UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

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þ Definitive Proxy Statement

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¨ Soliciting Material Under §240.14a-12

Kirby Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 20132015

Annual Meeting of Stockholders

and

Proxy Statement

Meeting Date: April 23, 201328, 2015

KIRBY CORPORATION

55 Waugh Drive, Suite 1000

P. O. Box 1745

Houston, Texas 77251-1745

March 8, 20136, 2015

Dear Fellow Stockholders:

On behalf of the Board of Directors, we cordially invite you to attend the 20132015 Annual Meeting of Stockholders of Kirby Corporation to be held on Tuesday, April 23, 2013,28, 2015, at 10:00 a.m. (CDT). The meeting will be held at 55 Waugh Drive, 9th Floor, Houston, Texas 77007. We look forward to personally greeting those stockholders who will be able to attend the meeting.

This booklet contains the notice of the Annual Meeting and the Proxy Statement, which contains information about the proposals to be voted on at the meeting, Kirby’s Board of Directors and its committees and certain executive officers. This year you are being asked to elect three Class IIIII directors, reapprove the material terms of the performance objectives under Kirby’s 2005 Stock and Incentive Plan, ratify the Audit Committee’s selection of KPMG LLP as Kirby’s independent registered public accounting firm for 20132015 and cast an advisory vote on executive compensation.

In addition to the formal proposals to be brought before the Annual Meeting, there will be a report on our Company’s operations, followed by a question and answer period.

Your vote is important. Please ensure that your shares will be represented at the meeting by completing, signing and returning your proxy card in the envelope provided whether or not you plan to attend personally.

Thank you for your continued support and interest in Kirby Corporation.

Sincerely,

JDOSEPHAVID H. PW. GYNERZEBINSKI

Chairman of the BoardPresident and Chief Executive Officer

KIRBY CORPORATION

55 Waugh Drive, Suite 1000

P. O. Box 1745

Houston, Texas 77251-1745

NOTICE OF 20132015 ANNUAL MEETING OF STOCKHOLDERS

Proposals to be voted on at the Kirby Corporation 20132015 Annual Meeting of Stockholders are as follows:

1.  Election of three Class IIIII directors;

2.  Reapproval of the material terms of the performance objectives under Kirby’s 2005 Stock and Incentive Plan;

3.  Ratification of the Audit Committee’s selection of KPMG LLP as Kirby’s independent registered public accounting firm for 2013;2015;

3.4.  Advisory vote on the approval of the compensation of Kirby’s named executive officers; and

4.5.  Consideration of any other business that properly comes before the meeting.

You have the right to receive this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 1, 2013.2, 2015. Please remember that your shares cannot be voted unless you sign and return the enclosed proxy card, vote in person at the Annual Meeting, or make other arrangements to vote your shares.

We have enclosed a copy of Kirby Corporation’s 20122014 Annual Report to stockholders with this notice and Proxy Statement.

March 8, 20136, 2015

KIRBY CORPORATION

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Kirby Corporation (the “Company”) to be voted at the Annual Meeting of Stockholders to be held at 55 Waugh Drive, 9th Floor, Houston, Texas, on April 23, 2013,28, 2015, at 10:00 a.m. (CDT).

Whenever we refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that results from an adjournment or postponement of the Annual Meeting. The Notice of Annual Meeting, this Proxy Statement, the proxy card and the Company’s Annual Report, which includes the Annual Report on Form 10-K for 2012,2014, are being mailed to stockholders on or about March 18, 2013.2015.

SOLICITATION OF PROXIES

The Proxy Card

Your shares will be voted as specified on the enclosed proxy card. If a proxy is signed without choices specified, those shares will be voted for the election of the Class IIIII directors named in this Proxy Statement, for the reapproval of the material terms of the performance objectives under the Company’s 2005 Stock and Incentive Plan, for the ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2013,2015, for the approval on an advisory basis of executive compensation and at the discretion of the proxies on other matters.

You are encouraged to complete, sign and return the proxy card even if you expect to attend the meeting. If you sign a proxy card and deliver it to us, but then want to change your vote, you may revoke your proxy at any time prior to the Annual Meeting by sending us a written revocation or a new proxy, or by attending the Annual Meeting and voting your shares in person.

Cost of Soliciting Proxies

The cost of soliciting proxies will be paid by the Company. The Company has retained Georgeson Inc. to solicit proxies at an estimated cost of $6,000, plus out-of-pocket expenses. Employees of the Company may also solicit proxies, for which the expense would be nominal and borne by the Company. Solicitation may be by mail, facsimile, electronic mail, telephone or personal interview.

VOTING

Stockholders Entitled to Vote

Stockholders of record at the close of business on March 1, 20132, 2015 will be entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on March 1, 2013,2, 2015, the Company had 56,719,38755,703,132 outstanding shares of common stock. Each share of common stock is entitled to one vote on each matter to come before the meeting.

Quorum and Votes Necessary to Adopt Proposals

In order to transact business at the Annual Meeting, a quorum consisting of a majority of all outstanding shares entitled to vote must be present. Abstentions and proxies returned by brokerage firms for which no voting instructions have been received from their beneficial owners will be counted for the purpose of determining

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whether a quorum is present. A majority of the votes cast (not counting abstentions and broker nonvotes) is required for the election of directors (Proposal 1). A majority of the outstanding shares entitled to vote that are represented at the meeting in person or by proxy is required for the reapproval of the material terms of the performance objectives under the Company’s 2005 Stock and Incentive Plan (Proposal 2) and for the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 20132015 (Proposal 2)3). Proposal 34 is a non-binding advisory vote on executive compensation and therefore there is no voting standard for that proposal, since the voting results will be informational only.

Please note that if your shares are held in the name of a brokerage firm on your behalf, your broker may not vote your shares on the election of directors or the matters related to executive compensation without voting instructions from you.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 201328, 2015

This Proxy Statement and the Company’s 20122014 Annual Report, which includes the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), are available electronically at www.edocumentview.com/kex.

The following proposals will be considered at the meeting:

The Board of Directors of the Company unanimously recommends that you vote “FOR” the Board’s nominees for director, “FOR” the reapproval of the material terms of the performance objectives under the Company’s 2005 Stock and Incentive Plan, “FOR” the selection of KPMG LLP as our independent registered public accounting firm for 20132015 and “FOR” approval of our executive compensation.

ELECTION OF DIRECTORS (PROPOSAL 1)

The Bylaws of the Company provide that the Board shall consist of not fewer than three nor more than fifteen members and that, within those limits, the number of directors shall be determined by the Board. The Bylaws further provide that the Board shall be divided into three classes, with the classes being as nearly equal in number as possible and with one class being elected each year for a three-year term. The size of the Board is currently set at ten.nine. Three Class IIIII directors are to be elected at the 20132015 Annual Meeting to serve until the Annual Meeting of Stockholders in 2016.2018.

Each nominee named below isMonte J. Miller and Joseph H. Pyne are both currently serving as a directordirectors and each has consented to serve for the new term if elected. Bob G. Gower, who has served as a director since 1998, will not stand for reelection as a director. The Governance Committee recommended to the Board that Barry E. Davis be nominated to fill the vacancy created by Mr. Gower’s retirement as a director. The Committee retained an executive search firm to assist in the search for qualified candidates. The Committee considered a number of candidates recommended by the search firm in addition to Mr. Davis, who was identified and recommended by the search firm. If any

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nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board to fill the vacancy.

In addition to satisfying, individually and collectively, the Company’s Criteria for the Selection of Directors discussed under the “THE BOARD OF DIRECTORS — Governance Committee” below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Company’s principal businesses or the principal businesses of significant customers of the Company. The brief biographies of each of the nominees and continuing directors below includes a summary of the particular experience and qualifications that led the Board to conclude that he should serve as a director.

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Nominees for Election

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election of each of the following nominees as a director.

Nominees for Election as Class IIIII directors to serve until the Annual Meeting of Stockholders in 20162018

Mr. DayDavis is ChairmanPresident, Chief Executive Officer and a director of Teekay Corporation, a foreign flag tank vessel owner and operator. He serves as Chairman of the Governance Committee and is a member of the Compensation Committee. He is also Chairman of Teekayboth EnLink Midstream GP, L.L.C.,LLC, the general partner of Teekay LNGEnLink Midstream Partners, L.P., ChairmanLP, and EnLink Midstream Manager, LLC, the managing member of Teekay Offshore GP L.L.C.,EnLink Midstream, LLC. EnLink Midstream Partners, LP and EnLink Midstream, LLC (collectively “EnLink Midstream”) are both publicly traded and listed on the general partnerNew York Stock Exchange (“NYSE”). Prior to the formation of Teekay Offshore Partners L.P., ChairmanEnLink Midstream in 2014 through the combination of Teekay Tankers Ltd.Crosstex Energy and Chairmansubstantially all of Compass Diversified Holdings.the U.S. midstream assets of Devon Energy, Mr. Davis had served since 1996 as President and Chief Executive Officer of Crosstex Energy, as a director of Crosstex Energy since 2002 and in management roles with other companies in the energy industry since 1984. Mr. Davis is also a member and former president of the Natural Gas and Electric Power Society and the Dallas Wildcat Committee.

