Shawn Williams
KIRBYAbout Shawn D. Williams
Shawn D. Williams (age 61) is an independent director of Kirby Corporation (KEX) since 2021. He is Executive Chairman of Covia Holdings (Executive Chairman since Jan 2022; previously Chairman Dec 2020–Dec 2021 and CEO Jun–Dec 2021), and formerly CEO of Nexeo Plastics (2019–2020) with prior senior roles at Nexeo Solutions, Momentive, and 22 years at GE; he holds a BS in Engineering (Purdue), an MBA (UC Berkeley), and a CERT in Cybersecurity Oversight from NACD . Kirby’s board classifies Williams as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covia Holdings LLC | Executive Chairman (prev. Chairman; CEO) | Executive Chairman Jan 2022–present; CEO Jun–Dec 2021; Chairman Dec 2020–Dec 2021 | Executive leadership of minerals-based solutions provider |
| Nexeo Plastics Holdings, Inc. | Chief Executive Officer | 2019–2020 | Led global plastics distributor |
| Nexeo Solutions, Inc. | EVP Plastics; SVP Plastics | 2017–2019; 2012–2017 | Ran plastics businesses |
| Momentive Global Sealants / Momentive Performance Materials | President (global sealants); President (silicone specialty materials) | 2007–2012 | Operated global specialty materials businesses |
| General Electric Company | Various leadership roles | 22 years | Led industrial/materials businesses globally |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Covia Holdings LLC | Chairman; Director | 2020–present | Member, Audit and Compensation Committees |
| TETRA Technologies, Inc. | Director | 2021–present | Member, Audit Committee and Human Capital Management & Compensation Committee |
| Marathon Oil Corporation | Director | Feb 2023–Nov 2024 | Member, Audit & Finance Committee and Corporate Governance & Nominating Committee |
Board Governance
- Committee assignments: Compensation Committee (member) and ESG & Nominating Committee (member) .
- Independence: Board determined Williams (and a majority of directors) are independent under NYSE standards .
- Attendance and engagement: In 2024 the Board met 4x; Audit 8x; Compensation 5x; ESG & Nominating 4x; each director then serving attended >75% of the aggregate of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet at least quarterly; independent‑only executive session at least annually .
- Board leadership and independence reinforcement: Chairman and CEO roles are separated; an independent director serves as Chairman, eliminating the need for a separate Lead Independent Director .
- Committee independence: All members of Audit, Compensation, and ESG & Nominating Committees are independent .
Fixed Compensation (Nonemployee Director Pay Framework and 2024 Actuals)
- Policy framework: Annual director fee $85,000; committee membership fee $7,500 per committee; additional annual chair fees (Audit $20,000; Compensation $15,000; ESG & Nominating $10,000); fees paid quarterly; per‑meeting fees were eliminated in 2024 when the annual fee was raised .
- 2024 actual for Williams (Nonemployee Director Compensation table): Cash fees $97,500; Stock awards (grant‑date fair value) $201,062; Option awards $0; Total $298,562 .
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Stock Awards (grant-date fair value) | $201,062 |
| Option Awards | $0 |
| Total | $298,562 |
Performance Compensation (Equity Grants and Plan Terms)
- 2024 annual grant: On April 29, 2024, Williams received 1,828 restricted shares at $109.99 per share (grant‑date fair value $201,062) .
- Plan mechanics: Automatic restricted stock after each annual meeting equals $167,500 ÷ fair market value × 1.2; stock options or restricted stock may be elected in lieu of cash fees (options grant formula uses ×3 multiple); options are struck at FMV and generally exercisable for 10 years; restricted stock issued after the annual meeting vests six months after issuance; in‑lieu grants vest quarterly during the related year .
- Year‑end 2024 outstanding equity: Unvested restricted stock —; stock options — (none outstanding for Williams at 12/31/2024) .
| Grant Detail | 2024 Equity Award |
|---|---|
| Grant Date | April 29, 2024 |
| Instrument | Restricted Stock |
| Shares Granted | 1,828 |
| Grant-Date Price | $109.99 |
| Grant-Date Fair Value | $201,062 |
| Vesting | Vests six months after issuance per plan |
| Options Granted in 2024 | None |
| Options Outstanding 12/31/2024 | None |
| Unvested RS at 12/31/2024 | None |
Other Directorships & Interlocks
| Company | Sector Relevance to Kirby | Interlock/Committee Detail |
|---|---|---|
| Covia Holdings | Industrial/energy materials | Chairman; Audit and Compensation Committee member (no Kirby related‑party transactions disclosed involving Williams) |
| TETRA Technologies | Oilfield services/chemicals | Audit and HCMC Committee member (no Kirby related‑party transactions disclosed involving Williams) |
| Marathon Oil (through Nov 2024) | E&P | Audit & Finance; Governance & Nominating (service ended Nov 2024) |
No related‑person transactions in 2024 were disclosed involving Williams; the proxy enumerates related‑party items and does not list him .
Expertise & Qualifications
- 30+ years in industrial markets including petrochemicals/refining, oilfield services, commercial/industrial; executive experience including CEO roles .
- Risk management, finance, science/engineering, and cybersecurity oversight (NACD CERT certification) .
Equity Ownership
- Beneficial ownership (as of March 3, 2025): 10,361 shares directly owned; no options/right to acquire within 60 days indicated for Williams; individual holdings were less than 1% of shares outstanding (percentages are not shown below 1%) .
- Stock ownership guidelines: Nonemployee directors must hold company stock equal to 5× the annual cash director fee (raised from 4× in Jan 2024); directors must comply within five years and accumulate ratably; all directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Company prohibits hedging and pledging of company stock by directors, officers, and employees .
| Ownership Detail | Status |
|---|---|
| Shares Beneficially Owned (3/3/2025) | 10,361 (direct) |
| Rights to Acquire within 60 days | Not indicated for Williams |
| % of Shares Outstanding | <1% (percent not shown below 1%) |
| Stock Ownership Guideline | 5× annual cash director fee (raised Jan 2024) |
| Compliance Status at 12/31/2024 | All directors in compliance |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Board effectiveness: Williams brings relevant operating and end‑market expertise (petrochemicals/refining, oilfield services) to Kirby’s Compensation and ESG & Nominating Committees, aligning with distribution and marine transportation exposures and risk oversight needs .
- Independence and attendance: Classified independent; attended >75% of combined Board/committee meetings in 2024; committees are fully independent, supporting investor confidence in oversight .
- Pay alignment and ownership: Director compensation favors equity (2024: $201,062 equity vs. $97,500 cash), with six‑month vesting of annual grants and a stringent 5× fee ownership guideline; hedging/pledging prohibited—signals alignment without leverage risk .
- Conflicts and related‑party exposure: Despite overlapping industry roles (Covia, TETRA; prior Marathon Oil), the proxy discloses no related‑party transactions involving Williams in 2024; continue to monitor, but current disclosures present no red flags .
References: