Anne-Marie Ainsworth
KIRBYAbout Anne-Marie N. Ainsworth
Anne‑Marie N. Ainsworth is 68, an independent director of Kirby Corporation since 2015, and currently serves as Chair of the ESG and Nominating Committee and a member of the Audit Committee; the Board designates all Audit Committee members as “financial experts.” She holds a BS in Chemical Engineering (University of Toledo), an MBA (Rice University), and the ICD.D designation from the Institute of Corporate Directors (Haskayne School of Management, University of Calgary). Her operating background spans senior leadership in refining and hydrocarbon logistics, including President & CEO of Oiltanking Partners and Oiltanking Holding Americas (2012–2014), SVP Refining at Sunoco (2009–2012), GM of Motiva’s Norco refinery (2006–2009), and prior technical assurance and process safety leadership at Shell; she was an Adjunct Professor at Rice (2000–2009).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oiltanking Partners, L.P. / Oiltanking Holding Americas, Inc. | President & Chief Executive Officer | 2012–2014 | Led midstream storage/logistics businesses; deep hydrocarbon transportation domain experience |
| Sunoco, Inc. | Senior Vice President, Refining | 2009–2012 | Oversight of refining operations, financial and safety performance |
| Motiva Enterprises, LLC (Norco, LA refinery) | General Manager | 2006–2009 | Operational leadership at a major refinery; process safety management |
| Shell USA / Shell Deer Park Refining Company | Director, Process Safety Management; Vice President, Technical Assurance | 2000–2006 | Enterprise process safety governance and technical assurance |
| Rice University | Adjunct Professor | 2000–2009 | Academia and talent development |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Pembina Pipeline Corporation | Director | 2014–present | Safety, Environment & Operational Excellence Committee; Governance, Nominating & Corporate Social Responsibility Committee |
| HF Sinclair | Director | 2017–present | Chair, Environmental, Health, Safety & Public Policy Committee; Member, Finance Committee |
| Archrock, Inc. | Director | 2015–present | Chair, Nominating & Corporate Governance Committee; Member, Audit Committee |
Board Governance
- Committees and leadership: ESG & Nominating Committee Chair (effective April 26, 2024) and Audit Committee member; the Audit Committee members are designated “audit committee financial experts.”
- Independence: The Board has determined Ainsworth is independent under NYSE standards.
- Attendance and engagement: In 2024 the Board met 4 times; Audit 8; Compensation 5; ESG & Nominating 4. Each director attended more than 75% of aggregate Board and committee meetings and the 2024 Annual Meeting.
- Executive sessions: Non‑management directors meet regularly without management; independent‑only session held at least annually.
- Risk oversight: ESG & Nominating oversees environmental/climate and sustainability disclosures and reviews related‑person transactions; Audit oversees risk management, whistleblower program, cybersecurity, and material legal matters.
- Shareholder feedback: 2024 Say‑on‑Pay approval was 72%; the Board increased performance‑based LTI participation and expanded incentive disclosure in response to investor engagement.
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Amount (Ainsworth) |
|---|---|---|
| Annual cash retainer | $85,000 per nonemployee director | $105,000 (actual cash fees; includes prorated committee membership and chair fees following April 26, 2024 appointment) |
| Committee membership fee | $7,500 per committee per director | Included in above (member: Audit; ESG & Nominating) |
| Committee chair fee | ESG & Nominating Chair: $10,000 annual | Included in above (Chair effective April 26, 2024) |
| Meeting fees | Eliminated in 2024 when annual fee was raised | N/A |
- Director compensation mix (2024): Cash $105,000 and stock awards $201,062; equity comprised ~66% and cash ~34% of Ainsworth’s total director compensation.
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Fair Value/Share | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual restricted stock (automatic director grant) | April 29, 2024 | 1,828 | $109.99 | $201,062 | Vests 6 months after grant (director plan) |
- Annual director equity formula: Shares = ($167,500 ÷ grant‑date fair value) × 1.2; options/discretionary grants are permitted but none were elected by directors in 2024.
- Options: No option awards to Ainsworth in 2024; none outstanding as of December 31, 2024.
No performance metrics apply to nonemployee director compensation; director equity is time‑based and vests on a short schedule (six months), which aids retention but is not performance‑conditioned.
Other Directorships & Interlocks
| Relationship | Potential Interlock Consideration |
|---|---|
| KEX business carries crude/refined products and serves energy value chain customers; Ainsworth sits on boards across midstream (Pembina), refining (HF Sinclair), and compression services (Archrock) | ESG & Nominating Committee reviews all related‑person transactions; 2024 proxy discloses no related‑party transactions involving Ainsworth. |
Expertise & Qualifications
- Petrochemicals/refining and hydrocarbon transportation; risk management; EHS and public policy; finance; science/engineering; cybersecurity familiarity; academia.
- Designated audit committee financial expertise at KEX via committee membership.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (direct) | 26,965 shares (as of March 3, 2025) |
| Indirect ownership | None disclosed |
| Right to acquire (within 60 days) | None disclosed |
| Unvested director equity at 12/31/2024 | 0 shares (director grants vest after six months) |
| Ownership guidelines | Directors must hold ≥5× annual cash director fee; all directors were in compliance as of December 31, 2024 |
| Shares pledged/hedged | Hedging and pledging prohibited by policy; no pledging disclosed |
| Ownership as % of shares outstanding | ~0.047% (26,965 ÷ 56,897,000 shares outstanding as of March 3, 2025) |
Governance Assessment
- Strengths: Independent since 2015; chairs ESG & Nominating (charter includes related‑party oversight, board effectiveness, ESG/climate risk); Audit Committee member and designated financial expert; strong attendance; deep domain expertise aligned to KEX cargo profile; compliant with strengthened 5× director ownership guideline; hedging/pledging prohibited; active shareholder engagement following a 72% Say‑on‑Pay result.
- Alignment: 2024 director pay skewed to equity ($201,062 equity vs. $105,000 cash), supporting ownership and alignment; grants vest in six months and directors may elect equity in lieu of fees (none elected in 2024).
- Watch items: Multiple energy‑sector public boards (Pembina, HF Sinclair, Archrock) increase potential for perceived conflicts or time‑commitment risk; however, Kirby’s ESG & Nominating Committee reviews related‑person transactions, and no related‑party transactions are disclosed for Ainsworth.
- Board process: Independent committees; regular executive sessions; documented clawback policy and prohibition on hedging/pledging reinforce governance discipline.
RED FLAGS (none identified):
- No Section 16 delinquency disclosed for Ainsworth; late filings noted for other individuals only.
- No related‑party transactions involving Ainsworth disclosed.