The CEO's total reported compensation of approximately $6.7 million is within a reasonable range for a CEO of a $6.7 billion industrial company, and the pay structure is strongly performance-oriented — roughly 82% of the CEO's target pay is variable and at risk, well above the 50-60% minimum the policy favors. The annual incentive plan uses multiple financial metrics (EBITDA, EPS, return on capital) plus operational and ESG goals, and the long-term performance awards use 3-year cumulative EBITDA and return on capital targets, which are meaningful long-term measures. Pay-for-performance alignment is strong: KEX's 3-year total shareholder return of +69.5% significantly outperformed its peer group median of +26.9%, and the company reported record earnings in 2025, so above-target annual and long-term incentive payouts (112.1% and 122.9% of target respectively) are well-justified by shareholder outcomes. The company has a clawback policy in place, shareholders gave 96.3% support last year signaling broad approval, and the compensation committee responded constructively to prior feedback on the one-time 2024 equity acceleration issue.

KPMG has served as Kirby's auditor since 1992 — a relationship of approximately 34 years — which exceeds the policy's 25-year tenure threshold for a No vote. The proxy does not provide a specific and compelling rationale for retaining KPMG despite this lengthy tenure, nor does it disclose a concrete multi-year rotation plan. On the positive side, the fee structure is clean: non-audit fees (tax services only, $50,000) represent just 2.2% of audit fees ($2,280,000), well below the 50% independence-concern threshold, and KPMG is a Big 4 firm fully adequate for a company of Kirby's size. However, the tenure trigger alone is sufficient to warrant a No vote under policy.