EnLink Midstream provides midstream energy services, including gathering, transmission, processing, fractionation, brine services and marketing of natural gas, natural gas liquids, condensate and crude oil. EnLink Midstream’s assets include an extensive pipeline network, processing plants, fractionation facilities, storage facilities, rail terminals, barge and truck terminals and an extensive fleet of trucks. Understanding the transportation of crude oil, petrochemicals and other commodities was one of the primary criteria given to the search firm engaged by the Governance Committee to identify director candidates. Mr. DayDavis has over 40 years ofextensive knowledge and experience in the marine transportation of hydrocarbons, which is the primary business serving for the past 15 years as Chairman of one of the largest tanker companies in the worldEnLink Midstream and for 10 years before that as chief executive officer of an international bulk shipping company. In addition, Mr. Day has been active in the private equity investment business for the last 28 years, gaining extensive experience in financial management and analysis.its predecessors.

Mr. LamontMiller is a consultant and private investor. He served as Executive Vice President, Chemicals, of Flint Hills Resources, LP (“Flint Hills”), a company engaged in crude oil refining, transportation and marketing, and the production of petrochemicals, from 2003 to 2006. From 1999 to 2003, he was Senior Vice President of Koch Chemical Company, a predecessor company of Flint Hills. Mr. Miller serves as Chairmana member of the Compensation Committee and is a member of the Executive Committee and Governance Committee.

Mr. LamontMiller has 30 years of experience in the petrochemical and his family have beenrefining business. A significant volume of petrochemical products and refined petroleum products are transported coastwise and on the inland waterways and petrochemicals and refined petroleum products represent a major stockholdersportion of the Company since its formationCompany’s business, so

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Mr. Miller’s extensive knowledge about petrochemical and he has beenrefining companies, which constitute a directorsubstantial part of the Company throughout its transformation from a company engaged in the oil and gas and insurance businesses, among others, into the largest domestic tank barge company in the United States,Company’s customer base, as well as a significant presence in the diesel engine services business. Through his private investment activities, Mr. Lamontproducts they ship and the end users of the products, is valuable to the Board. He also has extensive experience in financial analysisdeveloping and administering incentive compensation programs at companies similar in financial markets.size to the Company.

Joseph H. Pyne, a director since 1988, is the Chairman of the Board of the Company.

Mr. WatermanPyne has been with the Company for 37 years, having served as President of its principal marine transportation subsidiary before serving as President and Chief Executive Officer of Penn Maritime Inc. (“Penn”) from 1983 through 2012 until the acquisition of Penn by the Company on December 14, 2012. Penn is a coastwise tank barge operator, transporting primarily refinery feedstocks, asphaltfrom 1995 to 2010 and crude oil along the East Coast and Gulf Coastthen as Chairman of the United States. He is also a directorBoard, President and pastChief Executive Officer or Chairman of The American Waterways Operators, the national trade association for the United States barge industry.

Mr. Waterman has over 36 years of experience in the coastal tank barge business with PennBoard and predecessor companies, building Penn into oneChief Executive Officer of the largest coastal tank barge operators in the United States. The Company significantly expanded its coastal marine transportation business with several major acquisitions in 2011 and 2012.until April 2014. Mr. Waterman’sPyne has extensive experience in that business and knowledge of its markets and customers are valuable to the Board in its oversightall aspects of the Company’s expanding coastwise businessCompany, its history, operations, customer base, financial condition and complementstrategic planning. He has long been active in industry associations that, among other benefits, monitor significant legislative and regulatory developments affecting both the inland marine transportation and petrochemical industry experience of other Company directors.diesel engine services businesses.

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Directors Continuing in Office

The following persons are directors of the Company who will continue in office.

Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2016

Mr. Day is Chairman of Teekay Corporation, a diversified foreign flag shipping group. He serves as Chairman of the Compensation Committee and is a member of the Governance Committee. He is also Chairman of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P., Chairman of Teekay Offshore GP L.L.C., the general partner of Teekay Offshore Partners L.P. and Chairman of Compass Diversified Holdings.

Mr. Day has over 40 years of experience in the marine transportation business, serving for the past 17 years as Chairman of one of the largest tanker companies in the world and for 10 years before that as chief executive officer of an international bulk shipping company. In addition, Mr. Day has been active in the private equity investment business for the last 30 years, gaining extensive experience in financial management and analysis.

Mr. Lamont is a private investor. He serves as a member of the Compensation Committee.

Mr. Lamont and his family have been major stockholders of the Company since its formation and he has been a director of the Company throughout its transformation from a company engaged in the oil and gas and insurance businesses, among others, into the largest domestic tank barge company in the United States, as well as a significant presence in the diesel engine services business. Through his private investment activities, Mr. Lamont also has extensive experience in financial analysis and in financial markets.

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Mr. Waterman served as President and Chief Executive Officer of Penn Maritime Inc. (“Penn”) from 1983 through 2012 until the acquisition of Penn by the Company in December 2012. Penn was a coastal tank barge operator, transporting primarily refinery feedstocks, asphalt and crude oil along the East Coast and Gulf Coast of the United States. He is also a director and past Chairman of The American Waterways Operators, the national trade association for the United States barge industry. Mr. Waterman serves as a member of the Governance Committee.

Mr. Waterman has over 36 years of experience in the coastal tank barge business with Penn and its predecessor companies, building Penn into one of the largest coastal tank barge operators in the United States. Mr. Waterman’s extensive experience in that business and knowledge of its markets and customers are valuable to the Board in its oversight of the Company’s coastal business and complement the inland marine transportation and petrochemical industry experience of other Company directors.

Continuing Class I directors, serving until the Annual Meeting of Stockholders in 20142017

Mr. Alario is Chairman of the Board, President and Chief Executive Officer of Key Energy Services, Inc. (“Key Energy”), a publicly traded oilfield service company listed on the New York Stock Exchange (“NYSE”).NYSE. He has served in senior executive positions with Key Energy since 2004. Prior to joining Key Energy, Mr. Alario served as Vice President of BJ Services Company, an oilfield service company, from 2002 to 2004, and served for over 21 years in various capacities, most recently Executive Vice President, of OSCA, Inc., also an oilfield service company. He serves as Chairman of the Governance Committee and is a member of the Audit Committee. He currently serves as Vice Chairman, Director and Executive Committee member of the National Ocean Industries Association and serves asis a member of the American Association of Drilling Engineers and the Petroleum Equipment Suppliers Association. HeMr. Alario is a director of Distribution Now and serves as a memberChairman of the Audit Committee. Mr. Alarioits compensation committee. He also served as a director of Seahawk Drilling, Inc. from 2009 to 2011.

Mr. Alario has over 30 years of experience in the oilfield service business, currently serving as Chief Executive Officer with both operating and financial responsibility for one of the largest oilfield service companies in the United States. That experience is valuable to the Board in its oversight of the Company’s diesel engine services business which serves the oilfield services industry as a significant part of its customer base. Mr. Alario also addsAs a current public company Chief Executive Officer, Mr. Alario adds that perspective to the Board.

Mr. Lemmon is a private investor. He served as President and Chief Executive Officer of Colonial Pipeline Company, an interstate common carrier of refined liquid petroleum products, from 1997 to 2006. Prior to that, he held management positions with Amoco Corporation and Amoco Pipeline. He serves as a membercollective experience of the Audit Committee. Mr. Lemmon is also a director of Teekay Offshore GP L.L.C., the general partner of Teekay Offshore Partners L.P., and Deltic Timber Corporation.

Colonial Pipeline Company is the world’s largest refined liquid petroleum products pipeline and a competing mode of transportation for the Company’s tank barge business. Under Mr. Lemmon’s leadership, Colonial placed a strong emphasis on safety and environmental compliance in its operations, receiving the American Petroleum Institute’s “Most Distinguished Pipeline Award for Safety and Environmental Leadership” for four years in a row from 2002 through 2005. Mr. Lemmon’s accomplishments reinforce the Company’s emphasis on safety and its achievement of one of the best safety records in the tank barge industry.

Mr. Peterkin is a private investor. He has served as Chairman Emeritus of the Board of the Company since 1999 and served as Chairman of the Board of the Company from 1995 to 1999. He served as President of the Company from 1973 to 1995 and serves as a member of the Executive Committee.

Mr. Peterkin has served in executive positions in the marine transportation business with the Company and its predecessor companies for over 50 years. During his tenure as President and then Chairman of the Board of the Company, he presided over the Company’s transition from an oil and gas and insurance company with a small

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barge line to the largest inland tank barge company in the United States. Mr. Peterkin’s knowledge of and perspective on the Company and its history, growth and principal businesses are a valuable resource for the Board.independent directors.

