Amy Husted
KIRBYAbout Amy Husted
Amy D. Husted is Executive Vice President, General Counsel and Secretary of Kirby Corporation, appointed July 29, 2024; she previously served as Vice President, General Counsel and Secretary since April 2019 and has been with Kirby in various legal roles since 1994. She is 55 and is responsible for all legal matters of the Company . Company performance during her recent tenure includes FY2024 revenues up 6% to $3.266 billion, adjusted EPS $5.46, and adjusted EBITDA $708.3 million; one-year TSR +35% and three-year TSR +78% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirby Corporation | Executive Vice President, General Counsel & Secretary | 2024–present | Responsible for all Company legal matters |
| Kirby Corporation | Vice President, General Counsel & Secretary | 2019–2024 | Led corporate legal function, governance and compliance |
| Kirby Corporation | Various legal positions | 1994–2019 | Progressive legal roles within Kirby |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Signal Mutual Indemnity Association Ltd | Director | 2024 | Board role at longshore worker’s compensation self-insurance group; Kirby paid Signal $0.6M in 2024 in ordinary course |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $437,080 | $458,934 | $479,531 |
| Target bonus (%) | 70% | 70% | 70% |
| Actual bonus paid ($) | $478,210 | $553,842 | $496,794 |
| All other compensation ($) | $46,236 | $51,938 | $23,674 |
- Perquisites and benefits: automobile allowance; 401(k) match and group life insurance; a cash service award in 2024; hedging and pledging of Company stock are prohibited under Kirby’s policy .
- Stock ownership guidelines: EVPs must own stock equal to 3x base salary; all NEOs were in compliance as of Dec 31, 2024 .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Design and Outcomes (Corporate)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $533.4M | $666.7M | $800.0M | $708.3M | 131.2% | 65.6% |
| Adjusted EPS | 30% | $3.86 | $4.82 | $5.78 | $5.46 | 166.7% | 62.5% |
| Return on Total Capital | 10% | 7.9% | 9.9% | 11.9% | 10.9% | 152.4% | 19.1% |
| Operational & ESG basket | 20% | — | — | — | 151.1% | 151.1% | 30.2% |
| Corporate performance factor | — | — | — | — | — | — | 148.0% |
- Ms. Husted’s actual AIP payout equaled $496,794 for 2024 based on the 148.0% corporate factor and her 70% target bonus .
Equity Awards (RSUs)
| Grant date | RSUs granted | Grant-date fair value ($) | Vesting | Notes |
|---|---|---|---|---|
| Feb 2, 2024 | 9,555 | $800,327 | 20% annually on Feb 3 | Annual RSU grant |
| Aug 5, 2024 | 930 | $100,040 | 20% annually on Aug 5 | One-time RSU for promotion announced Jul 29, 2024 |
| Feb 1, 2023 | 8,876 | $800,282 | 20% annually on Feb 3 | Annual RSU grant |
| Jan 28, 2022 | 6,819 | $749,976 | 20% annually on Feb 3 | Annual RSU grant |
- RSU vesting framework: time-based RSUs vest over five years; 20% per year with minimum one-year vesting .
Long-term Performance Awards
- Ms. Husted was not eligible for the 2022–2024 long-term performance awards; beginning in 2025, EVPs participate with 50% of LTI value in performance-based cash tied to cumulative EBITDA and Return on Total Capital over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 3, 2025) | 15,181 direct shares; 200 indirect (husband); 19,080 right to acquire (options); total 34,461; <1% of shares outstanding |
| Unvested RSUs (Dec 31, 2024) | 33,129 RSUs; market value $3,505,048 at $105.80/share |
| Outstanding options (exercisable) | 10,413 @ $73.93 exp. 2/1/2026; 8,667 @ $73.29 exp. 1/31/2027; all currently exercisable |
| Ownership guidelines | EVP requirement 3x base salary; NEOs in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors, officers, and employees |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | No individual employment contract; Company utilizes change-of-control agreements and LTI/RSU plans |
| Change-of-control (COC) agreement | Double trigger; cash severance equals 2.0x annualized base salary, plus 2.0x target annual bonus, prorated prior-year Profit Sharing and Deferred Compensation contributions, and 24 months COBRA; full vesting of performance-based awards at greater of target or actual to date; 24-month non-compete/non-solicit; release required |
| Potential COC payment (as of 12/31/2024) | Salary multiple $977,866; 2x target bonus $684,506; Profit Sharing $16,500; Deferred Comp $10,315; COBRA $52,212; RSU vesting $3,505,048; total $5,246,447 |
| Severance outside COC | Not disclosed beyond plan terms; RSUs/options accelerate upon qualifying termination in connection with COC, per plan |
| Clawback policy | In place, amended in Oct 2023 to comply with SEC/NYSE standards; applies to erroneously awarded compensation |
| Excise tax gross-ups | None provided to executive officers |
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Ms. Husted’s compensation included salary $479,531, RSU awards $900,367, and AIP bonus $496,794; no performance-based LTI awards that year; in 2025, EVPs (including Ms. Husted) will receive 50% of LTI value in performance-based awards, increasing at-risk pay linkage to EBITDA/ROTC .
