XML 46 R2.htm IDEA: XBRL DOCUMENT v3.25.0.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
As discussed in the CD&A above, the Compensation Committee has designed the Company’s executive compensation program to align a substantial portion of total compensation to motivating consistent performance over time in achievement of the Company’s strategic, operational, and financial objectives that result in increased profitability and stockholder returns. The following table sets forth additional compensation information for its named executive officers (“NEOs”), calculated in accordance with SEC
regulations
, for 2024, 2023, 2022, 2021 and 2020.
 
                   
 
 Value of Initial Fixed   
 $100 Investment as of   
 January 1, 2020 Based   
 On: 
        
                           
(In thousands)
Year
  
Summary
Compensation
Table Total
For CEO
(1)
  
Compensation
Actually Paid
to CEO
(2)(3)
  
Average
Summary
Compensation
Table Total for
Non-CEO

NEOs
(4)
  
Average
Compensation
Actually Paid
to
Non-CEO

NEOs
(2)(4)(5)
  
Total
Stockholder
Return
  
Peer Group
Total
Stockholder
Return
(6)
  
Net
Income
(Loss)
  
Adjusted
EBITDA
(7)
2024
    
$
7,031,547
    
$
9,436,272
    
$
2,280,399
    
$
3,008,599
    
$
118.17
    
$
156.71
    
$
286,707
    
$
708,328
2023
    
 
7,722,709
    
 
9,257,534
    
 
2,005,619
    
 
2,030,002
    
 
87.66
    
 
154.31
    
 
222,905
    
 
557,319
2022
    
 
6,243,919
    
 
6,766,826
    
 
1,869,027
    
 
1,987,378
    
 
71.88
    
 
127.96
    
 
122,761
    
 
410,536
2021
    
 
5,899,132
    
 
6,887,444
    
 
1,833,167
    
 
2,183,344
    
 
66.37
    
 
155.22
    
 
(246,771
)
    
 
306,116
2020
    
 
4,278,144
    
 
1,175,077
    
 
1,402,759
    
 
(70,165
)
    
 
57.89
    
 
116.52
    
 
(271,592
)
    
 
359,629
 
(1)
 
The dollar amounts reported are the amounts of total compensation reported for the Company’s CEO, Mr. Grzebinski, in the Summary Compensation Tables for 2024, 2023, 2022, 2021 and 2020. Mr. Grzebinski served as CEO for each of the years presented.
 
(2)
 
The dollar amounts reported represent the amount of “compensation
actually
paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to the Company’s CEO or other
NEOs
during the applicable year, as they also include (i) the
year-end
value of equity
awards
granted
during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through
the
date the awards vested or were forfeited, or through the end of the reported fiscal year.
(3)
 
To calculate Compensation Actually Paid to the Company’s CEO, the grant date fair value of the equity awards to the Company’s CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year, were deducted from the CEO’s “Total” compensation as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2024 - $4,479,879, 2023 - $
3,905,017, 2022
- $2,773,165, 2021 - $4,306,800, and 2020 - $(1,034,588). The equity award adjustments represent the year-over-year change in the fair value of equity awards to the Company’s CEO.
 
(4)
 
For 2020, Mr. William Harvey, former Executive Vice President and Chief Financial Officer, Mr. Joseph Reniers, former President - Kirby Distribution and Services, Inc., Mr. O’Neil and Ms. Husted are included as
non-CEO
NEOs. For 2021, Messrs. Kumar, O’Neil, Harvey, and Reniers and Ms. Husted are included as
non-CEO
NEOs. For 2022, Messrs. Kumar and O’Neil and Mss. Husted and Clarke are included as
non-CEO
NEOs. For 2023, Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke are included as
non-CEO
NEOs. For 2024, Messrs. Kumar, O’Neil and Miller and Ms. Husted are included as non-CEO NEOs.
 
(5)
 
To calculate Average Compensation Actually Paid to the Company’s
non-CEO
NEOs, the average of the grant date fair value of the equity awards to the Company’s NEOs (other than the CEO), as reported in the “Stock Awards” column in the Summary Compensation Table
for
each applicable year, were deducted from the average of the “Total” compensation of the Company’s
non-CEO
NEOs as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2024 - $1,503,386, 2023 - $604,525, 2022 - $822,973, 2021 - $1,332,309, and 2020 - $(761,423). The equity award adjustments represent the average of the year-over-year change in the fair value of equity awards to the Company’s NEOs (other than the CEO).
 