Mr. Stewart served as President and Chief Executive Officer of GE Aero Energy, a division of GE Energy, and as an officer of General Electric Company, from 1998 until his retirement in December 2006. From 1972 to 1998, Mr. Stewart served in various positions at Stewart & Stevenson Services, Inc. (“Stewart & Stevenson”), including Group President and member of the Board of Directors. He serves as a memberChairman of the Audit Committee. Mr. Stewart is also a director of Eagle Materials Inc. and a former director of Lufkin Industries, Inc.

During a 35-year business career, Mr. Stewart has been the principal executive officer with both operating and financial responsibility for the diesel engine power and service businesses at Stewart & Stevenson and then at GE Aero Energy. Mr. Stewart’s extensive experience in the diesel engine business is valuable to the Board in its oversight of the Company’s diesel engine services business and complements the marine transportation and petrochemical industry experience of a number of the Company’s other directors.

Continuing Class II directors, serving until the Annual Meeting of Stockholders in 2015

Mr. Gower is a private investor. He has served as Chairman of the Board of Ensysce Biosciences, Inc., a company developing cancer therapeutics using nanotechnology, since 2008. Mr. Gower serves as Chairman of the Audit Committee, is a member of the Executive Committee and Compensation Committee, and has been chosen by the non-management directors to serve as the presiding director at executive sessions of the non-management directors.

Mr. Gower has 46 years of experience in the chemical business, including 11 years as the Chief Executive Officer of Lyondell Petrochemical Company. The transportation of petrochemicals generates a major portion of the Company’s marine transportation revenues and Mr. Gower’s knowledge of the chemical business is valuable to the Board.

Mr. Miller is a consultant and private investor. He served as Executive Vice President, Chemicals, of Flint Hills Resources, LP (“Flint Hills”), a company engaged in crude oil refining, transportation and marketing, and the production of petrochemicals, from 2003 to 2006. From 1999 to 2003, he was Senior Vice President of Koch Chemical Company, a predecessor company of Flint Hills. Mr. Miller serves as a member of the Compensation Committee and Governance Committee.

Mr. Miller has 30 years of experience in the petrochemical and refining business. A significant volume of petrochemical products is transported coastwise and on the inland waterways and petrochemicals represent a major portion of the Company’s business, so Mr. Miller’s extensive knowledge about petrochemical and refining companies, which constitute a substantial part of the Company’s customer base, as well as the products they ship and the end users of the products, is valuable to the Board. He also has experience in developing and administering incentive compensation programs at companies similar in size to the Company.

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Mr. Pyne is the Chairman of the Board and Chief Executive Officer of the Company. He serves as a member of the Executive Committee.

Mr. PyneGrzebinski has been with the Company for 35 years, having served as President of its principal marine transportation subsidiary prior to becoming President and Chief Executive Officer of the Company. In April 2010, he was elected Chairman of the Board, President and Chief Executive Officer of the Company since April 2014. He served as President and inChief Operating Officer of the Company from January 2014 to April 2011 was elected2014 and as Executive Vice President and Chief Financial Officer from March 2010 to April 2014. He served as Chairman of the BoardCompany’s principal offshore marine transportation subsidiary from February 2012 to April 2013. Prior to joining the Company in February 2010, he served in various administrative and Chief Executive Officeroperating positions with FMC Technologies Inc. (“FMC”), a global provider of advanced technology systems and products for the energy industry, including Controller, Energy Services, Treasurer and Director of Global SAP and Industry Relations. Prior to joining FMC, he was employed by Dow Chemical Company. He

Mr. Grzebinski has primary responsibility for the business and strategic direction of the Company and is an essential link between the Board and the Company’s day-to-day operations. Mr. PyneHe has overall knowledge of all aspects of the Company, its operations, customers, financial condition and strategic planning. Mr. Pyne is the only management representative on the Board.

Except as noted, each of the nominees for director and each of the continuing directors has been engaged in his principal occupation for more than the past five years.

THE BOARD OF DIRECTORS

The Company’s business is managed under the direction of the Board, which is responsible for broad corporate policy and for monitoring the effectiveness of Company management. Members of the Board are kept informed about the Company’s businesses by participating in meetings of the Board and its committees, through operating and financial reports made at Board and committee meetings by Company management, through various reports and documents sent to the directors for their review and by visiting Company facilities.

Director Independence

The NYSE listing standards require listed companies to have at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company.

The Board has determined that C. Sean Day, Bob G. Gower, William M. Lamont, Jr., David L. Lemmon, Monte J. Miller, George A. Peterkin, Jr.the following incumbent directors and Richard R. Stewartdirector nominee have no relationship with the Company except as directors or nominee for director and stockholders and are independent within the meaning of the NYSE corporate governance rules.rules:

The Board has determined that an indirect relationship between Richard J. Alario and the Company through Key Energy is not material and that Mr. Alario is also independent. Key Energy is a customer of United Holdings LLC (“United Holdings”), a wholly owned subsidiary of the Company that provided diesel engine equipment, parts and service to Key Energy in the ordinary course of business in 2012.2014. The volume of business done between Key Energy and United Holdings during 20122014 was $13,152,000,$1,232,000, which represents less than 1% of Key Energy’s total revenues for 2012.2014. The business relationship between Key Energy and United Holdings predates both the Company’s acquisition of United Holdings in April 2011 and the election of Mr. Alario to the Board.

The Board has determined thatIn December 2012, the acquisition ofCompany acquired Penn and an affiliated company from Mr.William M. Waterman and members of his family for approximately $175 million$175,000,000 in cash and Company stock in December 2012 does not affect his independence since hestock. Mr. Waterman and his family sold their entire interest in Penn and affiliated companies to the Company and he resigned from all director and officer positions he held with Penn and affiliated companies contemporaneously with the closing of

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the acquisition by the Company. In connection with the acquisition, Mr. Waterman entered into a three-year noncompetition agreement with the Company that is not in any way contingent on continued service with the Company or any of its subsidiaries. In addition,A portion of the purchase price for the acquisition consisting of approximately $24,000,000 in 2012, Penn paidcash and 83,825 shares of Company stock was held in escrow to secure the sellers’ indemnification of the Company $1,253,000 for diesel engine services relatingbreaches of representations and warranties in the purchase agreement. The escrow account terminated on March 31, 2014 and the cash and stock, net of a $17,000 claim, were distributed to the repairMr. Waterman, members of his family and maintenance of Penn’s vessels.a family trust. The Board determined that relationship between Penn and the Company doesexistence of the escrow account did not affect Mr. Waterman’s independence since Mr. Waterman no longer has any ownership in or position with Penn, whichand determined that he is now a wholly owned subsidiary of the Company.independent.

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Board Committees

The Board has established fourthree standing committees, including the Audit Committee, the Compensation Committee and the Governance Committee, each of which is briefly described below. The fourth committee, the Executive Committee, may exercise all of the power and authority of the Board in the management of the business and affairs of the Company when the Board is not in session, except the power or authority to fill vacancies in the membership of the Board, to amend the Bylaws of the Company and to fill vacancies in the membership of the Executive Committee.

Audit Committee

All of the members of the Audit Committee are independent, as that term is defined in applicable SEC and NYSE rules. In addition, the Board has determined that all of the members of the Audit Committee are “audit committee financial experts,” as that term is defined in SEC rules. The Audit Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

Compensation Committee

All of the members of the Compensation Committee are independent, as that term is defined in applicable SEC and NYSE rules. In addition, all of the members of the Compensation Committee are “Non-Employee Directors” and “outside directors” as defined in relevant federal securities and tax regulations. The Compensation Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

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Governance Committee

All of the members of the Governance Committee are independent, as that term is defined in NYSE rules. The Governance Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

The Governance Committee will consider director candidates recommended by stockholders.stockholders or proposed by stockholders in accordance with the Company’s Bylaws. Recommendations may be sent to the Chairman of the Governance Committee, Kirby Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas 77007, accompanied by biographical information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the Governance Committee will consider in evaluating director candidates. The criteria address compliance with SEC and NYSE requirements relating to the composition of the Board and its committees, as well as character, integrity, experience, understanding of the Company’s business and willingness to commit sufficient time to the Company’s business. The criteria are available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

In addition to the criteria, the Governance Committee and the Board will consider diversity in business experience, professional expertise, gender and ethnic background in evaluating potential nominees for director. The Company’s Corporate Governance Guidelines and Governance Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender and ethnic background in selecting nominees for director.

When there is a vacancy on the Board (i.e., in cases other than the nomination of an existing director for reelection), the Board and the Governance Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The Governance Committee will continue to consider candidates from any of those sources when future vacancies occur. The Governance Committee does not evaluate a candidate differently based on whether or not the candidate is recommended by a stockholder.

Attendance at Meetings

It is the Company’s policy that directors are expected to attend Board meetings and meetings of committees on which they serve and are expected to attend the Annual Meeting of Stockholders of the Company. During 2012,2014, the Board met eightseven times, the Audit Committee met eight times, the Compensation Committee met six times and the Governance Committee met fivefour times. Each director attended all of the meetings of the Board and of the committees on which he served. All directors attended the 20122014 Annual Meeting of Stockholders of the Company.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their service on the Board. Compensation of nonemployee directors is determined by the full Board, which may consider recommendations of the Compensation Committee. Past practice has been to review director compensation when the Board believes that an adjustment may be necessary in order to remain competitive with director compensation of comparable companies. Management of the Company periodically collects published survey information on director compensation for purposes of comparison.

