Christian O’Neil
KIRBYAbout Christian O’Neil
Christian G. O’Neil (age 52) is President and Chief Operating Officer of Kirby Corporation, appointed in April 2024. He holds an MBA from Rice University, a JD from Tulane University, and a BA from Southern Methodist University. He has led Kirby’s Inland and Offshore Marine businesses since 2018 and San Jac Marine since 2018, adding Kirby Offshore Wind leadership in 2021, with a career at Kirby/Hollywood Marine dating to 1997 . Under his tenure, Kirby delivered record 2024 results with revenues up 6% to $3.266B, Adjusted EBITDA up 27% to $708M, Adjusted EPS of $5.46, and TSR of +35% in 2024 and +78% over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirby Corporation | President & Chief Operating Officer | Apr 2024–present | Company-wide operations leadership; execution across KMT/KDS segments |
| Kirby Inland Marine & Kirby Offshore Marine | President | Jan 2018–present | Led inland/coastal businesses through multi-year margin expansion and pricing improvements |
| San Jac Marine, LLC | President | Oct 2018–present | Shipyard operations leadership supporting fleet builds/maintenance |
| Kirby Offshore Wind, LLC | President | Mar 2021–present | Oversight of offshore wind services initiative |
| Kirby Inland Marine & Kirby Offshore Marine | EVP & COO | May 2016–Jan 2018 | Operations management across canal/linehaul/river/coastal fleets |
| Kirby Inland Marine & Kirby Offshore Marine | EVP – Commercial Operations | Apr 2014–May 2016 | Commercial strategy, pricing, contracts across marine businesses |
| Kirby Corporation | VP – Human Resources | May 2012–Apr 2014 | Enterprise HR leadership during leadership transitions |
| Kirby Inland Marine | VP – Sales | 2009–2012 | Sales leadership; term contracts and market development |
| Osprey Line, L.L.C. | President | 2006–2008 | Project cargo/container barge operations expanded |
| Hollywood Marine (merged into Kirby Inland Marine) | Sales Manager & Fleet Manager | 1997–(pre-2006) | Early career roles in fleet operations and sales |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $584,904 | $615,573 | $660,516 (7% YoY increase) |
| Target Bonus (% of Salary) | 90% (Company-wide AIP; O’Neil at 90%) | 90% | 100% (raised with promotion to President & COO) |
| Actual Annual Bonus Paid ($) | $885,566 (includes AIP/long-term elements per 2022 totals) | $1,429,598 | $977,564 (AIP at 148% of target) |
Notes:
- 2024 AIP corporate payout factor: 148.0% (Financial 80%/Operational & ESG 20%) .
- 2023 O’Neil AIP performance factor differed (153.1%) given blended Corporate/KMT basis .
Performance Compensation
| Element | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIP) 2024 | Adjusted EBITDA | 40% | $666.7M | $708.3M | 131.2% component | Cash (annual) |
| Adjusted EPS | 30% | $4.82 | $5.46 | 166.7% component | ||
| Return on Total Capital | 10% | 9.9% | 10.9% | 152.4% component | ||
| Operational & ESG (10 objectives) | 20% | Confidential targets | Achieved 151.1% | 151.1% | ||
| Weighted Corporate Factor | — | — | — | 148.0% | Annual cash | |
| Long-Term Performance Awards (2022–2024 cycle) | Cumulative Adjusted EBITDA | 50% | See program schedules | $1,676,183 (company-level) | 126.8% component | 3-year cash |
| Return on Total Capital | 50% | See program schedules | 8.2% (company-level) | 148.4% component | ||
| O’Neil payout | — | $600,000 target | — | 138.5% (paid $831,000) | Paid after performance period | |
| RSU Grants (time-based) 2024 | RSUs granted | — | — | 12,535 units | Grant-date value $1,049,932 | 20% annually on/about Feb 3 (min 1-year vest) |
AIP definitions: Adjusted EBITDA/EPS/ROTC per proxy definitions . 2024 targets were tightened vs. 2023 (EPS target +70%, EBITDA target +34%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | Direct: 20,409 shares; Right to acquire within 60 days: 11,145 shares (options); Total: 31,554 shares |
| Unvested RSUs (Dec 31, 2024) | 12,535 RSUs; market value $1,326,203 (at $105.80) |
| Options Outstanding | 11,145 exercisable (grant 01/31/20), strike $73.29, expires 01/31/27 |
| 2024 Exercises/Vesting | Options exercised: 36,239 shares, value realized $1,779,292; RSUs vested: 20,346, value $1,611,304 |
| Ownership Guidelines | Presidents/EVPs: 3x base salary; all NEOs were in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging and pledging of Company stock prohibited |
Vesting schedules:
- Standard RSUs: 20% per year on/about Feb 3 following grant .
