Scott Miller
KIRBYAbout Scott Miller
Scott P. Miller is Vice President and Chief Information Officer of Kirby Corporation (KEX), serving since April 2019. He is 46 years old and holds a B.S. in Management of Information Systems (Louisiana State University) and an MBA (University of Houston) . Under his tenure, Kirby delivered record FY2024 results with revenues of $3.266B (+6% YoY), adjusted EBITDA of $708.3M, adjusted EPS of $5.46, and one-year TSR of +35% (three-year +78%), reflecting strong KMT segment pricing/utilization and power-generation growth in KDS .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Key Energy Services, Inc. | SVP, Operations Services & Chief Administrative Officer | Jan 2016 – Mar 2019 | Led operations services and administrative functions during industry downturn/recovery . |
| Key Energy Services, Inc. | Vice President & Chief Information Officer | Mar 2013 – Dec 2015 | Drove IT strategy and CIO leadership through digital and operational transitions . |
| Key Energy Services, Inc. | Managing Director of Strategy | 2013–2019 (overlapping senior roles) | Supported corporate strategy and transformation initiatives . |
| Kirby Corporation | Vice President & Chief Information Officer | Apr 2019 – Present | Oversees enterprise technology supporting KMT/KDS operations and ESG/operational objectives . |
External Roles
No public-company board roles or external directorships disclosed for Scott Miller.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 361,375 | 391,387 | 434,626 |
| AIP Bonus Paid ($) | 395,380 | 472,326 | 450,273 |
- 2024 target bonus opportunity: 70% of salary; eligible earnings and corporate payout factor produced $450,273 bonus at a 148.0% corporate performance multiplier .
Performance Compensation
Annual Incentive Program (AIP) design emphasizes pay-for-performance with financial (80%) and operational/ESG (20%) metrics. For 2024, corporate outcomes were above target, yielding a 148.0% payout factor .
| Metric (AIP) | Weight | Target | Actual | Payout (%) | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $666.7M | $708.3M | 131.2% | Financial portion weighted payout 65.6% . |
| Adjusted EPS (diluted) | 30% | $4.82 | $5.46 | 166.7% | Weighted payout 62.5% . |
| Return on Total Capital | 10% | 9.9% | 10.9% | 152.4% | Weighted payout 19.1% . |
| Operational & ESG basket | 20% | Confidential targets | Achieved 151.1% | 151.1% | Safety, uptime, labor utilization, ESG revenue, e-commerce, working capital . |
| Corporate AIP Factor | — | — | — | 148.0% | Applied to Miller’s 70% target bonus . |
Long-term incentives: In 2024, Miller received time-based RSUs only (no performance cash awards); performance-based LTI participation (50% weight) expands to EVP/NEO levels beginning in 2025 but did not include Miller as of 2024 .
Equity Ownership & Alignment
- Beneficial Ownership: 2,000 shares directly owned (as of March 3, 2025) .
- Stock Ownership Guidelines: VPs must hold 2x base salary in KEX stock; all NEOs were in compliance as of Dec 31, 2024 .
- Hedging/Pledging: Prohibited for directors, officers, employees; supplemental insider trading policy requires preclearance and enforces timely Form 4 filings .
- Section 16 timing: A late Form 4 was filed on April 11, 2024 for an RSU vesting of 803 shares on April 8, 2024 due to administrative error .
Outstanding RSUs and vesting cadence (as of Dec 31, 2024):
| Grant Date | Unvested RSUs | Market Value ($) |
|---|---|---|
| 01/31/2020 | 1,044 | 110,455 |
| 01/29/2021 | 4,020 | 425,316 |
| 01/28/2022 | 4,773 | 504,983 |
| 02/01/2023 | 6,656 | 704,205 |
| 02/02/2024 | 7,165 | 758,057 |
- Vesting schedules: RSUs generally vest 20% annually on or about February 3 following grant (older grants vest on January 24; earlier 2019 RSUs vest on April 8) .
- Options: Miller exercised 6,705 options in 2024 ($68,034 value realized), leaving no options outstanding at year-end 2024 .
- Deferred Compensation: Aggregate 2024 plan earnings $1,695; ending balance $19,727 (company 2024 contributions pending finalization at proxy date) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None disclosed; standard equity and incentive plan participation . |
| Change-of-Control (CoC) | Double-trigger vesting; Miller covered with 2.0x annualized base salary, 2.0x target annual bonus, prorated profit sharing & deferred comp contributions, and 24 months COBRA; equity awards vest at greater of target or actual-to-date performance for performance-based awards . |
| Restrictive Covenants | Non-compete and non-solicit for 24 months post-CoC qualifying termination; confidentiality and non-disparagement required . |
| CoC Scenario Value (12/31/2024) | Total $4,138,014; includes cash severance, benefits, accelerated RSUs ($2,503,016), with no performance LTI for Miller in 2024 . |
| Clawback | SEC/NYSE-compliant policy (amended Oct 2023) for erroneous compensation over prior 3 fiscal years; recovery via forfeiture/repayment . |
| Tax Gross-Ups | Company does not provide excise tax gross-ups . |
Company Performance Context (Alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Billions) | 2.7848 | 3.092 | 3.266 |
| Adjusted EBITDA ($USD Millions) | 410.5 | 557.3 | 708.3 |
| Adjusted EPS (diluted) ($) | — | 3.72 | 5.46 |
| One-Year TSR | — | — | +35% |
Compensation Structure Analysis
- Mix and Risk: Miller’s compensation skews toward cash AIP plus time-based RSUs (five-year vesting), indicating retention-focused equity with less performance LTI exposure versus CEO/CFO/COO (who received 50% performance-based long-term awards in 2024) .
- Metric Quality: EBITDA and ROTC feature in both AIP and long-term programs reflecting stockholder feedback and alignment with value creation; AIP payout at 148.0% in 2024 tied to above-target EPS/EBITDA/ROTC outcomes .
- Governance Enhancements: Clawback strengthened; double-trigger CoC vesting; hedging/pledging ban; no excise tax gross-ups; expanded LTI performance participation from 2025 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited—reduces misalignment risk .
- Section 16 Compliance: Minor administrative late Form 4 for Miller (803-share RSU vesting) noted; company uses supplemental preclearance policy .
- Say-on-Pay: 2024 approval 72%, below historical >90%—compensation committee engaged investors and increased performance-based LTI scope for 2025 .
Investment Implications
- Alignment: Miller’s ownership, five-year RSU vesting, and AIP metrics tied to EBITDA/EPS/ROTC create clear alignment with KEX’s financial drivers; hedging/pledging bans and stock ownership guidelines reinforce discipline .
- Retention/Selling Pressure: No options outstanding and staggered RSU vesting should moderate mechanical selling; 2024 AIP paid above target from strong corporate results, supporting near-term retention .
- CoC Economics: Double-trigger severance at 2.0x salary + 2.0x bonus with full RSU acceleration could create event-driven dilution but is within market norms and lacks tax gross-ups—neutral governance signal .
- Execution Risk: Continued delivery on EBITDA/EPS/ROTC and KMT pricing/utilization is core to incentive payouts; monitoring AIP metric targets, RSU vesting cadence, and any shifts to Miller’s LTI participation will inform ongoing pay-for-performance alignment .