Barry Davis
KIRBYAbout Barry E. Davis
Barry E. Davis, age 63, is an independent director of Kirby (KEX) since 2015 and currently serves as Chair of the Compensation Committee and as a member of the Audit Committee. He holds a BBA in Finance from Texas Christian University (TCU). His recent external roles include Chairman of Pattern Energy Group LP (and Chair of its Nominating, Governance & Compensation Committee) and Director at Eiger Resources LLC, alongside prior CEO/Chairman experience at EnLink Midstream and Crosstex Energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnLink Midstream, LLC | Chairman & CEO | 2019–2022 | Led midstream operations; prior Exec Chairman 2018–2019; President/CEO/Director 2014–2018 |
| Crosstex Energy | Chairman, CEO & President | 1996–2014 | Leadership through combination with Devon Energy U.S. midstream assets to form EnLink |
| Various energy companies | Management roles | Began 1984 | Broad operating/finance experience across energy value chain |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pattern Energy Group LP | Chairman; Chair of Nominating, Governance & Compensation Committee | 2024–present | Board leadership and committee chair |
| Eiger Resources LLC | Director | 2023–present | Board member |
| Texas Christian University | Board of Trustees | Not disclosed | Governance oversight at TCU |
| Natural Gas & Electric Power Society | Former President | Not disclosed | Industry leadership |
| Dallas Wildcat Committee | Former Chairman | Not disclosed | Industry leadership |
Board Governance
- Independence: The Board determined Mr. Davis is independent under NYSE standards .
- Committee assignments and leadership:
- Compensation Committee: Chair
- Audit Committee: Member; all Audit members are designated “audit committee financial experts” under SEC rules .
- Attendance and engagement: In 2024 the Board met 4x; Audit 8x; Compensation 5x; ESG & Nominating 4x. Each director then serving attended >75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive/independent sessions: Non‑management directors meet regularly; at least one executive session of independent directors annually .
- Related‑person transactions oversight: ESG & Nominating Committee reviews all related‑person transactions . The 2025 proxy discloses several related‑party items involving management, but none involving Mr. Davis .
Fixed Compensation
| Component | Policy Detail | 2024 Amount for Davis |
|---|---|---|
| Annual director fee (cash or equity election) | $85,000 annual fee; quarterly payments; meeting fees eliminated in 2024 | $93,750 fees earned/paid in cash (actual) |
| Committee membership fee | $7,500 per committee per year | Included in actual (composition not itemized) |
| Committee chair fees | Compensation Chair $15,000; Audit Chair $20,000; ESG/Nom Chair $10,000 | Compensation Chair fee included in actual (composition not itemized) |
| Chairman/Lead Independent premiums | Board Chair +$150,000; Lead Independent +$20,000 if applicable | N/A for Davis (not Board Chair/Lead) |
| Reimbursement | Reasonable expenses reimbursed | Policy applies |
Notes: Director fees are prorated for mid‑year position changes; meeting fees were eliminated in 2024 when the annual fee was raised .
Performance Compensation
| Grant/Instrument | Grant Date | Quantity | Strike/Unit Value | Grant‑Date Fair Value | Vesting/Term |
|---|---|---|---|---|---|
| Restricted stock (annual director grant) | Apr 29, 2024 | 1,828 shares | $109.99 per share | $201,062 | Director plan restricted stock issued after each annual meeting vests six months after issuance |
| Stock options (annual/elected) | 2024 | — | — | — | No option award to Davis in 2024; options generally 10‑year term, FMV strike; in‑lieu‑of‑cash options vest quarterly in service year |
Outstanding equity at 12/31/2024 (non‑employee directors):
- Unvested restricted stock: none for Davis at year‑end
- Aggregate stock options outstanding: 8,480 options (legacy)
Compensation Committee Interlocks: In 2024, no interlocks—no KEX executive served on another company’s board/compensation committee where that company’s executive served on KEX’s Board/Comp Committee .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee roles | Notes |
|---|---|---|---|---|
| Pattern Energy Group LP | Not specified in proxy | Chairman | Chair of Nominating, Governance & Compensation | 2024–present |
| Eiger Resources LLC | Not specified in proxy | Director | Not disclosed | 2023–present |
| Texas Christian University | Non‑profit/academic | Board of Trustees | Not disclosed |
- Interlocks: None reported for KEX’s Compensation Committee in 2024 .
Expertise & Qualifications
- Domain expertise: Hydrocarbon transportation; petrochemicals and refining; oilfield services; risk management; environmental and safety; energy transition; IT/cybersecurity; finance .
- Financial oversight: Member of Audit Committee deemed an “audit committee financial expert” per SEC rules (as are all Audit members) .
- CEO/Chair experience: Former Chairman/CEO of EnLink Midstream; led Crosstex Energy for nearly two decades .
Equity Ownership
| As of March 3, 2025 | Direct | Indirect | Right to acquire (≤60 days) | Total | Notes |
|---|---|---|---|---|---|
| Barry E. Davis | 33,800 | 10,000 | 8,480 | 52,280 | Indirect shares held by a family limited partnership; Mr. Davis disclaims beneficial ownership of partnership shares |
Additional alignment policies:
- Director stock ownership guideline: Multiple of annual cash director fee increased from 4x to 5x in Jan 2024; all directors were in compliance as of 12/31/2024 .
- Hedging/pledging: Company prohibits hedging and pledging of Company stock by directors, officers, and employees (hedging policy detail reiterated in executive comp section) .
Governance Assessment
- Strengths:
- Independent director with deep midstream and energy logistics operating experience; serves as Compensation Committee Chair and Audit Committee member, with Audit Committee “financial expert” designation—supports board effectiveness on pay and financial oversight .
- Strong engagement: >75% attendance policy met by all directors in 2024; participates across key committees .
- Alignment: Receives annual time‑vested restricted stock; maintains meaningful ownership; subject to 5x cash fee ownership guideline; hedging/pledging prohibited .
- Conflicts: No related‑person transactions disclosed involving Mr. Davis; no 2024 compensation committee interlocks reported .
- Watch items:
- Director equity is time‑based (no explicit performance metrics), consistent with common practice but offers less pay‑for‑performance sensitivity; however, directors influence executive pay via the Compensation Committee they chair .
- Legacy stock options outstanding (8,480) reflect prior elections/awards; standard terms (FMV strike, 10‑year life) mitigate repricing risk; no 2024 option grant to Davis .
Overall, Mr. Davis’ committee leadership (Compensation Chair), Audit participation with financial expertise designation, clean conflicts disclosure, and ownership alignment are supportive of investor confidence in Kirby’s board governance .