year with strong performance in marine transportation and a strategic pivot in distribution and services toward electrification and power generation, despite weather, inflation, and supply chain challenges.

• Consolidated revenues rose 6% to $3.3 billion, with net earnings of $286.7 million ($4.91/share) and adjusted net earnings of $318.8 million ($5.46/share).

• Marine transportation revenues increased 11% to $1.9 billion, driven by higher contract pricing and barge utilization; coastal marine revenues rose 18% amid strong demand and limited vessel supply.

• Distribution and services revenues decreased 1%, with power generation up 20% but oil and gas down 28%; operating margins in the high single digits.

• $756 million in operating cash flow funded capex, share buybacks, debt reduction, and acquisitions; long-term debt reduced to $875 million.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class III directors, (2) ratification of KPMG LLP as independent auditor for 2025, and (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with three standing committees: Audit, Compensation, and ESG/Nominating, all composed entirely of independent directors.

• 89% of directors are independent; 44% are diverse by gender or race.

• Board refreshment and diversity are emphasized, with annual evaluations and succession planning.

• Board leadership is currently separated between Chairman and CEO roles.

• Stock ownership guidelines and anti-hedging policies are in place for directors and executives.