(6)
 
Reflects cumulative total stockholder return of the Dow Jones US Transportation Average index (“DJTA”), as of December 31, 2024. The DJTA is the peer group used by the Company for purposes of Item 201(e) of Regulation
S-K
under the Exchange Act in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2024. The DJTA has been selected by the Company as its peer group based on its inclusion in that index. The DJTA is a price-weighted average of twenty transportation stocks traded in the United States. The index includes railroads, airlines, trucking, marine transportation, delivery services, and logistics companies. While the Company believes the index is useful for providing insight into the state of the U.S. economy, the index does not include the Company’s primary competitors in the KMT segment who are largely private companies. In addition, the Company derived 41% of its revenues in 2024 from its KDS segment whose operations are not typical of other members of the index. Therefore, stock performance of the DJTA may not correlate to the Company’s stock performance due to the inherent variations in operations between those of the Company and the other members of the index.
 
(7)
 
Adjusted EBITDA for 2020 excludes $553.3 million related to impairment of long-lived assets, impairment of goodwill, and inventory write-downs. Pursuant to its authority to interpret the AIP guidelines to assure that awards are consistent with the AIP’s purposes and the Company’s interests, the Committee approved the exclusion of those items in determining the annual incentive compensation payouts for all participants, as the Compensation Committee determined that those exclusions were appropriate given the Compensation Committee’s opinion that the impairments and other charges were primarily due to the impact of the
COVID-19
pandemic. The Committee also took into account the effects of the Company to protect its employees and continue operations despite the challenges of the
COVID-19
pandemic, with minimal disruptions, including by moving many of its shoreside employees to remote operations. Adjusted EBITDA for 2021 excludes $340.7 million related to impairment of long-lived assets and impairment of goodwill. For 2021, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment was primarily due to the impact of the strategic decision to sell the Hawaii assets and retire wire assets, which will benefit the Company long-term. For compensation payout purposes, no adjustments were made to return on total capital, EBITDA, or earnings per share for 2022 and 2023. Adjusted EBITDA for 2024 excludes $56.3 million related to an impairment charge associated with conventional diesel fracturing equipment inventory. For 2024, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment charge was primarily due to the impact of a rapid paradigm shift in technology from conventional diesel-powered equipment to both dual-fuel and electric-powered hydraulic equipment as certain of the Company’s customers and other pressure pumpers disclosed in the fourth quarter of 2024 retirements and impairments of their conventional diesel hydraulic fracturing equipment. The Compensation Committee also determined that it was appropriate to exclude the 2024 one-time deferred tax credit that the Company received in connection with a change in Louisiana tax law. Please refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measures.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote For 2020, Mr. William Harvey, former Executive Vice President and Chief Financial Officer, Mr. Joseph Reniers, former President - Kirby Distribution and Services, Inc., Mr. O’Neil and Ms. Husted are included as
non-CEO
NEOs. For 2021, Messrs. Kumar, O’Neil, Harvey, and Reniers and Ms. Husted are included as
non-CEO
NEOs. For 2022, Messrs. Kumar and O’Neil and Mss. Husted and Clarke are included as
non-CEO
NEOs. For 2023, Messrs. Kumar, O’Neil and Miller and Mss. Husted and Clarke are included as
non-CEO
NEOs. For 2024, Messrs. Kumar, O’Neil and Miller and Ms. Husted are included as non-CEO NEOs. 		       
Peer Group Issuers, Footnote Reflects cumulative total stockholder return of the Dow Jones US Transportation Average index (“DJTA”), as of December 31, 2024. The DJTA is the peer group used by the Company for purposes of Item 201(e) of Regulation
S-K
under the Exchange Act in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2024. The DJTA has been selected by the Company as its peer group based on its inclusion in that index. The DJTA is a price-weighted average of twenty transportation stocks traded in the United States. The index includes railroads, airlines, trucking, marine transportation, delivery services, and logistics companies. While the Company believes the index is useful for providing insight into the state of the U.S. economy, the index does not include the Company’s primary competitors in the KMT segment who are largely private companies. In addition, the Company derived 41% of its revenues in 2024 from its KDS segment whose operations are not typical of other members of the index. Therefore, stock performance of the DJTA may not correlate to the Company’s stock performance due to the inherent variations in operations between those of the Company and the other members of the index. 		       
PEO Total Compensation Amount $ 7,031,547 $ 7,722,709 $ 6,243,919 $ 5,899,132 $ 4,278,144
PEO Actually Paid Compensation Amount $ 9,436,272 9,257,534 6,766,826 6,887,444 1,175,077
Adjustment To PEO Compensation, Footnote To calculate Compensation Actually Paid to the Company’s CEO, the grant date fair value of the equity awards to the Company’s CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year, were deducted from the CEO’s “Total” compensation as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2024 - $4,479,879, 2023 - $
3,905,017, 2022
- $2,773,165, 2021 - $4,306,800, and 2020 - $(1,034,588). The equity award adjustments represent the year-over-year change in the fair value of equity awards to the Company’s CEO. 		       
Non-PEO NEO Average Total Compensation Amount $ 2,280,399 2,005,619 1,869,027 1,833,167 1,402,759
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,008,599 2,030,002 1,987,378 2,183,344 (70,165)
Adjustment to Non-PEO NEO Compensation Footnote To calculate Average Compensation Actually Paid to the Company’s
non-CEO
NEOs, the average of the grant date fair value of the equity awards to the Company’s NEOs (other than the CEO), as reported in the “Stock Awards” column in the Summary Compensation Table
for
each applicable year, were deducted from the average of the “Total” compensation of the Company’s
non-CEO
NEOs as reported in the Summary Compensation Table, and the following equity award adjustments were added to or deducted from (as applicable) the balance: 2024 - $1,503,386, 2023 - $604,525, 2022 - $822,973, 2021 - $1,332,309, and 2020 - $(761,423). The equity award adjustments represent the average of the year-over-year change in the fair value of equity awards to the Company’s NEOs (other than the CEO). 		       
Compensation Actually Paid vs. Total Shareholder Return
The following charts reflect that the Compensation Actually Paid over the f
ive
-year period ended December 31, 202
4
 aligns to trends in the Company’s TSR, net income (loss) and
adjusted
EBITDA results over the same period.
 