- Retention RSUs (2021 agreements): O’Neil 9,850 RSUs cliff vested Jan 24, 2024; cash retention vested $125,000 in Dec 2023 final installment .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No general employment agreement; prior incentive/retention agreements in 2021 |
| Change-of-Control (CoC) Agreement | Cash: 2.0x annualized base salary; 2.0x target annual bonus; prorated Profit Sharing (prior year basis); 24 months COBRA premiums |
| CoC Vesting | Full vesting of performance-based awards at greater of target or actual through date preceding termination; time-based awards per plan |
| Triggers | Double-trigger vesting; qualifying termination by Company without cause or employee with Good Reason during CoC period |
| Restrictive Covenants | Non-compete/non-solicit: 24 months; confidentiality and non-disparagement; clawback for breach |
| CoC Economics (illustrative at 12/31/2024) | Lump sum cash $1,349,456; twice target bonus $1,349,456; Profit Sharing $16,500; Deferred Compensation $22,846; COBRA $52,212; RSU vesting $4,011,406; LTI awards $1,958,530; Total $8,760,406 |
Clawback: Company maintains SEC/NYSE-compliant clawback for erroneously awarded compensation; adopted 2020, amended 2023 .
Compensation Structure Analysis
- Mix shift: Performance-based LTI increased to 50% for CEO/President & COO/CFO in 2024; RSU vesting remains five years (longer than typical), enhancing retention alignment .
- Metrics alignment: EBITDA and ROTC included in both AIP and LTI after shareholder engagement; AIP also includes ESG/operational metrics (20%) with transparency expanded in 2025 disclosures .
- 2024 AIP calibration: Higher EPS/EBITDA targets vs 2023 reflected stronger performance ambitions; corporate payout at 148% led to O’Neil bonus of $977,564 .
- Pay trajectory: O’Neil’s salary rose 7% in 2024; target bonus raised to 100% on promotion; LTI target $2.1M split equally RSU/performance cash .
Multi‑Year Compensation Summary (NEO totals)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $584,904 | $615,573 | $660,516 |
| RSU Awards ($) | $900,104 | $960,050 | $1,049,932 |
| Non‑Equity Incentive ($) | $885,566 | $1,429,598 | $1,808,564 |
| All Other Comp ($) | $195,470 | $37,835 | $37,835 |
| Total ($) | $2,566,044 | $3,556,847 | $3,556,847 |
Note: 2024 line reflects RSU grant and long‑term performance payout presentation; O’Neil’s 2022–2024 LTI (cash) payout for 2022–2024 cycle: $831,000 .
Performance Compensation – Program Composition
| Program | Weighting | Period | Participant Allocation |
|---|---|---|---|
| AIP (annual) | Financial 80% (EBITDA 40%, EPS 30%, ROTC 10%); Operational/ESG 20% | 1 year | O’Neil at 100% target bonus (2024) |
| LTI (cash, performance) | EBITDA 50%; ROTC 50% | 3 years | O’Neil: $1,050,000 target (2024 award) |
| LTI (RSU, time-based) | — | 5 years (20%/yr) | O’Neil: $1,050,000 grant-date target value (2024) |
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (reduces alignment risk) .
- Repricing/Underwater Options: Company does not reprice/exchange underwater options .
- Tax Gross-ups: No excise tax gross-ups provided .
- Related party transactions: Legal services with O’Neil’s brother’s firm ($0.2M in 2024), with safeguards—O’Neil not involved in engagement approvals .
- Insider activity: Option exercises in 2024 (36,239 shares; $1.78M realized) and RSU vesting (20,346; $1.61M realized)—typical for award monetization; no pledging .
Say‑on‑Pay & Shareholder Feedback
- 2024 vote: 72% approval; led to increased performance‑based LTI and expanded AIP disclosure .
- 2023 vote: 94% approval; continued program evolution .
Expertise & Qualifications
- Academic/Professional: MBA (Rice), JD (Tulane), BA (SMU) .
- Domain expertise: Marine transportation operations, commercial strategy, shipyard leadership, offshore wind; long-tenured operational leadership at Kirby’s core units .
- Public statements: As COO, explains supply/demand, pricing, and margin cadence on earnings calls; emphasizes term contract mix and spot pricing premiums .
Investment Implications
- Strong alignment: O’Neil’s pay is heavily performance‑linked (AIP and LTI tied to EBITDA/ROTC), with long RSU vesting and ownership guidelines (3x salary) supporting long-term orientation .
- Near-term selling pressure: Routine RSU vesting (20% annually on Feb 3) and option maturities (2027 expiry) may lead to periodic Form 4 activity, but hedging/pledging are prohibited; unvested RSUs of 12,535 at YE 2024 imply continued alignment .
- CoC economics: Double-trigger severance (2x salary/bonus) and accelerated performance award vesting are standard-market and not excessive; non-compete at 24 months mitigates retention risk .
- Program tightening: Higher 2024 targets and expanded disclosure after a 72% say-on-pay underscore responsiveness; increased performance-based LTI weight heightens sensitivity to execution on margin expansion and capital efficiency .