Richard Stewart
KIRBYAbout Richard R. Stewart
Richard R. Stewart, age 75, is an independent director of Kirby Corporation (KEX) and has served on the Board since 2008. He is the retired President & CEO of GE Aero Energy (a division of GE Energy) and previously held senior roles at Stewart & Stevenson, including Group President and director. He holds a BBA in Finance from the University of Texas and currently chairs KEX’s Audit Committee; the Board has designated all Audit members as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aero Energy (GE Energy division) | President & CEO | 1998–2006 | Led diesel engine and gas turbine power and services businesses; officer of GE |
| Stewart & Stevenson | Various roles incl. Group President and Board member | 1972–1998 | Operating and financial responsibility in engine and power products; oilfield services expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Eagle Materials Inc. | Director; member, Audit Committee; former Chairman | 2006–present | Audit Committee member |
| Exterran Corporation | Director | 2015–2018 | Not specified |
Board Governance
- Independence: The Board determined Mr. Stewart is independent under NYSE standards.
- Committee assignments: Audit Committee Chair (C); not listed on Compensation or ESG/Nominating.
- Financial expertise: All Audit Committee 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 attended >75% of the aggregate Board and committee meetings on which they served, and all directors attended the 2024 Annual Meeting.
- Board structure: Chairman and CEO roles are separated; the Chair is an independent director.
- Audit oversight: As Chair, Stewart signed the 2024 Audit Committee Report recommending inclusion of the audited financials in the 10-K and confirming auditor independence processes.
- Governance policies: Kirby maintains Corporate Governance Guidelines, Business Ethics Guidelines, committee charters, Clawback Policy, and Insider Trading Policies, with documents available on the website.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $110,000 | $201,062 | — | $311,062 |
Director compensation program (2024 structure):
- Annual cash retainer: $85,000; Committee membership fee: $7,500 per committee; Committee Chair retainers: Audit $20,000; Compensation $15,000; ESG/Nominating $10,000; Chairman of the Board: $150,000; optional election to take annual fee in cash, stock options, or restricted stock; meeting fees eliminated in 2024 as annual fee was raised.
Performance Compensation (Director Equity Grants)
| Grant Date | Instrument | Shares/Units | Grant Price | Grant-Date Fair Value | Vesting/Notes |
|---|---|---|---|---|---|
| Apr 29, 2024 | Restricted stock | 1,828 | $109.99 | $201,062 | Annual nonemployee director grant; Stewart reported no unvested restricted stock outstanding at 12/31/2024 |
Outstanding equity at 12/31/2024 (directors): Stewart had no unvested restricted stock and no options outstanding as of year-end.
Other Directorships & Interlocks
| Company | Overlap/Relationship with KEX | Potential Conflict Commentary |
|---|---|---|
| Eagle Materials Inc. | No disclosed customer/supplier linkage with KEX | No related-party transactions disclosed involving Stewart; no interlock concerns noted. |
| Exterran Corporation (2015–2018) | Former oil & gas equipment/services | Historical role; no current KEX-related transactions disclosed. |
Expertise & Qualifications
- Finance and operations leader with 35+ years of executive responsibility in engine and power products (Stewart & Stevenson; GE Aero Energy).
- Deep sector experience relevant to KEX: oilfield services; commercial/industrial engine and power products; risk management; environmental and safety programs; finance.
- Audit Chair with SEC-defined financial expert qualifications; oversight includes financial reporting, internal controls, auditor selection, legal/regulatory compliance, and cybersecurity risk processes.
Equity Ownership
| Holder | Direct | Indirect | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Richard R. Stewart (as of Mar 3, 2025) | 15,488 | — | — | 15,488 | Not shown (<1%) |
Additional context:
- Nonemployee director outstanding equity at 12/31/2024: Stewart had 0 unvested restricted shares and 0 options outstanding.
- The proxy lists Clawback and Insider Trading Policies; no disclosure of pledging by Stewart; no Section 16(a) delinquency for Stewart noted in 2024.
Governance Assessment
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Strengths
- Independent director since 2008; serves as Audit Committee Chair and SEC-defined financial expert—enhances oversight of reporting, auditors, and risk (including cybersecurity).
- Solid engagement: >75% attendance and participation in all 2024 meetings, with full Board attendance at the Annual Meeting.
- Clean related-party profile: Related-person transactions disclosed involve other executives/entities; none involve Stewart.
- Transparent director pay structure with balanced cash/equity; 2024 meeting fees removed in favor of higher fixed retainers, aligning with contemporary governance practices.
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Watch items
- Board refreshment: Stewart’s long tenure (director since 2008) can raise refreshment considerations; however, the Board emphasizes ongoing evaluation and refreshment, and the Chair/CEO roles are separated.
- Say-on-Pay signal: 2024 say-on-pay passed with 72% support—lower than “typical” levels cited by the company—prompting investor outreach and some pay design adjustments; not director-specific but relevant to overall governance sentiment.
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Overall: Stewart’s audit leadership, financial expertise, and industry background support board effectiveness and investor confidence, with no apparent conflicts or attendance issues disclosed.