        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group
The following charts reflect that the Compensation Actually Paid over the f
ive
-year period ended December 31, 202
4
 aligns to trends in the Company’s TSR, net income (loss) and
adjusted
EBITDA results over the same period.
 
        
Tabular List, Table
The list of items below
identifies
the three most
important
financial
performance
measures used by the Company’s Compensation Committee to link the “compensation actually paid” to the Company’s CEO and other NEOs in 202
4
, calculated in accordance with SEC regulations, to Company performance. The role of each of these performance measures on NEO compensation is discussed in the Compensation
Discussion
and Analysis section beginning on page 33.
 
Financial Performance Measures
EBITDA
Return on Total Capital
Earnings per Share
        
Total Shareholder Return Amount $ 118.17 87.66 71.88 66.37 57.89
Peer Group Total Shareholder Return Amount 156.71 154.31 127.96 155.22 116.52
Net Income (Loss) $ 286,707,000 $ 222,905,000 $ 122,761,000 $ (246,771,000) $ (271,592,000)
Company Selected Measure Amount 708,328,000 557,319,000 410,536,000 306,116,000 359,629,000
PEO Name Mr. Grzebinski Mr. Grzebinski Mr. Grzebinski Mr. Grzebinski Mr. Grzebinski
Impairment of Long Lived Assets Including Goodwill       $ 340,700,000 $ 553,300,000
Measure:: 1          
Pay vs Performance Disclosure          
Name EBITDA        
Non-GAAP Measure Description Adjusted EBITDA for 2020 excludes $553.3 million related to impairment of long-lived assets, impairment of goodwill, and inventory write-downs. Pursuant to its authority to interpret the AIP guidelines to assure that awards are consistent with the AIP’s purposes and the Company’s interests, the Committee approved the exclusion of those items in determining the annual incentive compensation payouts for all participants, as the Compensation Committee determined that those exclusions were appropriate given the Compensation Committee’s opinion that the impairments and other charges were primarily due to the impact of the
COVID-19
pandemic. The Committee also took into account the effects of the Company to protect its employees and continue operations despite the challenges of the
COVID-19
pandemic, with minimal disruptions, including by moving many of its shoreside employees to remote operations. Adjusted EBITDA for 2021 excludes $340.7 million related to impairment of long-lived assets and impairment of goodwill. For 2021, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment was primarily due to the impact of the strategic decision to sell the Hawaii assets and retire wire assets, which will benefit the Company long-term. For compensation payout purposes, no adjustments were made to return on total capital, EBITDA, or earnings per share for 2022 and 2023. Adjusted EBITDA for 2024 excludes $56.3 million related to an impairment charge associated with conventional diesel fracturing equipment inventory. For 2024, the Compensation Committee determined that this exclusion was appropriate given the Compensation Committee’s opinion that the impairment charge was primarily due to the impact of a rapid paradigm shift in technology from conventional diesel-powered equipment to both dual-fuel and electric-powered hydraulic equipment as certain of the Company’s customers and other pressure pumpers disclosed in the fourth quarter of 2024 retirements and impairments of their conventional diesel hydraulic fracturing equipment. The Compensation Committee also determined that it was appropriate to exclude the 2024 one-time deferred tax credit that the Company received in connection with a change in Louisiana tax law. Please refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measures. 		       
Measure:: 2          
Pay vs Performance Disclosure          
Name Return on Total Capital        
Measure:: 3          
Pay vs Performance Disclosure          
Name Earnings per Share        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 4,479,879 $ 3,905,017 $ 2,773,165 4,306,800 (1,034,588)
Non-PEO NEO | Adjusted EBITDA [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 1,503,386 $ 604,525 $ 822,973 $ 1,332,309 $ (761,423)