Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Kirby Corporation (the "Company") announced that Raj Kumar will be joining the
Company as Executive Vice President and Chief Financial Officer effective
November 2021 (date to be determined) as successor to William G. Harvey, who
previously announced his intention to retire. Mr. Harvey will relinquish his
title of Chief Financial Officer but will remain an Executive Vice President of
the Company until his retirement date in early 2022 to ensure a smooth
transition.
Mr. Kumar, 48, holds a Bachelor of Business in Accounting from Deakin University
in Australia and a Master of Business Administration from Columbia University in
New York City. Prior to joining the Company, Mr. Kumar will have served for the
past year as Vice President and Chief Financial Officer of Dril-Quip, Inc., an
oilfield services company with an emphasis on subsea and system solutions, and
four years as its Vice President and Treasurer. Prior to joining Dril-Quip, Mr.
Kumar served for two years at Franks International as Vice President Finance and
the Integrated Supply Chain function leader. Kumar previously served as a
Segment Controller at LyondellBasell and an in-Division CFO, treasury, strategic
planning and corporate development positions at FMC Technologies and Dell
Technologies.
Mr. Kumar's compensation includes (1) a base salary at the rate of $500,000 per
year, (2) target annual incentive compensation for 2022 of 70% of his base
salary, and (3) a long-term incentive compensation award with a target value of
$800,000, consisting of 60% restricted stock units and 40% cash performance
award for the three-year performance period 2022-2024. The percentage of the
performance award target 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 and return on total capital, with the two factors
weighted 50% EBITDA and 50% return on total capital. Mr. Kumar 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.
Mr. Kumar will also receive a sign-on restricted stock unit award with a grant
value equal to $1,000,000. His restricted stock unit award will vest one-half
each year on the anniversary date of the grant over a two-year period. Mr. Kumar
is eligible to receive additional restricted stock units in the event he joins
the Company prior to vesting of his current employer's stock grant and forfeits
his current employer shares. The value of the additional restricted stock unit
grant is the lesser of $447,475 or the closing share price of the forfeited
shares on October 28, 2021. Mr. Kumar is eligible to receive a cash payment
equal to one year of his current base salary and the greater of the current
year's target bonus or actual bonus calculation in the event he is terminated
within twenty-four months of his date of hire due to a change of control.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Kumar and any of the Company's executive officers or directors or
persons nominated or chosen to become a director or executive officer of the
Company. Mr. Kumar has not engaged in any transaction with the Company that
would be reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
On October 4, 2021, the Company issued a press release announcing the changes
described in Item 5.02. A copy of the press release is furnished with this
report as Exhibit 99.1.
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