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Each nonemployee director receives an annual fee of $24,000, a fee of $1,250 for each Board meeting attended and a fee of $3,000 for each committee meeting attended. A director may elect to receive the annual fee in cash, stock options or restricted stock. The Compensation and Governance Committee Chairmen receive an additional $10,000 retainer per year, the Audit Committee Chairman receives an additional $15,000 retainer per year and the presiding director at executive sessions of the non-management directors receives an additional $5,000 retainer per year. Directors are reimbursed for reasonable expenses incurred in attending meetings.

In addition to the fees provided to the directors described above, the Company has a nonemployee director stock plan under which nonemployee directors are granted stock options and restricted stock awards. The Company’s 2000 Nonemployee Director Stock Plan (the “2000 Plan”) provides for the automatic grant to nonemployee directors of stock options for 10,000 shares of common stock on the date of first election as a director and stock options for 6,000 shares and 1,000 shares of restricted stock immediately after each annual meeting of stockholders. The 2000 Plan also provides for discretionary grants of an aggregate of 10,000 shares in the form of stock options or restricted stock. In addition, the 2000 Plan provides for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee. A director who elects to receive options in lieu of the annual cash fee will be granted an option for a number of shares equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 3. A director who elects to receive restricted stock in lieu of the annual cash fee will be issued a number of shares of restricted stock equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 1.2. The exercise price for all options granted under the 2000 Plan is the fair market value per share of the Company’s common stock on the date of grant. The options granted on first election as a director vest immediately. The options granted and restricted stock issued immediately after each annual meeting of stockholders vest six months after the date of grant or issuance. Options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. The options generally remain exercisable for ten years after the date of grant.

In 2008, theThe Board has established stock ownership guidelines for officers and directors of the Company. The guidelines were effective January 1, 2009 and nonemployeeNonemployee directors must be in compliance within five years after the adoption of the guidelines or five years after first election as a director, whichever is later, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, nonemployee directors are required to own common stock of the Company having a value equal to four times the annual cash director fee. As of March 2, 2015, all directors were in compliance with the stock ownership guidelines. The Governance Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2012:2014:

Director Compensation for 20122014

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The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each director as of December 31, 2012,2014, as well as the grant date fair value of restricted stock and stock option grants made during 2012:2014:

Board Leadership Structure

The Board has no set policy concerning the separation of the offices of Chairman of the Board and Chief Executive Officer, but retains the flexibility to decide how the two positions should be filled based on the circumstances existing at any given time. In light of the economic conditions during recent years and the significant acquisitions completed by the Company during 2011 and 2012 and the challenge of integrating these acquisitions with the Company’s operations, the Board considersconsidered it important for Mr. Pyne, with his comprehensive understanding of the Company’s businesses and strategic direction, to continue to have someone inassume the role of Chairman of the Board, with a comprehensive understanding of,in addition to serving as well as primary responsibilityChief Executive Officer. During the same time period, the Board was focused on management succession planning, primarily for the Company’s businesses and strategic direction.role of Chief Executive Officer but also for other senior management positions. The Board also determined that having Mr. Pyne continue to serve as an executive Chairman of the Board andafter relinquishing the role of Chief Executive Officer for a period of time would facilitate the succession process and provide valuable support to the new senior management succession process.team.

The Board does not have a “lead director,” but has chosen Mr. Gower to be the “presiding director” to preside at the regular executive sessions of the non-management directors that are held at least quarterly. Mr. Gower also serves as a liaison between the independent directors and management on certain matters that are not within the area of responsibility of a particular committee of the Board.

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Risk Oversight

The Board carries out its risk oversight function primarily through the Audit Committee.Committee and the full Board. Management prepares and reviews with the Audit Committee annuallyand the Board semiannually a comprehensive assessment of the identified internal and external risks of the Company that includes evaluations of the potential

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impact of each identified risk, its probability of occurrence and the effectiveness of the controls that are in place to mitigate the risk. The Audit Committee then brings to the attention of the Board any issues that warrant further discussion or action. The Audit Committee and the Board also receive regular reports of any events or circumstances involving risks outside the normal course of business of the Company. At times, a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area involved, such as the Compensation Committee’s review of the risks related to the Company’s compensation policies and practices. The Board’s administration of its risk oversight function has not affected the Board’s leadership structure.

TRANSACTIONS WITH RELATED PERSONS

The Board has adopted a written policy on transactions with related persons that provides that certain transactions involving the Company and any of its directors, executive officers or major stockholders or members of their immediate families, including all transactions that would be required to be disclosed as transactions with related persons in the Company’s Proxy Statement, are subject to approval in advance by the Governance Committee, except that a member of the Committee will not participate in the review of a transaction in which that member has an interest. The Committee has the discretion to approve any transaction which it determines is in, or not inconsistent with, the best interests of the Company and its stockholders. If for any reason a transaction with a related person has not previously been approved, the Committee will review the transaction within a reasonable period of time and either ratify the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Company’s contractual obligations. If a transaction is ongoing or consists of a series of similar transactions, the Committee will review the transaction at least annually and either ratify the continuation of the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Company’s contractual obligations. The policy provides certain exceptions, including compensation approved by the Board or its Compensation Committee.

During 2012,Mr. Alario, a director of the Company, is the Chairman of the Board, President and its subsidiariesChief Executive Officer of Key Energy. Key Energy paid 55 Waugh, LP, a partnership owned 60% by Mr. Lawrencethe Company $1,232,000 in 2014 for oilfield service equipment and his family, $1,487,000 for the rental of office space in a building owned by 55 Waugh, LP. The Company’s headquarters are locatedparts and service in the building under a lease that was signed in 2005, prior to the purchaseordinary course of business of the building by 55 Waugh, LP, and expires at the end of 2015. The aggregate amount of rent due from January 1, 2012 to the end of the lease term on December 31, 2015 is approximately $5,498,000. Mr. Lawrence resigned from the Company’s Board of Directors effective December 31, 2012.Company.

The Company is a 50% owner of The Hollywood Camp, L.L.C. (“The Hollywood Camp”), a company that owns and operates a hunting and fishing facility used by the Company and L3 Partners, LLC (“L3P”), a company owned by Mr. Lawrence, which is also a 50% owner. The Company uses The Hollywood Camp primarily for customer entertainment. L3P acts as manager of The Hollywood Camp. The Hollywood Camp allocates lease and lodging expenses to its members based on their usage of the facilities. The Company paid The Hollywood Camp $2,392,000 in 2012 for its share of facility expenses.

The Company paid L3P $144,000 in 2012 for air transportation services provided by L3P in the ordinary course of business of the Company.

The son of Mr. Lawrence is the Chairman of the Board and Chief Executive Officer, and owns 70% of the common stock of Bayou City Pumps, Inc. (“Bayou City”). Bayou City provides overhauls of black oil barge pumps to the Company. Bayou City acquired Engineering Pump Services (“EPS”), previously the Company’s primary vendor for overhauls of black oil barge pumps, in the first quarter of 2012. The Company paid Bayou City $1,409,000 in 2012 for overhauls of black oil barge pumps in the ordinary course of business of the

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Company. In addition, the Company specified the use of a particular EPS pump in certain of its shipyard contracts for new barge construction, resulting in payments of approximately $3,700,000 from the shipyard to Bayou City in 2012.

Mr. Alario, a director of the Company, is the Chairman of the Board, President and Chief Executive Officer of Key Energy. Key Energy paid the Company $13,152,000 in 2012 for oilfield service equipment and for parts and service in the ordinary course of business of the Company. In addition, Key Energy paid The Hollywood Camp $463,000$1,634,000 for use of the facility during 2012.2014.

In December 2012,Mr. Waterman is the Company acquiredformer President and owner (together with family members) of Penn but resigned as an officer and director of Penn and an affiliated company from Mr. Waterman and his family for approximately $175 million in cash and Company stock. Contemporaneouslycompanies contemporaneously with the closing of the 2012 acquisition Mr. Waterman resigned from all director and officer positions withof Penn and affiliated companiesby the Company and no longer has any ownership interest in or position with Penn or any of its affiliated companies.

During 2012, Penn paid A portion of the purchase price for the acquisition consisting of approximately $24,000,000 in cash and 83,825 shares of Company stock was held in escrow to secure the sellers’ indemnification of the Company $1,253,000 for diesel engine services related to the repairbreaches of representations and maintenance of Penn’s vesselswarranties in the ordinary coursepurchase agreement. The escrow account terminated on March 31, 2014 and the cash and stock, net of businessa $17,000 claim, were distributed to Mr. Waterman, members of the Company.his family and a family trust.

The husband of Amy D. Husted, Vice President — Legal of the Company, is a partner in the law firm of Strasburger & Price, LLP. The Company paid the law firm $384,000$1,184,000 in 20122014 for legal services in connection with matters in the ordinary course of businessservices. Mr. Pyne or Mr. Grzebinski approves each engagement of the Company.firm by the Company and the payment of fees billed by the firm.

