Pyne steps down as Kirby Executive Chairman

Jospeh H. Pyne

APRIL 24, 2018 — Joseph H. Pyne is to step down as Executive Chairman of the Board of Kirby Corporation (NYSE:KEX), effective April 30, 2018, after 40 years of service. He will continue to serve Kirby as Chairman of the Board in a non-executive role.

Mr. Pyne started his career with Kirby in 1978, and has held numerous executive positions including Chairman of the Board since April 2014, Chairman of the Board and Chief Executive Officer from January 2014 to April 2014, as Chairman of the Board, President and Chief Executive Officer from April 2013 to January 2014 and from April 2010 to April 2011, and as President and Chief Executive Officer from 1995 to April 2010, Executive Vice President from 1992 to 1995 and as President of Kirby Inland Marine from 1984 to November 1999. He has served the Company as a Director since 1988.

He also served in various operating and administrative capacities with Kirby Inland Marine from 1978 to 1984.

Kirby will incur a charge for compensation related to the retirement in the 2018 second quarter.

According to a Form 8-K filed with the Securities and Exchange Commission today, the independent directors of Kirby approved the payment to Mr. Pyne of a special one-time bonus of $15 million and acceleration of the vesting of unvested stock options covering 26,819 shares of Kirby common stock and 30,643 unvested shares of restricted stock held by Mr. Pyne. Including a value of $3.1 million attributable to the noncash accelerated vesting of the equity awards, the compensation to Mr. Pyne will result in an $18.1 million, or approximately $0.30 per share, one-time nondeductible expense in the second quarter. Stock options for 21,396 shares and 13,245 restricted stock units granted to Mr. Pyne in February 2018 will continue to vest in accordance with the terms of Kirby’s 2005 Stock and Incentive Plan.

Mr. Pyne will also be entitled to receive prorated payments of previously awarded incentive compensation in amounts and at times to be determined according to the terms of the plans under which the awards were made.

Mr. Pyne will no longer be compensated as an executive officer of Kirby.

In approving the compensation to Mr. Pyne, the independent directors considered a number of factors, including a non-competition agreement with Mr. Pyne that extends for two years after he is no longer a director of Kirby

Kirby Corporation, based in Houston, Texas, is the nation’s largest domestic tank barge operator