- Metric calibration: 2024 AIP targets were raised materially year-over-year (EPS +70%, EBITDA +34%), with corporate payout at 148.0% reflecting above-target performance on all financial metrics and strong operational execution .
- Governance features: double-trigger COC, clawback, no excise tax gross-ups, prohibition on hedging/pledging, and extended five-year vesting on RSUs (longer than typical market norms) .
Related Party Transactions and Red Flags
- External board: Ms. Husted serves on Signal Mutual’s board; Kirby paid Signal $0.6M in 2024 in the ordinary course .
- Spousal relationship: Her husband is a partner at Clark Hill PLC; Kirby paid $2.6M to the firm in 2024. He does not represent Kirby; CEO approves each engagement and payment to the firm, mitigating potential conflict .
- Approvals role: Ms. Husted approves engagements and payments for W. Sean O’Neil Attorney at Law (brother of the Company’s President & COO), for which Kirby paid $0.2M in 2024; Mr. O’Neil is not involved in the engagement .
- Hedging/pledging: Prohibited, reducing alignment risk from collateralization .
- Section 16 compliance: Company notes late filings for certain individuals in 2024 not including Ms. Husted .
Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback
- Peer group: Includes Chart Industries, Matson, Ryder, NOV, GATX, Old Dominion, XPO, and others; Kirby’s size sits near median of peers (revenues ~45th percentile; assets ~57th; EV ~60th) .
- 2024 Say‑on‑Pay: Approved by 72% of votes cast; subsequent shareholder outreach prompted expanded disclosure and broader participation in performance‑based LTI in 2025 .
- 2025 Annual Meeting votes: Director elections and auditor ratification passed; say‑on‑pay received 50,042,741 for, 1,938,186 against, 169,017 abstain; broker non‑votes 1,867,789 .
Performance & Track Record
- Company results: FY2024 revenues $3.266B (+6%), adjusted EPS $5.46, adjusted EBITDA $708.3M; debt-to-capitalization improved to 20.7% .
- Segment highlights: Marine transportation margins ~20% inland and low teens coastal in 2024; KDS operating margins high single digits; strong power generation demand .
- FY2025 Q1: EPS $1.33; marine segment margin 18.2% amid elevated delay days; ongoing share repurchases; debt-to-cap 24.8% .
Equity Vesting Schedules and Insider Selling Pressure Indicators
- RSU vesting cadence: 20% annually for each grant; Feb 3 cliffs for annual RSUs and Aug 5 for the promotion grant; upcoming vesting dates may create periodic supply of shares but hedging/pledging is prohibited .
- Options: All remaining options are in-the-money and fully exercisable; expirations in 2026 and 2027 could prompt exercises before expiry .
Employment Terms (Detailed Economics)
| Component (COC scenario as of 12/31/2024) | Amount ($) |
|---|---|
| 2.0x base salary | $977,866 |
| 2.0x target bonus | $684,506 |
| Prorated Profit Sharing (prior year) | $16,500 |
| Prorated Deferred Comp contribution (prior year) | $10,315 |
| 24 months COBRA premiums | $52,212 |
| RSU vesting value | $3,505,048 |
| Long-term performance awards (payout) | Not applicable (none outstanding per table) |
| Total | $5,246,447 |
Investment Implications
- Alignment: Significant unvested RSU balance ($3.5M value) and strict ownership/hedging policies indicate strong alignment with long-term shareholder value and reduced collateralization risk .
- Retention: Double‑trigger COC with 2.0x salary and bonus and 24‑month non‑compete suggest robust retention economics; expanded 2025 performance‑based LTI participation further ties compensation to EBITDA and ROTC .
- Trading signals: Annual RSU vesting events (Feb/Aug) and fully exercisable options expiring 2026–2027 could create episodic selling windows; continued buybacks by Kirby may offset supply, but monitor Form 4 filings around vest dates .
- Governance risk: Related‑party legal services are mitigated by clear approval controls and lack of direct representation by spouse; ongoing board‑level policies (clawback, no gross‑ups) and strong say‑on‑pay support (2025 vote) reduce governance overhangs .