Wayne G. Strahan, the brother of Dorman L.D. Lynn Strahan, the President of one of the Company’s two principal diesel engine services subsidiaries, is the Service Manager of the Company’s diesel engine services facility in Tampa, Florida. In 2012,2014, Wayne G. Strahan received compensation of $128,878$148,000 from the Company.

Bernard L. Casey, the brother of Timothy J. Casey, former President of one of the Company’s marine transportation subsidiaries, is the West Coast Division Manager of the Company’s coastal marine transportation operations. In 2012, Bernard L. Casey received compensation of $159,884 from the Company.

In 2012, United Holdings, a subsidiary of the Company, paid Midwest Hoses and Specialty, Inc. (“Midwest”) $2,422,000 for fabrication services at one of its manufacturing and remanufacturing facilities. The stepdaughter of Bill F. Moore, Jr., the President of United Holdings, is an account representative for Midwest and received approximately $12,000 in commissions from Midwest in 2012 on the business done by Midwest with United Holdings.

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CORPORATE GOVERNANCE

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers and employees of the Company. A copy of the Business Ethics Guidelines is available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance. The Company is required to make prompt disclosure of any amendment to or waiver of any provision of its Business Ethics Guidelines that applies to any director or executive officer or to its chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. The Company will make any such disclosure that may be necessary by posting the disclosure on its web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. A copy of the guidelines is available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance.

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Communication with Directors

Interested parties may communicate with the full Board or any individual directors, including the Chairmen of the Audit, Compensation and Governance Committees, the presiding director or the non-management or independent directors as a group, by writing to them c/o Kirby Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas 77007. Complaints about accounting, internal accounting controls or auditing matters should be directed to the Chairman of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed.

Web Site Disclosures

The following documents and information are available on the Company’s web site at www.kirbycorp.com in the Investor Relations section under Corporate Governance:

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BENEFICIAL OWNERSHIP OF COMMON STOCK

Beneficial Ownership of Directors and Executive Officers

The following table shows the number of shares of common stock beneficially owned by each director, each named executive officer listed in the Summary Compensation Table, and by the directors and executive officers of the Company as a group as of March 1, 2013.2, 2015. Under rules of the SEC, “beneficial ownership” is deemed to include shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not they are held for the individual’s benefit. Except as otherwise indicated, the persons named have sole voting and investment power over the shares shown.

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Principal Stockholders

The following table and notes set forth information as of the dates indicated concerning persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock, based on filings with the SEC:

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Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s directors and executive officers, and persons who own beneficially more than 10% of the Company’s common stock, are required under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) to file reports of beneficial ownership and changes in beneficial ownership of the Company’s common stock with the SEC and the NYSE. Based solely on a review of the copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that its executive officers and directors complied with all Section 16(a) filing requirements during 2012, except that a report covering two sales on February 13, 2012 and February 14, 2012 for an aggregate of 10,000 shares by a trust for the benefit of Mr. Lamont’s wife was filed on March 19, 2012 and the reports covering the stock option grants and restricted stock awards to Mr. Alario, Mr. Day, Mr. Gower, Mr. Lamont, Mr. Lawrence, Mr. Lemmon, Mr. Miller, Mr. Peterkin and Mr. Stewart on April 24, 2012 for an aggregate of 56,306 stock option grants and 10,383 restricted stock awards were filed on April 30, 2012.2014.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Named Executive Officers

The Company’s “named executive officers” for 2012 are2014 and their positions with the Company at the end of 2014 were Joseph H. Pyne, Chairman of the Board, David W. Grzebinski, President and Chief Executive Officer, David W. Grzebinski,C. Andrew Smith, Executive Vice President and Chief Financial Officer, and the three other most highly compensated executive officers for 2012,2014, consisting of Gregory R. Binion, President and Chief Operating Officer, William G. Ivey, President-Marine Transportation Group and President of the Company’s principal inland marine transportation subsidiary, and James F. Farley, President of the Company’s principal offshore marine transportation subsidiary. subsidiary, and Gregory R. Binion, former President-Marine Transportation Group who resigned as an officer of the Company effective February 15, 2014. Mr. Pyne served as Chief Executive Officer until April 29, 2014, when he was succeeded by Mr. Grzebinski. Mr. Grzebinski served as Chief Financial Officer until February 25, 2014, when he was succeeded by Mr. Smith.

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Compensation of the named executive officers is basedprovided primarily onby three compensation elements: (1) base salary, (2) annual incentive compensation and (3) long-term incentives, including stock options, restricted stock and performance awards. The overall goal of the Company’s compensation program is to pay compensation competitive with similar corporations and to tie annual incentives and long-term incentives to corporate performance and a return to the Company’s stockholders.

Compensation Objectives

The objectives of the compensation program are:

The Company’s executive compensation program is designed to reward:

Chief Executive Officer Compensation for 2012

Mr. Pyne’s salary increased from $710,000 to $772,500 in 2012 (an increase of 8.8% over 2011). He earned cash incentive compensation payments of $2,334,224 (a decrease of 17.1% from 2011) and received equity compensation awards with a grant date fair value of $1,853,172 (an increase of 9.0% over 2011). A total of 59% of his direct compensation (annual bonus, three-year performance award and stock options) was performance-based.

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Highlights of Company Performance in 2012

The Company achieved strong financial results in 2012.2014. The following table summarizes a number of key financial measures for 20112013 and 20122014 (dollars in millions except per share amounts):

The Company’s total stockholder return was (6%)a negative 19% for the last year and 78%a positive 23% for the last three years. During 2012, the Company further expanded

Chief Executive Officer Compensation and consolidated its position in the coastal marine transportation business through two significant acquisitions and made significant progress in changing the primary focusTransition

Mr. Pyne’s salary remained at $840,000 while he served as Chairman of the land-based diesel engine business acquiredBoard and Chief Executive Officer, the same as in 20112013, and was reduced to $650,000 when he relinquished the position of Chief Executive Officer effective April 29, 2014. He earned cash incentive compensation payments of $1,984,035 (a decrease of 26% from manufacturing2013) and received equity compensation awards with a grant date fair value of $1,500,420 (a decrease of 30% from 2013). A total of 58% of his direct compensation (annual bonus, three-year performance award and stock options) was performance-based.

Mr. Grzebinski’s salary increased from $450,000 in 2013, when he served as Executive Vice President and Chief Financial Officer, to $500,000 (an 11% increase) on January 1, 2014, when he became President and Chief Operating Officer, and then to $700,000 (a 40% increase) in April 2014, when he became President and Chief

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Executive Officer. He earned cash incentive compensation payments of $959,839 (an increase of 32% from 2013) and received equity compensation awards with a more stablegrant date fair value of $1,265,028 (an increase of 107% over 2013). A total of 48% of his direct compensation (annual bonus, three-year performance award and predictable remanufacturing and service operation.stock options) was performance-based.

Compensation Committee

The Compensation Committee (the “Committee”) of the Board of Directors of the Company has the authority and responsibility to (1) determine the salaries for executive officers of the Company, (2) administer the Company’s annual incentive compensation program, (3) administer all of the Company’s stock option and incentive compensation plans and grant stock options, restricted stock and other awards under the plans and (4) review and make recommendations to the Board of Directors with respect to incentive and equity-based compensation plans and any other forms of compensation for executive officers of the Company. The Compensation Committee is composed of four members, all of whom are “independent directors,” “Non-Employee Directors” and “outside directors” as those terms are defined in relevant NYSE standards and federal securities and tax regulations.

The Committee does not delegate any of its authority to determine executive compensation. The Committee considers recommendations from the Chief Executive Officer in making its compensation decisions for executive officers other than the Chief Executive Officer. The Committee will usually follow those recommendations when setting compensation for other executive officers since the Chief Executive Officer is in the best position to evaluate the contributions of the other executive officers to the success of the Company. The Committee undertakes an independent evaluation of the individual performance of the Chief Executive Officer prior to setting his compensation. The Committee also engaged a compensation consultant in connection with its compensation decisions for 2012.2014.

In determining the compensation of the named executive officers, the Compensation Committee considered all elements of total compensation, including salary, annual incentive compensation, equity-based and other long-term incentive compensation and projected payouts under the Company’s retirement plans. The Compensation Committee also relied in part on the marketplace analysis prepared by Cogent Compensation Partners,Frederic W. Cook & Co., Inc., a compensation consulting firm retained by the Compensation Committee (the “Consultant”), to determine that the Committee’s compensation decisions, both as to specific elements of compensation and as to aggregate compensation, were in a reasonable range for comparable companies and for the positions held by the named executive officers. The Committee also considered the Consultant’s analysis in evaluating internal pay equity among the named executive officers. From that foundation, the Committee refined the individual compensation decisions based on a number of factors, including the prior year’s compensation, the performance of the

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Company or its business groups, individual performance of the named executive officer, any increased responsibilities assigned to a particular executive officer, the recommendations of the Chief Executive Officer (except as to his own compensation) and considerations of internal pay equity. However, the final decisions of the Committee are to some extent subjective and do not result from a formulaic application of any of those factors.

