Richard Alario

About Richard J. Alario

Richard J. Alario, age 70, is the independent Chairman of the Board at Kirby Corporation (KEX). He has served as an independent director since 2011 and was appointed Chairman effective at the 2024 Annual Meeting after previously serving as Lead Independent Director since 2015, presiding over regular executive sessions of non-management directors. He holds a B.A. from Louisiana State University and brings more than 35 years of oilfield services leadership experience, including CEO roles, with expertise in risk management, cybersecurity, environmental and safety programs, commercial/industrial markets, public policy, science/engineering, machine learning/AI, and finance .

Past Roles

External Roles

Board Governance

• Role: Independent Chairman of the Board (effective April 2024) with CEO/Chair roles separated; Lead Independent Director position eliminated when an independent director assumed the Chair .
• Committee assignments (current): Member, Compensation Committee; Member, ESG and Nominating Committee. He previously chaired ESG & Nominating until April 26, 2024, when Anne‑Marie Ainsworth became Chair .
• Independence: Board determined Mr. Alario is independent under NYSE rules .
• Executive sessions: Non‑management directors meet regularly without management; independent directors meet in executive session at least annually .
• Attendance and engagement (2024): Board met 4x; Audit 8x; Compensation 5x; ESG & Nominating 4x; each director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .

Fixed Compensation (Director)

• Structure: Annual director cash fee $85,000; additional Chair of the Board fee $150,000; Committee Chair fees—Audit $20,000, Compensation $15,000, ESG & Nominating $10,000; Committee membership fee $7,500 per committee; meeting fees eliminated in 2024 as annual fees were raised; fees prorated for mid‑year role changes .
• 2024 actuals (Alario): Cash fees $217,500; Restricted stock grant fair value $201,062; Total $418,562 .

Director equity plan: After each annual meeting, each nonemployee director receives restricted shares equal to $167,500 divided by FMV on grant date, multiplied by 1.2; directors may elect stock or options in lieu of cash (none did in 2024). Restricted stock issued after the annual meeting vests 6 months after issuance. Options (if elected) vest quarterly and generally have 10‑year terms .

Performance Compensation (Director equity and vesting)

• Annual equity grant: 1,828 restricted shares on April 29, 2024 at $109.99 per share; grant-date fair value $201,062; time‑based vesting (6 months) .
• No director PSUs/performance metrics; director equity is time‑based per plan .

Other Directorships & Interlocks

• External public board: DNOW Inc. (Chairman; Compensation Committee; ESG & Nominating Committee) .
• Compensation Committee interlocks: Kirby discloses no interlocks in 2024; no Company executive served on another entity’s board/compensation committee where that entity’s executive served on Kirby’s Board or Comp Committee .

Expertise & Qualifications

• 35+ years in oilfield services with CEO-level operating and financial responsibility; adds sector depth to oversight of Kirby’s distribution and services business that serves oilfield services customers. Skills include risk management, cybersecurity, environmental and safety programs, commercial/industrial markets, public policy, science/engineering, machine learning/AI, and finance .

Equity Ownership

• Beneficial ownership (as of March 3, 2025): 25,317 shares directly; no options; <1% of outstanding shares (no percent shown for holdings <1%) .
• Unvested positions at 12/31/2024: None reported; aggregate unvested RS for Mr. Alario shown as “—” .
• Hedging/pledging: Prohibited for directors; no short sales, pledging, or hedging transactions permitted .
• Director ownership guidelines: Raised from 4x to 5x annual cash director fee in Jan 2024; directors expected to comply within 5 years; all directors were in compliance as of Dec 31, 2024 .

Related-Party Considerations

• Policy: ESG & Nominating Committee must review/approve transactions with related persons; the committee reviews such transactions at least annually if ongoing .
• 2024 disclosures: Multiple related‑party payments noted (ABS, UK P&I, Signal, law firms) involving other officers; no transactions disclosed involving Mr. Alario .

Governance Assessment

• Strengths and investor confidence signals

  • Independent Chair with strong sector expertise; prior Lead Independent Director experience and regular executive sessions underscore effective independent oversight .
  • All committees comprised entirely of independent directors; Mr. Alario serves on Compensation and ESG & Nominating, supporting pay oversight and board refreshment .
  • Robust director ownership alignment: meaningful annual equity grants; 5x cash fee ownership guideline; hedging/pledging prohibited; all directors in compliance as of year‑end 2024 .
  • Attendance: Directors met >75% threshold; Board/committee cadence reflects active oversight .
  • No compensation committee interlocks in 2024; committee uses an independent consultant; double‑trigger CIC vesting and clawback policy for executives reflect shareholder‑friendly posture (indicative of overall governance culture) .

• Monitoring items and potential conflicts

  • Industry overlap: Mr. Alario chairs DNOW; while no related‑party transactions with him were disclosed, both companies operate in adjacent energy/industrial ecosystems; continue monitoring disclosures for any future related‑party interactions .
  • Compensation mix: 2024 director pay comprised both cash ($217,500) and time‑based equity ($201,062), with role transitions and proration affecting cash levels; consider ongoing mix vs. peers, though structure aligns with independent oversight incentives .

No RED FLAGS identified for Mr. Alario in 2024 disclosures: no related‑party transactions, no pledging/hedging, independence affirmed, attendance sufficient, and no interlocks disclosed .