Michael J. Kasbar
About Michael J. Kasbar
Michael J. Kasbar, age 68, is Chairman of the Board since May 2014 and Chief Executive Officer since January 2012; he served as President until April 25, 2025 when Ira M. Birns assumed the role . He has over 35 years in fuel services, co-founding Trans‑Tec Services in 1985 and holding senior roles across World Kinect’s marine, aviation, and land businesses . 2024 performance highlights include adjusted EBITDA of $361.5M (~88% of target), operating cash flow of $260M, $139M capital returned, and a $200M Avinode sale; 2022‑2024 PRSUs paid out at 112% as adjusted EPS reached $2.18 with ROIC >7.5% . Pay-for-performance alignment improved with 86% of CEO target compensation at risk and shareholders approving NEO pay at ~91% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| World Kinect Corporation | Chairman & CEO | 2014–present (CEO since 2012) | Led portfolio sharpening, capital returns, and sustainability initiatives; guided strategy and risk oversight . |
| World Kinect Corporation | President & COO | 2002–2011 | Scaled global operations across aviation, marine, land, building distribution capabilities . |
| World Fuel Services Americas (formerly Trans-Tec) | CEO | 1995–2002 | Built marine fuel services leadership; expanded footprint . |
| Trans‑Tec Services, Inc. | Officer/Director/Shareholder (co-founder) | 1985–1994 | Co-founded and grew global marine fuel services platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Business Roundtable | Member | N/A | Engagement on policy and governance matters . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 979,167 | Legacy agreement updates; Transformational Awards granted in Nov-2022 . |
| 2023 | 1,000,000 | No increase year-over-year . |
| 2024 | 1,000,000 | No change; committee maintained targets . |
CEO pay ratio was 101:1 in 2024, illustrating mix of equity and incentive pay in total compensation .
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout % of Target | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $412.0M | $368.0M (Avinode-adjusted) | 58% | Portion of $1,312,500 target . |
| Strategic Objectives (Portfolio/People/Process) | 25% | Capped at 100% | 88% | 88% | Portion of $437,500 target . |
| Total AIP | — | $1,750,000 target | Earned 66% overall | 66% | $1,146,500 |
Strategic objectives achievements included completing Avinode/Brazil exits, EVA improvement, and EPIC general aviation acquisition; People/Process objectives mostly met .
Long-Term Incentive Program (LTIP)
| Grant Year | Vehicle | Target Units / Value | Key Terms |
|---|---|---|---|
| 2024 | PRSUs | 102,080 target units; $2,700,016 value | 3‑yr performance on adjusted EPS with ROIC modifier; payout 40–200% range; vest post-certification in 2027 . |
| 2024 | RSUs | 68,053 units; $1,800,002 value | Service-based vest ratably over 3 years beginning March 2025 . |
| 2022–2024 | PRSUs (earned) | 118,956 shares earned (112% of 106,383 target); $3,326,010 realized 3/15/2025 | Adjusted EPS $2.18 vs $2.20 target; ROIC >7.5% lifted payout to 112% . |
Beginning 2025–2027 PRSUs, EPS metric shifts to cumulative 3-year average and ROIC modifier to 3-year average to strengthen long-term alignment .
Summary Compensation (Total Mix)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 979,167 | 11,560,815 | 2,625,000 | 113,386 | 15,272,338 |
| 2023 | 1,000,000 | 4,500,008 | 1,250,000 | 52,235 | 6,802,243 |
| 2024 | 1,000,000 | 4,500,018 | 1,146,500 | 58,216 | 6,704,733 |
Clawback policy compliant with SEC/NYSE was adopted in 2023; no hedging or short sales are permitted; no tax gross-ups; double-trigger change of control for acceleration .
Equity Ownership & Alignment
- Beneficial ownership: 988,894 shares (1.7% of outstanding); includes 1,340 shares indirectly held by spouse; excludes 134,779 unvested RSUs (no voting rights pre-vesting) .
- Stock ownership guidelines: CEO 7x base salary; executives must retain 50% of net shares acquired for 3 years; NEOs were in compliance as of March 31, 2025 .
- Hedging/pledging: Prohibited; pledged shares don’t count toward ownership; pledging requires pre-approval .
- Outstanding awards at 12/31/2024 (illustrative excerpt):
- RSUs not vested: 68,053 (2024 grant), 50,063 (2023 grant), plus prior RSUs; market values provided in proxy .
- PRSUs outstanding: 102,080 (2024 target), 112,641 (2023 target), 106,383 (2022 target; subsequently earned), Transformational Awards: 181,160 PRSUs with 90,580 threshold “unearned” units schedule .
- Legacy equity instrument: 145,349 exercisable SSARs/options at $23.39 expiring 3/15/2025 (no SSARs outstanding by 3/31/2025) .
- Director compensation: As employee, he receives no additional fees for Board service .
Employment Terms
- Employment agreement (amended and restated Nov 2022): eliminated modified single-trigger and evergreen; severance now double-trigger for change of control; maintains term .