Say on Pay

At the Company’s 20122014 Annual Meeting, stockholders approved the compensation of the Company’s named executive officers by 95%98% of the votes cast. Although the Company interpreted the vote as an endorsement of its executive compensation policies and practices, the Compensation Committee continues to reevaluate the principal elements of the Company’s executive compensation andon an ongoing basis, although no material changes were made for 2012 modified the structure of the annual incentive plan as described under “Elements of Compensation — Annual Incentive Compensation” below.2014.

Compensation Consultant

For 2012,2014, the Compensation Committee engaged the Consultant to provide information for the Committee to consider in making compensation decisions. The Consultant was engaged directly by the Compensation Committee to:

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At the Compensation Committee’s request, the Consultant has addressed the six independence factors for compensation committee advisers that wereare identified in a recently adopted SEC regulation.regulations. The Committee concluded that there are no conflicts of interest that affect the work of the Consultant for the Committee. The Consultant was not retained by the Company or any of its affiliates (other than the Compensation Committee) to perform any services during 2012.

During 2012, Cogent Compensation Partners was acquired by another executive compensation consulting firm, Frederic W. Cook & Co., Inc. (“FWC”). The acquisition did not result in any conflicts of interest or other impediments to continuing work for the Committee by FWC and the Committee continued to engage FWC after the acquisition to perform the same types of services that the Consultant had previously provided.2014.

Elements of Compensation

Reference Group

Compensation information for a reference group of comparable companies used by the Committee in making compensation decisions was provided by the Consultant. See “Benchmarking” below for more detail and a listing of the companies in the reference group.

Salary

The Compensation Committee attempts to set base salaries for the named executive officers at approximately the median for comparable companies. The Committee and management believe that the Company is a leader in the industries in which it operates and that its employees are frequently targeted by its competitors. Therefore, the Committee generally attempts to set compensation at levels to keep pace with inflation and the competitive market to avoid losing valuable employees.

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Based on information available in January 2012,2014, the Consultant determined that the Company’s salaries for its topnamed executive officers averaged approximately 89%97% of the median for the reference group and that salaries for fourall of the five named executive officers continuing with the Company were 84% to 92% ofbelow the market median for comparable positions. Salary increases for those four executive officers for 2012 ranged from 5% to 14%, depending on the amountWhen Mr. Grzebinski succeeded Mr. Pyne as Chief Executive Officer of the increase necessaryCompany in 2014, his annual salary was increased from $500,000 to bring them closer$700,000, while Mr. Pyne’s annual salary was reduced from $840,000 to $650,000. When Mr. Smith joined the market median. TheCompany in January 2014, his salary was set at $350,000 in anticipation of his succeeding Mr. Grzebinski as Chief Financial Officer. Based on available information, the Committee determined that the increases2014 salaries for Mr. Grzebinski and Mr. Smith were warranted bybelow the performance ofmedian salaries for comparable positions with companies in the executivesreference group, attributable in part to the fact that 2014 was their first year as Chief Executive Officer and the Company and were consistent with the Company’s compensation philosophy. One of the named executive officers,Chief Financial Officer, respectively. Mr. Farley, was not covered by the Consultant’s executive compensation review. He was promoted during the year to President of the Company’s principal offshore marine transportation subsidiary. HisIvey’s salary was increased by 3%from $355,000 to $400,000 in 2014, while Mr. Farley’s salary was increased from $340,000 to $350,000, leaving both at that timeapproximately the median for comparable positions. Since few meaningful comparisons to reflectthe reference group were available for Mr. Pyne in the role of an executive Chairman of the Board, the Committee based his increased responsibilities.salary and other compensation for 2014 on its assessment of his continuing value as an active executive Chairman of the Board of the Company, following his very successful 19-year tenure as Chief Executive Officer of the Company. Mr. Binion’s compensation for 2014 was primarily in the form of severance compensation described under “Severance Compensation” below.

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Annual Incentive Compensation

With regard to the annual cash incentives for executive officers, the Compensation Committee attempts to set annual incentive compensation targets at a level such that, with target performance by an executive officer and the Company, the total cash compensation (base salary plus annual incentive bonus) for the executive officer will be at approximately the median for comparable companies and positions, but with a superior performance by an executive officer and the Company, the total cash compensation for the executive officer will be above the median. Based on the market analysis provided to the Committee by the Consultant, the Committee determined that the 2012 salaries for the executive officers and the target total cash compensation for 2014 for the five named executive officers continuing with the Company would be within the median range and could reach a range aroundin the 75^th percentile with strong company performance, which is consistent withaggregate, although the Company’s compensation philosophy. Withvariation in individual cases ranged from 82% to 111% of the median. Despite the Company’s strong performance in 2012,2014, actual total cash compensation was betweenfor the 50^th and 75^th percentiles for four of the five continuing named executive officers includingin the Chief Executive Officer,aggregate was below the median, and slightly abovewas below the 75^th25th percentile for Mr. Grzebinski and Mr. Smith when compared to reference group and survey information for the other namedpositions with the Company they held at the end of the year. Mr. Pyne, Mr. Grzebinski and Mr. Smith all held different positions with the Company at the end of 2014 than they held at the beginning of the year when compensation was initially determined. While the Committee made certain adjustments to compensation during the year that it considered appropriate, the changes in key executive officer.positions made comparisons of target and actual total cash compensation with reference group and survey information less meaningful. The Compensation Committee believes that providing total annual cash compensation above the median for similar corporations and positions is appropriate since a significant portion of each executive officer’s total annual cash compensation is at risk due to both individual performance factors and the Company’s success in achieving the targeted performance measures described in the next paragraph.below. The annual incentive compensation constitutes a significant portion of direct cash compensation and can vary significantly from year to year depending on the Company’s achievement of those performance measures.

Following the 2011 evaluation ofBonuses paid under the Company’s annual incentive plan by the Compensation Committee, the Committee decided in 2012 to modify the structure of the plan to allow more flexibility in determining awards to individual participants. Bonuses paid under the plan are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. For 2012,2014, the performance goal required in order for any participants in the plan to receive a bonus wasCommittee established the achievement by the Company of net earnings greater than $1,000,000.$1,000,000 as the performance goal required for any participants in the plan to receive a bonus. The Committee also established objectives for three equally weighted performance measures for the year, based on the budget for the year that is prepared by management and approved by the Board, to serve as the basis for determining the total amount to be paid out pursuant to the annual incentive plan. Target annual incentive compensation expressed as a percentage of a participant’s base salary was established for each participant in the plan and a recommended bonusan interim incentive payment amount was determined for each participant based on the extent to which the three additional equally weighted performance measures were achieved by each of the Company’s business groups and by the Company as a whole. The aggregate amount of the bonus pool for the year was equal to the sum of the recommended bonusesinterim incentive payment amounts so determined for all participants. The recommended bonusinterim incentive payment amount for each participant serves as a guideline for the individual awards, but each individual bonus may be increasedabove or decreased frombelow that level. However, in no event will a bonus paid to any participant exceed 200% of the target bonus for that participant. The Compensation Committee may decrease (but not increase) the bonus paid to any participant below that maximum amount based on such quantitative or qualitative criteria as the Compensation Committee determines to be appropriate.

The three additional performance measures are EBITDA, return on total capital and earnings per share. EBITDA for the year is calculated by adding the following amounts shown in the Company’s audited financial statements: (1) net earnings attributable to Kirby, (2) depreciation and amortization, (3) interest expense and (4) provision for taxes on income. Return on total capital for the year is calculated by dividing (i) net earnings attributable to Kirby plus provision for taxes on income plus interest expense by (ii) the average of total equity plus long-term debt for the year. Earnings per share is diluted net earnings per share attributable to the Company’s common stockholders as shown in the Company’s Consolidated Statements of Earnings.

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Performance under the annual incentive plan is measured on a calendar year basis. At the beginning of the year, the Committee established the sole performance goal under the plan of net earnings greater than $1,000,000. The Committee also established objectives for the three additional performance measures for the year, based on the budget for the year that is prepared by management and approved by the Board, to serve as the basis for determining the total amount to be paid out pursuant to the annual incentive plan.

