David Grzebinski
KIRBYAbout David W. Grzebinski
David W. Grzebinski, age 63, is Chief Executive Officer of Kirby Corporation and has served as a director since 2014; he previously served as President & CEO (2014–2024), President & COO (Jan–Apr 2014), EVP/CFO (2010–2014), and joined Kirby in 2010 . He holds a BS in Chemical Engineering (University of South Florida), an MBA (Tulane University), and is a CFA charterholder; his credentials emphasize operating, financial, and risk management expertise across marine transportation and energy-related services . Under his leadership, 2024 results included revenue of $3.266B (+6% YoY), adjusted EBITDA of $708.3M (+27%), and adjusted diluted EPS of $5.46 (+47%), with one-year TSR +35% and three-year TSR +78% and debt-to-capitalization improving to 20.7% . In Q1 2025, EPS was $1.33 vs. $1.19 in Q1 2024, reflecting favorable marine fundamentals and healthy power generation demand despite weather and supply delays .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirby Corporation | CEO (Apr 2024–present); President & CEO (Apr 2014–Apr 2024); President & COO (Jan–Apr 2014); EVP/CFO (2010–2014); Chairman of principal offshore marine subsidiary (2012–2013) | 2010–present | Primary responsibility for strategy and operations; expertise in marine transportation, petrochemicals, oilfield services, risk management, and safety programs . |
| FMC Technologies | Operational and financial roles | Prior to 2010 | Added public company energy equipment expertise in operations and finance . |
| Dow Chemical | Manufacturing, engineering, and finance roles | Prior to 2010 | Strengthened process/engineering acumen and financial discipline . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Coast Guard Foundation | Director | Industry and safety engagement . |
| American Bureau of Shipping (ABS) | Director | Kirby paid ABS $1.4M for audits/surveys in 2024 (ordinary course; related-party transactions reviewed under policy) . |
| UK Protection & Indemnity Association (UK P&I) | Director | Kirby paid $3.6M in premiums for 2024–2025 policy period (ordinary course; reviewed under policy) . |
| Blue-Sky Maritime Coalition | Director | Sustainability and decarbonization initiatives . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $1,054,935 | 4% raise effective July 2024; target base $1,075,620 . |
| All Other Compensation | $41,959 | Includes 401(k) match, group life, auto allowance, club memberships; no personal-use aircraft in 2024 . |
| Deferred Compensation – Aggregate Balance | $1,078,939 | 2024 aggregate earnings $122,504 . |
| Pension/SERP | N/A | Not a participant in pension plan; Kirby maintains 401(k) and Deferred Comp Plan . |
Multi-year compensation summary (CEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,009,625 | $1,034,250 | $1,054,935 |
| RSU Awards (grant-date fair value) | $2,250,259 | $2,370,192 | $2,075,154 |
| Non-Equity Incentive Plan Compensation | $2,453,709 | $3,861,131 | $3,859,499 |
| All Other Compensation | $530,326 | $534,079 | $41,959 |
| Total | $6,243,919 | $7,799,652 | $7,031,547 |
Performance Compensation
Annual Incentive (AIP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | 533.4 | 666.7 | 800.0 | 708.3 | 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% | 30.2% |
| Weighted Corporate Performance Factor | — | — | — | — | — | — | 148.0% |
AIP payout (CEO): Eligible earnings × target bonus 115% × corporate factor 148.0% = $1,795,499 .
Long-Term Performance Awards (Cash) – 2022–2024 cycle
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | CEO Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (cumulative $M) | 50% | 1,241.222 | 1,551.527 | 2,016.985 | 1,676.183 | 126.8% | — |
| Return on Total Capital (%) | 50% | 5.7 | 7.1 | 9.3 | 8.2 | 148.4% | — |
| Weighted Average Payout Factor | — | — | — | — | — | 137.6% | $2,064,000 (on $1.5M target) |
Time-based RSUs – 2024 grant
| Grant Date | RSUs Granted | Grant-date Fair Value | Vesting |
|---|---|---|---|
| Feb 2, 2024 | 24,775 | $2,075,154 | 20% annually over 5 years; minimum 1-year vest . |
Outstanding Equity and 2024 Realizations
| Type | Details | Status/Value |
|---|---|---|
| Stock Options | 29,451 @ $73.93 exp. 02/01/26; 34,152 @ $73.29 exp. 01/31/27 | Exercisable; no unexercisable options reported . |
| RSUs (Unvested, 12/31/24) | 3,763 (2020); 16,300 (2021); 20,460 (2022); 26,288 (2023); 24,775 (2024) | Market values $398,125; $1,724,540; $2,164,668; $2,781,270; $2,621,195 respectively at $105.80/share . |
| Option Exercises (2024) | 26,358 shares | Value realized $1,185,151 . |
| RSUs Vested (2024) | 53,502 shares | Value realized $4,232,244 . |
Program design highlights: increased weight on performance-based LTI to 50% of CEO’s 2024 LTI; 2025 expands performance-based participation to all EVPs/NEOs; CEO target bonus remains 115% of salary; CEO target LTI value $4.15M split 50% RSUs/50% performance cash .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Mar 3, 2025) | 79,709 direct shares; 63,603 right-to-acquire (options) = total 143,312; <1% of shares outstanding . |
| Stock Ownership Guidelines | CEO must hold 5x base salary; all NEOs in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited for directors and employees; includes short sales, pledging, margin accounts, and derivatives . |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreements | None; uses incentive/retention and change-in-control agreements . |
| Change-in-Control (CIC) Cash | 2.99× annualized base salary; 2× target annual bonus; prorated profit sharing and deferred comp contributions; 24 months COBRA . |
| CIC Equity | Double-trigger vesting; performance awards vest at greater of target or actual to date; RSUs/options vest under plan terms . |
| CIC Non-Compete/Non-Solicit | Non-compete/non-solicit for 36 months (CEO) . |
| Potential CIC Payout (as of 12/31/24) | Total $19,755,674; includes $3,216,104 (salary×2.99), $2,473,926 (2× target bonus), benefits and accelerated equity ($9,689,798 RSUs; $4,250,875 performance awards) . |
| Clawback | Adopted 2020; amended 2023 to comply with SEC/NYSE; recovers erroneously awarded comp for last 3 fiscal years . |
| Excise Tax Gross-ups | None . |
| Option Repricing | Prohibited . |
Performance & Track Record
Company KPIs
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($M) | 410.5 | 557.3 | 708.3 |
| Net Earnings Attributable to Kirby ($M) | 122.3 | 222.9 | 286.7 |
| Adjusted Diluted EPS ($) | 2.10 | 3.72 | 5.46 |
| Revenues ($M) | — | 3,092 | 3,266 |
| Debt-to-Capitalization (%) | — | — | 20.7 |
| TSR | — | — | 1-year +35%; 3-year +78% |
Q1 2025 update: EPS $1.33 vs $1.19 in Q1 2024, strong inland/coastal utilization and pricing; power generation backlog healthy despite OEM delays .
Board Governance
- Board leadership: Chairman and CEO roles are separated; Richard J. Alario became independent Chairman in 2024, eliminating the need for a separate Lead Independent Director .
- Independence: Eight of nine directors are independent; committees consist entirely of independent directors .
- Committees: Audit (Chair Richard R. Stewart), Compensation (Chair Barry E. Davis), ESG & Nominating (Chair Anne‑Marie N. Ainsworth); CEO serves on the Board but on no committees .
- Attendance: In 2024, Board met 4 times; Audit 8; Compensation 5; ESG 4; all directors attended >75% of meetings and the 2024 annual meeting .
- Director pay (non-employee): Annual fee $85,000; Chair fees and committee fees; automatic RSU grants; employee directors (including CEO) receive no additional director pay .
Dual-role implications: Grzebinski is an employee-director but not Chair and not on committees, mitigating independence concerns; majority independent board and independent Chair provide oversight balance .
Compensation Committee Analysis
- Philosophy: Pay targeted at market median with high “at-risk” mix via short- and long-term performance incentives .
- Consultant: Meridian Compensation Partners engaged as independent advisor; no conflicts identified .
- Peer group: Transportation, midstream, oilfield services cohort used for benchmarking; Kirby aligns mid-range by size (Revenues 45th pct, Assets 57th pct, Enterprise Value 60th pct as of July 2024) .
- Key metrics: EBITDA, EPS, Return on Total Capital across AIP and LTI; increased weight on performance-based LTI to 50% for CEO/CFO/COO; expanded to all EVPs/NEOs in 2025 .
- Policies: Double-trigger CIC vesting; clawback policy; no option repricing; no excise tax gross-ups .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support was 72%; Company conducted outreach to holders representing ~73% of shares and expanded performance/LTI participation and AIP disclosure for 2025 in response .
- Stockholders supported use of ROTC and longer 5-year RSU vesting schedules for alignment .
Equity Ownership, Vesting & Insider Activity Signals
| Indicator | Detail |
|---|---|
| Ownership | 143,312 total shares (79,709 direct; 63,603 options exercisable within 60 days); <1% of outstanding . |
| Unvested RSUs | 91,586 RSUs unvested across 2020–2024 grants; five-year ratable vesting implies annual deliveries that could create periodic selling pressure . |
| 2024 Realizations | Option exercises of 26,358 shares ($1.185M value) and RSU vests of 53,502 shares ($4.232M value); realization indicates liquidity events, though retention guidelines may dampen net sales . |
| Hedging/Pledging | Prohibited, reducing alignment risk . |
| Ownership Guideline | 5x salary; in compliance as of 12/31/24 . |
Related Party Transactions & Other Risks
- ABS and UK P&I board service: Payments to ABS ($1.4M) and UK P&I ($3.6M) in 2024 in the ordinary course; reviewed under the related‑person transaction policy overseen by the ESG & Nominating Committee .
- Late Section 16 filing: Administrative error led to Form 5 (Jan 8, 2025) covering a 2016 stock gift disclosure; Company believes all other Section 16 filings were timely in 2024 .
- Policy safeguards: Clawback policy; no option repricing; prohibition on hedging/pledging; independent committees; majority independent board; independent Chair .
Investment Implications
- Pay-for-performance alignment is strong: 82% of CEO target pay is at-risk; AIP/LTI tied to EBITDA, EPS, and ROTC delivered above-target payouts (AIP factor 148%, LTI factor 137.6%) amid record 2024 performance and high TSR, supporting risk-adjusted incentive quality .
- Vesting cadence and liquidity: Five-year RSU vesting and legacy option exercises create predictable liquidity windows; while hedging/pledging bans and ownership guidelines temper misalignment, periodic selling pressure around vest/exercise dates is a monitoring point .
- Retention risk is contained: Robust CIC protections (2.99× salary, 2× bonus, accelerated performance vesting, 36‑month non‑compete) and expanded performance-based LTI participation reduce turnover risk; absence of employment contracts allows flexibility but is offset by retention-oriented equity and cash LTI .
- Governance mitigants: Independent Chair, majority‑independent committees, clawback, no excise tax gross‑ups, and no option repricing lower governance risk; related-party transactions are disclosed and overseen by policy .
- Outlook and execution: CEO commentary indicates constructive marine pricing/utilization and disciplined capital allocation (M&A optionality, buybacks), with reaffirmed EPS growth targets and strong cash generation—positive for value creation but subject to macro and OEM supply risks in power generation .