William Waterman
KIRBYAbout William M. Waterman
Retired President and CEO of Penn Maritime Inc., William M. Waterman is 71 and has served as an independent director of Kirby Corporation since 2012. He sits on the Compensation Committee and the ESG and Nominating Committee. Waterman holds a BA in Economics from Union College, and brings over 40 years of coastal tank barge industry expertise relevant to Kirby’s marine transportation business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn Maritime Inc. | President & CEO | 1983–2012 | Built Penn into one of the largest U.S. coastal tank barge operators; deep expertise in marine and hydrocarbon transportation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Waterways Operators (AWO) | Former Director; Past Chairman | Not disclosed | National trade association for U.S. barge industry |
| Public company boards | None disclosed | — | No other public directorships listed in biography |
Board Governance
- Independence: Determined independent under NYSE standards; part of majority-independent board .
- Committee assignments: Member—Compensation; Member—ESG and Nominating .
- Attendance: In 2024, each director attended more than 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (Richard J. Alario) since April 2024; no separate Lead Independent Director thereafter .
- Executive sessions: Non-management directors meet regularly; independent-only session at least annually .
- Related-party oversight: ESG & Nominating Committee reviews related person transactions .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Compensation (Member); ESG & Nominating (Member) |
| 2024 attendance | ≥75% of Board/committee meetings; attended Annual Meeting |
| Executive sessions | Regular non-management sessions; annual independent-only session |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director fee (structure) | $85,000 | Paid in cash; option to elect stock options or restricted stock in lieu (no election by directors in 2024) |
| Committee membership fee (structure) | $7,500 per committee | Paid quarterly; Waterman serves on 2 committees |
| Fees earned or paid in cash (actual) | $78,750 | Reported 2024 cash compensation |
| Stock awards (grant-date fair value) | $201,062 | 1,828 restricted shares granted on Apr 29, 2024 at $109.99/share |
| Option awards | $0 | No option grant in 2024 |
| Total | $279,812 | Sum of cash and stock awards |
| Equity Grant Mechanics (Directors) | Detail |
|---|---|
| Automatic annual grant | Restricted stock equal to $167,500 ÷ fair market value × 1.2 (shares) |
| Vesting | Automatic director RSUs vest 6 months after issuance |
| In-lieu elections | Directors may elect options (fee ÷ price × 3) or restricted stock (fee ÷ price × 1.2) in lieu of cash |
| Meeting fees | Eliminated in 2024 when annual fee was raised |
Performance Compensation
Directors do not receive performance-based incentives; compensation consists of fixed retainers and time-based restricted stock without performance conditions. Accordingly, no performance metrics apply to director compensation .
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Financial/operational metrics (EPS, EBITDA, ROTC, ESG) | None—director equity vests time-based (6 months); no performance targets disclosed for directors |
| 2024 Director Equity Grant Detail | Shares | Grant Date | Fair Value/Share | Vesting |
|---|---|---|---|---|
| Restricted Stock (automatic annual grant) | 1,828 | Apr 29, 2024 | $109.99 | 6 months after grant |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in KEX proxy |
| Trade associations/non-profit | AWO—former director and past Chair |
| Interlocks/overlaps with KEX stakeholders | None disclosed |
Expertise & Qualifications
- Marine transportation and hydrocarbon transportation; environmental and safety programs; public policy; finance .
- Built and led one of the largest coastal tank barge operators; deep customer/market knowledge in coastal marine .
- Education: BA in Economics (Union College) .
Equity Ownership
| Ownership Category | Shares | Notes |
|---|---|---|
| Direct | 37,315 | Held individually/jointly or in nominee accounts |
| Indirect | 82,249 | Held by a trust for spouse and adult children; Waterman disclaims beneficial ownership |
| Right to acquire within 60 days | 0 | No exercisable options within 60 days |
| Total beneficial ownership | 119,564 | <1% of outstanding shares |
| Unvested director equity at 12/31/2024 | 0 RSUs; 0 options | No unvested director RSUs/options reported |
| Stock ownership guidelines | 5× annual cash director fee; all directors in compliance as of 12/31/2024 | |
| Hedging/pledging | Prohibited for directors (insider trading policy) |
Governance Assessment
- Board effectiveness: Waterman adds seasoned coastal marine expertise and customer insight, complementing inland and industrial experience on the board; active on Compensation and ESG & Nominating committees .
- Independence & engagement: Independent; committee member on two key committees; ≥75% attendance in 2024 and attended Annual Meeting—supports investor confidence .
- Pay alignment: Director compensation is modest in cash with meaningful equity grants vesting quickly (6 months). Ownership guidelines increased to 5× fee in 2024; Waterman in compliance—positive alignment signal .
- Compensation committee quality: Committee fully independent; includes Waterman, Chair Barry E. Davis, Richard J. Alario, and Shawn D. Williams. Independent consultant Meridian engaged; no conflicts identified; no interlocks disclosed—strong process .
- Related-party/conflicts: No Waterman-specific related party transactions disclosed; indirect trust holdings are disclosed with disclaimed beneficial ownership—no conflict flagged .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, low attendance, or option repricing for directors .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 72% of votes cast; company undertook outreach and increased performance-based LTI participation and disclosure for executives in response—signals responsiveness by the Compensation Committee (Waterman member) .
Notes on Section 16 Compliance / Insider Activity
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company reports timely filings except for minor late filings related to others; no late filings noted for Waterman |
Overall, Waterman’s deep coastal marine operating background, independence, and committee roles bolster Kirby’s board effectiveness. His disclosed ownership, compliance with strengthened ownership guidelines, and absence of related-party exposure support alignment with shareholders, while the Compensation Committee’s outreach and program adjustments post-2024 Say-on-Pay provide a positive governance signal .