For 2012, the Company exceeded $1,000,000 in net earnings, the performance goal that had to be achieved for any plan participants to receive incentive payments. In addition, the target and actual amounts for the three additional performance measures for the Company were:

In addition to the target bonus established for each participant in the annual incentive plan, the Compensation Committee also established a range of possible incentive compensation payments, with no payment unless at least 80% of the target performance is achieved and a maximum possible award of 200% of the target amount if 120% of the target performance is achieved. Annual incentive compensation payments for most employees of the Company itself (a holding company which conducts operations through its subsidiaries) are based entirely on the performance of the Company as a whole. Payments for the heads of the Company’s business groups and for certain management level employees with responsibilities for more than one business group are based 50%partly on the performance of the business groupgroups and 50%partly on overall Company performance. Payments for all other employees

For 2014, the Company exceeded $1,000,000 in a business group are based 70% onnet earnings, the performance ofgoal that had to be achieved for any plan participants to receive incentive payments. In addition, the business grouptarget and 30% onactual amounts for the three additional performance measures for the Company performance.were:

For 2012,2014, the Compensation Committee set the target annual incentive compensation for the named executive officers at the following percentages of base salary: Joseph H. Pyne (105%), Gregory R. Binion (70%), David W. Grzebinski (70%(90%), William G. Ivey (70%) and, C. Andrew Smith (70%), James F. Farley (70%) and Gregory R. Binion (70%). Mr. Pyne’sThe target percentage represented an increase from 2011, when his target percentage was 90%. The Committee approved the increase with the objective of payingfor Mr. Pyne total cash compensation (salary plus annual incentive payment) between the median and the 75^th percentile for comparable companies, depending on the Company’s performance.was reduced to 90%, effective April 29, 2014, when he relinquished his position as Chief Executive Officer. The other four named executive officers have all been hired for, or promoted to, their current positions in the last three years. Their target percentages which were unchanged from 2011, were set at levels which the Committee determined, based in part on analysis by the Consultant, are commensurate with their increased responsibilities, consistent with the Company’s executive compensation philosophy, and the target percentages for other officers of the Companyinternally equitable and competitive for executives with their qualifications and experience. Payouts under the annual incentive plan for 20122014 were 91.9%106.3% of the target amount for Mr. Pyne, Mr. BinionGrzebinski and Mr. GrzebinskiSmith (employees of the parent Company), 97.1%99.4% of the target amount for Mr. Ivey, President — Marine Transportation Group and the President of the Company’s principal inland marine transportation subsidiary, and 102.3%100.5% of the target amount for Mr. Farley, the President of the Company’s principal offshore marine transportation subsidiary. Mr. Binion left the Company in February 2014 and received the compensation described under “Severance Compensation” below.

The Compensation Committee awarded an amount equal to the recommended bonusinterim incentive payment calculated under the plan, without adjustment, to each continuing named executive officer for 20122014 after determining that the performance of each of the officers met expectations for the year. That determinationThose determinations for the Chairman of the Board and the Chief Executive Officer waswere based on the performance evaluation of the Chief Executive Officer conducted by the Board of Directors under the guidance of the Governance Committee and on the extent of the Company’s achievement of its financial, operational and strategic goals for 2012.2014. The determination for the other named executive officers was based primarily on evaluations and recommendations made by the Chairman of the Board and the Chief Executive Officer, as well as on the Board’s interaction with the other named executive officers during the previous year in relation to matters in their areas of responsibility.

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Long-Term Incentive Compensation

The Compensation Committee’s objective for long-term incentive compensation for executive officers is generally to fall between the 50th and 75th percentiles (depending on performance) in long-term incentive compensation of similar corporations and positions. The primary long-term incentives for executive officers are stock options, restricted stock and cash performance awards. The Committee views stock option and restricted stock awards as a regular component of compensation for executive officers, as well as for managerial level employees generally, because the Committee believes that such awards provide an incentive for key employees to remain with the Company and focus on the long-term performance of the Company. The long-term incentive compensation supplies the incentive of tying a meaningful portion of total compensation to Company performance, as well as

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business group and individual performance. In addition, the ultimate value of the options and shares of restricted stock granted depends on the Company’s stock price, aligning the interests of recipients of those awards with the interests of the Company’s stockholders.

In 2012,2014, the Compensation Committee granted nonqualified stock options covering 60,63738,562 shares of common stock and 36,33532,105 shares of restricted stock to the named executive officers. Those numbers include options and shares granted under the long-term incentive compensation program discussed below. The options were granted at a price equal to the fair market value of the Company’s common stock on the date of grant, vest in equal increments over three years and have a term of seven years. The restricted stock vests in equal increments over five years. In deciding on the number of options and shares of restricted stock to award to executive officers other than the four named in the discussion of the long-term incentive compensation program below, the Committee considered the performance of the Company, the performance of the officer, information from the Consultant about the level of long-term equity-based incentive compensation awards made by comparable companies, the Company’s option overhang (considering both outstanding options and shares remaining available to be granted under the Company’s plans) and recommendations from the Chief Executive Officer. Those factors are not weighted in any specific manner and the resulting awards are therefore to some extent subjective.

The Company maintains a long-term incentive compensation program for selected senior executives that is administered by the Compensation Committee. The program allows the grant of incentive stock options, nonincentive stock options, restricted stock, performance shares and performance units (or any combination thereof). The objective of the program is to provide long-term incentive compensation to the specified executives in an amount that falls between the 50th and 75th percentiles (depending on performance) when compared to companies or business units of similar size. For 2012,The actual value realized will be based on the valueCompany’s performance over a period of long-term incentive compensation awards to the named executive officers actually ranged from 73% to 92% of the market median.approximately 3-7 years.

Under the program, the elements of long-term compensation to be awarded, as well as the executives selected to participate, are determined each year by the Compensation Committee. For 2012,2014, the Compensation Committee determined that the executives who would receive awards under the long-term incentive compensation program would include the five named executive officers and that 20% of the target value of the awards would be in the form of stock options, 40% in the form of restricted stock and 40% in the form of cash performance awards. The target values of the awards, broken down by the three components, were as follows:

The Committee granted Mr. Farley options to purchase 6,540 shares of common stock and 3,400 shares of restricted stock at the beginning of the year when he was Executive Vice President-Operations of the Company’s principal inland marine transportation subsidiary. Then when he was subsequently named President of the

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Company’s principal offshore marine transportation subsidiary, the Committee granted him a three-year cash performance award with a target value of $224,000 to increase his long-term incentive compensation to a level commensurate with his increased responsibilities.

The options vest over a three-year period and the restricted stock vests over a five-year period. The performance awards are based on a three-year performance period beginning January 1, 2012.2014. The percentage of the target award paid at the end of the performance period will be based on the Company’s achievement on a cumulative basis for the three-year period of the objective levels of EBITDA, return on total capital and earnings per share established under its annual incentive plan, with the three factors equally weighted. The officers will be paid the target amount if 100% of the objective performance measures is achieved over the three-year period. The payment can range from zero if less than 80% of the objective performance measures is achieved to a maximum of 200% of the target award for the achievement of 130% or more of the objective performance measures.

The amount and form of the long-term incentive compensation awards, including the specific mix of long-term incentive compensation elements, were based in part on an analysis of market data on the amounts of awards and recommendations on the form of awards provided by the Consultant to the Compensation Committee.

Chief Executive Officer

The Compensation Committee set the base salary forDuring 2014, Joseph H. Pyne the Company’sserved as Chairman of the Board and Chief Executive Officer from January 1 until April 29. His salary remained at $790,000 effective April 1, 2012,an annual rate of $840,000 during that period and was then reduced to an annual rate of $650,000 for the balance of the year when he continued to serve as an executive Chairman of the Board but was succeeded as Chief Executive Officer by David W. Grzebinski. His total salary for 2014 was

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$713,333, a 14% reduction from his salary for 2013. The $1,984,035 in non-equity incentive plan compensation shown for Mr. Pyne in the Summary Compensation Table consisted of (1) $715,635 determined under the annual incentive plan described above and (2) a $1,268,400 payment earned by Mr. Pyne for the 2012-2014 performance period under a cash performance award granted as part of the Company’s long-term incentive compensation program that was based on the formula for the performance award that was established by the Committee when the award was made at the beginning of 2012.

When Mr. Grzebinski succeeded Mr. Pyne as Chief Executive Officer, his salary was increased from an annual rate of $500,000 to an annual rate of $700,000, which resulted in a total salary for 20122014 of $772,500,$650,000, an 8.8% increase of 48% over his salary for 2011.2013 when he served as Executive Vice President and Chief Financial Officer. The $959,839 in non-equity incentive plan compensation shown for Mr. Grzebinski in the Summary Compensation Table consisted of (1) $621,599 determined under the annual incentive plan described above and (2) a $338,240 payment earned by Mr. Grzebinski for the 2012-2014 performance period under a cash performance award granted as part of the Company’s long-term incentive compensation program that was based on the formula for the performance award that was established by the Committee when the award was made at the beginning of 2012.

