Raj Kumar
KIRBYAbout Raj Kumar
Raj Kumar is Executive Vice President and Chief Financial Officer of Kirby Corporation, serving in the role since November 2021. He holds an MBA from Columbia University, a Bachelor of Business (Accounting) from Deakin University, and is a member of CPA Australia . Company performance under his finance leadership includes 2024 Adjusted EBITDA of $708 million (+27% YoY), Adjusted EPS of $5.46 (+47% YoY), a debt-to-capitalization ratio reduced to 20.7%, and TSR of +35% (1-year) and +78% (3-year) through 12/31/2024 . He is 52 years old per the company’s 2024 Form 10-K executive officer disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact / Scope |
|---|---|---|---|
| Dril-Quip, Inc. | Vice President & CFO; VP & Chief Accounting Officer; VP & Treasurer | 2020–2021; 2019–2020; 2017–2019 | Public company CFO and senior finance leader overseeing accounting, treasury, and financial strategy |
| Frank’s International | Vice President Finance | 2015–2017 | Senior finance leadership in oilfield services |
| LyondellBasell | Segment Controller | Prior to 2015 | Segment financial control in global chemicals |
| FMC Technologies; Dell Inc. | Division CFO, Treasury, Strategic Planning, Corporate Development | Prior roles | Broad finance and corporate development experience in industrials/technology |
External Roles
| Organization/Affiliation | Role | Years | Notes |
|---|---|---|---|
| CPA Australia | Member | N/A | Professional accounting designation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $515,000 | $543,250 | $567,630 |
| Base Salary (approved level for year) | — | $556,500 | $578,760 (+4%) |
| Target Bonus % of Salary | — | — | 70% (unchanged vs 2023) |
| Non-Equity Incentive Plan Compensation (AIP + long-term performance payouts) | $563,461 | $655,594 | $1,028,385 |
| Actual AIP bonus (cash) | — | — | $588,065 (148% corporate factor) |
| All Other Compensation | $52,683 | $55,022 | $21,980 |
| Total Compensation | $1,611,221 | $1,794,120 | $2,168,298 |
Notes:
- 2024 AIP targets were made more demanding vs 2023 (EPS target +70%, EBITDA target +34%) .
- “Non-Equity Incentive Plan Compensation” includes AIP and payouts from long-term performance awards .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcomes
| Component | Weight | Target | Actual/Outcome | Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed (confidential) | Financial performance factor 147.2% (company) | 147.2% (financial portion) |
| Adjusted EPS | 30% | Not disclosed | Included in financial factor | |
| Return on Capital | 10% | Not disclosed | Included in financial factor | |
| Operational & ESG basket (10 objectives) | 20% | Not disclosed | 151.1% achievement | 151.1% (operational portion) |
| Weighted Average Corporate Performance Factor | — | — | — | 148.0% |
| Kumar: Eligible Earnings x Target Bonus % | — | $567,630 x 70% | — | — |
| Kumar: Actual AIP Paid | — | — | — | $588,065 |
Performance measures: EBITDA, EPS, Return on Capital (financial 80% total) plus a 10-metric Operational/ESG basket (20%) .
Long-Term Incentives (LTI)
- 2024 LTI split: 50% time-based RSUs and 50% long-term performance cash (for CEO, President & COO, and EVP & CFO) .
- Kumar’s 2024 targets: RSUs $550,000; long-term performance cash $550,000 (total $1,100,000) .
- RSU grant: 6,570 units on 2/2/2024; grant-date fair value $550,303; RSUs vest 20% annually over 5 years (minimum 1-year vest), with this grant vesting each February 3rd .
- Long-term performance awards: 3-year performance period; 50% Adjusted EBITDA and 50% Return on Total Capital (“ROTC”); payout at end of period vs threshold/target/max; 2022–2024 cycle paid 137.6% weighted average; Kumar’s payout: $440,320 on a 2022 target of $320,000 .
Detailed 2022–2024 performance results (Company-level):
| Metric (weight) | Threshold | Target | Maximum | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $1,241,222 | $1,551,527 | $2,016,985 | $1,676,183 | 126.8% | 63.4% |
| Return on Total Capital (50%) | 5.7% | 7.1% | 9.3% | 8.2% | 148.4% | 74.2% |
| Weighted Average Achievement | — | — | — | — | — | 137.6% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/3/2025) | 4,244 shares (direct) |
| Percent of class | Not shown (proxy shows no % for <1%) |
| Unvested RSUs outstanding (12/31/2024) | 4,365 (1/28/2022 grant); 5,992 (2/1/2023 grant); 6,570 (2/2/2024 grant) |
| Market value of unvested RSUs (12/31/2024) | $461,817; $633,954; $695,106 (price $105.80) |
| RSUs vested in 2024 | 2,953 shares; value realized $247,343 |
| Options | None outstanding for Kumar; no exercises in 2024 |
| Ownership guidelines | EVPs must hold 3x base salary; all NEOs in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors, officers, employees (no pledging allowed) |
Vesting schedule details:
- RSUs generally vest 20% annually over five years; 2022–2024 grants vest on Feb 3 each year following grant .
Employment Terms
| Term | Key Economics / Provision |
|---|---|
| Position start | EVP & CFO since November 2021 |
| Employment agreement | No employment contracts; change-in-control (CIC) agreements in place |
| CIC severance multiple | 2.0x annualized base salary (salary component) + 2.0x target annual bonus, plus prorated profit sharing and deferred comp contributions, and 24 months COBRA premiums; double-trigger required |
| CIC equity vesting | Full vesting of equity awards on qualifying termination; performance awards vest at greater of target or actual-to-date |
| Non-compete / non-solicit | 24 months under CIC agreements for EVPs |
| “Good Reason” (CIC) | Material reduction in salary; material adverse change in authority/duties; material company breach; or relocation >30 miles (and farther from residence) |
| Potential CIC payout illustration (12/31/2024) | Cash salary multiple: $1,157,520; 2x target bonus: $810,264; RSU vesting: $1,790,877; long-term performance awards: $1,052,950; plus benefit and contribution amounts (see proxy table) |
| Clawback policy | In place since 2021, amended Oct 2023 to comply with SEC/NYSE; recovers erroneously awarded compensation over 3 prior fiscal years |
| Deferred compensation | Aggregate balance $36,721 (2024 YE); 2024 aggregate earnings $2,043; 2023 company contribution $17,060 |
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Strengthened earnings profile | 2024 Adjusted EBITDA $708m (+27% YoY) and Adjusted EPS $5.46 (+47% YoY) |
| Balance sheet deleverage | Debt-to-capitalization reduced to 20.7% in 2024 |
| Shareholder returns | TSR: +35% (1-year), +78% (3-year) to 12/31/2024 |
| Capital allocation | Repurchased 1,258,031 shares YTD through 4/30/2025 at $99.16 avg; continued opportunistic M&A in inland marine (Q1 2025) |
| Operating environment | 2024 marine momentum offset by weather/river closures; KDS mixed with power generation strength vs on-highway/oil & gas softness |
Compensation Structure Analysis
- Mix and risk: Increased weight on performance-based LTI from 40% to 50% for EVP & CFO beginning 2024; expanded 50% performance-based LTI participation to all EVPs and NEOs beginning 2025, improving pay-for-performance alignment .
- Rigor: 2024 AIP financial targets were made more stringent (+70% EPS; +34% EBITDA vs 2023), yet the company delivered a 148% payout factor, suggesting strong operating execution rather than lowered hurdles .
- Governance safeguards: Double-trigger CIC; no excise tax gross-ups; no option repricing; clawback policy compliant with SEC/NYSE; hedging and pledging prohibited .
- Peer benchmarking: Meridian engaged as independent advisor; peer group includes diversified industrials/transportation and energy service names (e.g., GATX, Matson, Old Dominion, XPO, NOV, TechnipFMC, etc.) with Kirby at ~45th/57th/60th percentiles for revenue/assets/EV as of July 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 72% approval of NEO compensation; board engaged ~73% of shares to gather feedback .
- Actions taken: Increased performance-based LTI weighting and expanded participation; enhanced disclosure of AIP goals/achievement .
Equity Ownership & Alignment (Supplemental Detail)
| Detail | Amount |
|---|---|
| Unvested RSUs (12/31/2023 → 12/31/2024) | 13,310 → 16,927 units |
| Beneficial ownership (as of 3/3/2025) | 4,244 shares, <1% of class |
Investment Implications
- Incentive alignment: Kumar’s incentive mix leans more heavily to performance with 50% of LTI now tied to 3-year EBITDA and ROTC; 2022–2024 cycle paid at 137.6%, and 2024 AIP paid at 148% amid tougher targets—both indicative of operational outperformance rather than plan leniency .
- Selling/vesting pressure: RSUs vest 20% annually (Feb 3), with 16,927 unvested RSUs valued at ~$1.79 million at 12/31/2024, creating periodic vesting-related liquidity events but no options overhang; hedging/pledging prohibited, reducing alignment risks .
- Retention/CIC economics: Double-trigger CIC with 2x salary and 2x target bonus plus accelerated equity/performance awards could be meaningful (~$4.86 million total for Kumar in the 12/31/2024 illustration), mitigating retention risk in strategic events while preserving governance standards (no gross-up, good reason protection, 24-month covenants) .
- Execution track record: Finance leadership period coincides with deleveraging, improved earnings quality, and strong TSR; continued buybacks and selective asset purchases suggest disciplined capital allocation under his watch .