- Severance/change-of-control economics (assuming 12/31/2024 termination):
- Without cause or for good reason: 2x (base + target bonus), pro-rata bonus, health benefits continuation; total illustrated $6,646,500 .
- Within two years post-change of control: 3x (base + target bonus), pro-rata bonus; total illustrated $9,396,500 .
- Additional lump sums: $1.5M (non-CoC) or $2.5M (post-CoC) paid following restricted period; COBRA coverage continuation; double‑trigger equity acceleration if not assumed or if terminated within 12 months post-CoC .
- Restrictive covenants: Non-compete, non-solicit, non-disparagement, cooperation obligations embedded; severance conditioned on compliance .
Board Governance
- Board service: Director since 1995; Chairman and CEO; no committee memberships (management director) .
- Independence: Board is super-majority independent; Lead Independent Director (Stephen K. Roddenberry) presides over executive sessions and sets agendas; CEO+Chairman structure justified by information flow, with strong lead independent director and independent committees .
- Family relationship: First cousin of director Richard A. Kassar; Board determined immaterial to independence .
- Meetings/attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting .
Director Compensation (as applicable to board peers; Kasbar receives none)
- Cash retainers and RSU grants outlined; chairs and committee members receive additional fees; directors comply with 5x annual fee ownership guideline; RSUs vest by next annual meeting or one-year anniversary .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | 109.60 | 73.70 | 114.10 | 52.90 | 67.40 |
| Adjusted EBITDA ($M) | 261.40 | 241.30 | 380.30 | 386.40 | 361.50 |
| Company TSR (Index, $100 base) | 72.87 | 62.87 | 66.22 | 56.55 | 70.01 |
2024 highlights: $139M capital returned; $260M operating cash flow; 21% dividend increase; Avinode business sold for ~$200M proceeds; continued portfolio streamlining .
Compensation Committee Analysis
- Independent consultant: Compensation Strategies, Inc.; provided benchmarking, program design, director comp, and regulatory updates; no conflicts identified .
- Peer group (n=17) includes CHRW, Landstar, Ryder, Kirby, HF Sinclair, PFG, Sysco, JB Hunt, XPO, Range, PBF, UNFI, W.W. Grainger, Expeditors, Hub Group, Southwestern; assessment generally references the 50th percentile without strict targeting .
- Say‑on‑pay: 2023 garnered low support, prompting program changes; 2024 support rose to ~91% after increasing financial weighting and simplifying objectives .
Risk Indicators & Red Flags
- No reportable related person transactions in 2024 .
- No repricing of underwater options; strong clawback; no hedging/short sales; no tax gross-ups; double-trigger CoC; minimum vesting standards in plans .
- Dual role CEO + Chair mitigated by independent Lead Director and independent committees, with regular executive sessions .
- Pledging discouraged; requires approval; pledged shares excluded from ownership compliance .
Equity Vesting & Potential Insider Selling Pressure
- 2022–2024 PRSU vest: 118,956 shares vested on March 15, 2025, creating potential liquidity events .
- 2024 RSUs: 68,053 units vest one‑third annually beginning March 2025, extending into 2026 and 2027 .
- Transformational Awards (Nov 10, 2022): PRSUs vest 50% upon performance certification and 50% at 4th anniversary, enhancing retention but potentially front-loading supply at certification .
Equity Ownership & Outstanding Awards (detail snapshot at 12/31/2024)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially owned | 988,894 (1.7%) | Includes 1,340 indirect via spouse; excludes 134,779 unvested RSUs . |
| RSUs not vested (examples) | 68,053 (2024), 50,063 (2023), 23,641/13,147 (2022) | Service-based; standard vest schedules . |
| PRSUs outstanding | 102,080 (2024 target), 112,641 (2023), 106,383 (2022 target pre-vesting), 181,160 (Transformational) | ROIC-adjusted adj EPS; Transformational Awards based on absolute TSR . |
| Options/SSARs | 145,349 exercisable @ $23.39, expiring 3/15/2025 | No SSARs outstanding by 3/31/2025 . |
Say‑on‑Pay & Shareholder Feedback
- Actions taken: increased financial metric weighting to 75%, reduced and weighted strategic objectives to 25%, disclosed Transformational Award metrics, eliminated modified single-trigger in CEO’s agreement; director resignation policy adopted for uncontested elections .
Expertise & Qualifications
- Skills: commodities trading, energy industry, international operations, management, human capital, IT; brings unique operating insight from >25 years at the company .
Investment Implications
- Alignment improved: higher AIP weighting on financial metrics, PRSU metrics shifting to multi-year averages, robust ownership and retention policies, and double-trigger CoC reduce misalignment risk .
- Near-term supply: Significant 2025 PRSU vest (118,956 shares) and ongoing RSU proration may contribute to discretionary selling; hedging/pledging prohibitions mitigate risk of misaligned behavior .
- Retention economics: CEO severance covers 2x/3x salary+bonus plus additional lump sums and health coverage; strong non-compete and double-trigger equity terms balance retention with shareholder protections .
- Governance quality: Dual role is counterbalanced by independent structures; familial relation flagged but deemed immaterial; consistent committee independence and engagement signal stable oversight .