The base salaries of the two persons who served as Chief Executive Officer’s base salary wasOfficer during the year were generally based on the same factors and criteria outlined above, which include compensation paid to chief executives of similar corporations, individual as well as corporate performance and a general correlation with the compensation of other executive officers of the Company. In particular,For 2014, comparisons with companies in the analysis byreference group or based on survey information were more difficult because of the implementation of the Company’s succession plan. Mr. Pyne made the transition from Chairman of the Board and Chief Executive Officer to an executive Chairman of the Board, a position for which the Consultant indicated thatdid not find meaningful comparisons within the reference group. Mr. Pyne’s salary was at 87% ofGrzebinski made the median for comparabletransitions from Executive Vice President and Chief Financial Officer to President, Chief Operating Officer and Chief Financial Officer, then to President and Chief Operating Officer and finally to President and Chief Executive Officer during the year, making comparisons with other companies prior to the increase.difficult in his case as well. In setting the compensation of Mr. Pyne and Mr. Grzebinski, the Committee also considered the Company’s success in achieving the financial, operational and strategic corporate goals established for eachthe previous year, as well as the annual evaluation of the Chief Executive Officer’s performance conducted by the Board under the guidance of its Governance Committee. In setting the compensation of Mr. Grzebinski, the Committee also considered his performance as Chief Financial Officer, which included operating responsibilities, as well as the best comparisons available with comparable companies. However, neither the achievement of corporate goals, the performance evaluation nor any other particular aspect of Company or individual performance is given any specific weighting or tied by any type of formula to decisions on the Chief Executive Officer’s base salary or long-term incentive compensation awards. The $2,334,224 in non-equity incentive plan compensation shown for

Chief Financial Officer

In January 2014, the Company hired Mr. Pyne in the Summary Compensation Table consisted of (1) $745,424 determined under theSmith to be Chief Financial Officer. In addition to his base salary, and his annual incentive plan described above and (2) a $1,588,800 payment earned by Mr. Pyne for the 2010-2012 performance period under a performance award granted as part of the Company’s long-term incentive compensation programdiscussed above, the Company made a one-time grant to Mr. Smith of restricted stock valued at $499,260 and vesting over five years to compensate him for unvested equity compensation from his previous employer that he forfeited to accept employment with the Company. The Committee determined that the total compensation package for Mr. Smith was reasonable and competitive with the compensation required to attract an executive with his experience for the position of Chief Financial Officer of the Company.

Severance Compensation

Effective February 15, 2014, Mr. Binion resigned from his position as President-Marine Transportation Group of the Company. Mr. Binion had served for over 25 years in sales, operating and executive positions with the Company and a predecessor company. In addition to his salary to the date of his resignation, annual incentive

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compensation for 2013 and a payment earned under the three-year performance award for performance period 2011-2013, the Committee in its discretion approved a cash severance payment in the amount of approximately $2,948,000. The Committee concluded that the severance payment was reasonable in amount based on Mr. Binion’s long and valuable service to the formula forCompany, taking into consideration his unvested stock options and restricted stock, a two-year noncompetition, nonsolicitation and confidentiality agreement entered into by Mr. Binion with the performance award that was established byCompany and past compensation decisions with respect to executives in comparable positions with comparable experience who have made long-term contributions to the Compensation Committee when the award was made at the beginning of 2010.Company.

Retirement Plans

The Company maintains two primary retirement plans in which the named executive officers are eligible to participate on the same basis as broad categories of employees — a Profit Sharing Plan and a 401(k) Plan. Most of the Company’s shore-based employees are eligible to participate in the Profit Sharing Plan. The aggregate contributions made to the plan by the Company are allocated among the participants according to base salary. All employees of the Company are eligible to participate in the 401(k) Plan, under which the Company will match employee contributions in an amount up to 3% of an employee’s base salary.

The Company maintains an unfunded, nonqualified Deferred Compensation Plan for Key Employees, which is designed primarily to provide additional benefits to eligible employees to restore benefits to which they would be entitled under the Company’s Profit Sharing Plan and 401(k) Plan were it not for certain limits imposed by the

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Internal Revenue Code. The plan is designed to restore benefits for employees being compensated in excess of certain limits ($250,000(base salary of $260,000 per annum for 2012)2014). In 2012,2014, the Committee approved contributions for each participant at the maximum amounts allowed by the Plan.

Perquisites and Personal Benefits

The only perquisites or other personal benefits that the Company provides to the named executive officers are an automobile allowance that is given to approximately 123130 executive and management employees, personal financial planning services and payment of the cost of club memberships that are used for both business and personal purposes and the payment of a portion of the cost of financial planning services provided to one of the named executive officers during 2012.purposes. The Compensation Committee believes the personal benefits are reasonable in amount and help the Company attract and retain key employees.

Employment/Severance Agreements

Except for accelerated vesting of outstanding stock options, restricted stock and performance awards upon a change in control of the Company, there are no special compensation arrangements related to severance or change-in-control events. The Company has no employment agreements with any of its executive officers.

Benchmarking

Information used by the CompensationThe Committee to benchmark against comparable companies in determining particular elements of executive compensation has beenuses information provided by the Consultant.Consultant to benchmark executive compensation and assist in the design of its incentive plans. Marketplace analysis developed by the Consultant has been based in part on a reference group of companies. The companies in the reference group were selected because they are of a similar size to the Company by various measures includingin revenue and market capitalization, generate comparable returns on assets, equity and capital and have primary operations in at least one of the same business segments as the Company. In determining competitive market levels for the elements of executive compensation, the Consultant used a combination of data on the companies in the reference group proxy data and data from published compensation surveys.

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The Consultant reevaluated the reference group used for Kirby in 2011 in light of the Company’s increased size after its significant acquisitions in 2011, as well as developments affecting some of the companies in the group. As a result, the Consultant proposed and the Committee approved changes in the composition of the reference group used by the Consultant for the information provided to the Committee in connection with its compensation decisions for 2012 to include the following companies:2014 were:

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Based on the most recent executive compensation review prepared by the Consultant for the Compensation Committee, (for which the Consultant removed from the original reference group one company that separated its shipping business from its other business during the year and another company that filedcompensation for bankruptcy during the year):

Mr. Farley was promoted from Executive Vice President of the Company’s principal inland marine transportation subsidiary to President of the Company’s principal offshore marine transportation subsidiary during the year and was also included in the Company’s long-term incentive compensation program for the first time after the beginning of the year. As a result of those circumstances and related compensation adjustments during the year, his total cash compensation was slightly above the 75th 25thpercentile, for the yearcomparable companies based on reference group and his long-term incentive compensation was below the median for the year.survey data.

The Consultant also gatheredprovided the Committee data on the Company’s financial performance relative to the reference group of comparable companies based on public information. The Company, which is slightly belowbetween the median sizeand the 75th percentile of the companies in the reference group in size, ranked above the median for the reference group, and in mostmany cases abovein the 80th percentile,top quartile, for both one-year (2011)(2013) and three-year (2009-2011)(2011-2013) periods on a broad range of financial performance measures, including return on equity, return on assets, return on total capital, revenue and growth in revenues and in earnings per share.share growth and total stockholder return. The only exception was the one-year total shareholderstockholder return which was below the median, although the three-year total shareholderstockholder return was nearabove the 90th percentile.median.

Other Compensation Matters

Compensation Related Risk

With the assistance of the Consultant, the Compensation Committee undertook a review of the Company’s compensation policies and practices and concluded that the Company’s compensation programs do not encourage excessive risk taking and do not present risks that are reasonably likely to have a material adverse effect on the Company.

Tax Considerations

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1 million$1,000,000 paid to the Chief Executive Officer and the three other most highly compensated executive officers other than the Chief Financial Officer. Certain performance-based compensation, however, is specifically exempt from the deduction limit. The Committee does take steps to qualify compensation for deductibility to the extent practical, but may award compensation that is not deductible when such an award would be in the Company’s best interests.

Timing of Compensation Decisions

The Compensation Committee generally makes executive compensation decisions in January of each year. Options have always been granted at an exercise price equal to the fair market value of the Company’s stock on the date of grant. Options granted at the regular January meeting of the Committee, which takes place several days before the Company’s public release of earnings information for the previous year, are granted at an exercise price equal to the fair market value of the Company’s stock on a specified date shortly after the earnings release, in which case the later date is considered the date of grant.

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Stock Ownership Guidelines; HedgingGuidelines

Effective January 1, 2009, theThe Board has established stock ownership guidelines for executive officers and directors of the Company and its subsidiaries. Executive officers must be in compliance within five years after the adoption of the guidelines or five years after becoming an executive officer, whichever is later, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, the Chief Executive Officer is required to own common stock of the Company having a value equal to four times his base salary. For the other named executive officers, the requirement is three times base salary. As of March 2, 2015, all named executive officers still with the Company were in compliance with the stock ownership guidelines.

Hedging

The guidelines doCompany does not addresshave a separate policy on hedging the economic risk of ownership of Company stock, ownership, but the Company’s insider trading policy prohibits employees and directors from engaging in short sales of the Company’s stock or in transactions involving options to buy or sell the Company’s stock (other than stock options granted by the Company). The Governance Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.

Compensation Committee Report

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed with management the Compensation Discussion and Analysis in this Proxy Statement. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are, and during 20122014 were, Mr. Lamont, Mr. Day, Mr. Gower, Mr. Lamont and Mr. Miller. None of such persons is or has been an officer or employee of the Company or any of its subsidiaries. In 2012,2014, no executive officer of the Company served on the board of directors or compensation committee of another entity, any of whose executive officers served on the Board or Compensation Committee of the Company.

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Compensation Tables

Summary Compensation Table

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Grants of Plan Based Awards During 20122014

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Outstanding Equity Awards at December 31, 20122014