DEF 14A of Kinder Morgan, Inc., Mar 29, 2024

DEF 14A of Kinder Morgan, Inc.

Filed Mar 29, 2024 · FY20230001506307-24-000022

Open on EDGAR

  1. The Board of Directors

    The Board of Directors This year we are presenting a new director nominee, Amy W. Chronis, who was recommended for consideration by Steven J. Kean, our former CEO and a non-management director, as discussed below under “—Identifying and Evaluating Nominees for Director.” In addition, as previously announced, Ronald L. Kuehn, Jr. will retire from the Board as of the date of our 2024 Annual Meeting. As a result, Mr. Kuehn’s name does not appear on the slate of directors to be elected at the annual meeting. Except for Ms. Chronis, each person listed in the table below served on our Board in 2023 and is nominated for re-election to the Board at our 2024 Annual Meeting.

  2. The Board of Directors

    | Name | Age | Title | | Richard D. Kinder | 79 | Director and Executive Chairman | | Kimberly A. Dang | 54 | Director and Chief Executive Officer | | Amy W. Chronis | 62 | Director Nominee | | Ted A. Gardner | 66 | Director | | Anthony W. Hall, Jr. | 79 | Director | | Steven J. Kean | 62 | Director (former Chief Executive Officer) | | Deborah A. Macdonald | 72 | Director | | Michael C. Morgan | 55 | Lead Director | | Arthur C. Reichstetter | 77 | Director | | C. Park Shaper | 55 | Director | | William A. Smith | 79 | Director | | Joel V. Staff | 80 | Director | | Robert F. Vagt | 77 | Director |

  3. The Board of Directors

    In this section, when we refer to KMI, we also mean its predecessor companies prior to KMI’s initial public offering in February 2011. When we refer to “Kinder Morgan” or “Kinder Morgan companies,” we mean KMI, one or more of the companies acquired by KMI, and/or KMI’s formerly public subsidiaries, as described below. Several of our directors and executive officers previously served as directors and/or officers of one or more of KMI’s predecessors. A number of our directors and executive officers also previously served as directors and/or officers of one or more of KMI’s formerly public subsidiaries, including Kinder Morgan GP LLC (KMGP), the general partner of Kinder Morgan Energy Partners, L.P. (KMP), Kinder Morgan Management LLC (KMR), El Paso Pipeline GP Company, L.L.C. (EPB GP), the general partner of El Paso Pipeline Partners, L.P. (EPB), and/or Kinder Morgan Canada Limited (KML). KMI acquired El Paso Corporation (EP) on May 24, 2012, and some of the directors of that company joined the KMI Board. On November 26, 2014, we acquired all of the outstanding common units of EPB and KMP, and all of the outstanding common shares of KMR, that we and our subsidiaries did not already own. On December 16, 2019, KML was acquired by Pembina Pipeline Corporation. Richard D. Kinder Director since 1999 Mr. Kinder is a director and the Executive Chairman of KMI. He served as Director, Chairman and Chief Executive Officer of KMI from 1999 until he became Executive Chairman in 2015. Mr. Kinder served as Director, Chairman and Chief Executive Officer of KMR from 2001 until 2014. He served as Director, Chairman and Chief Executive Officer of KMGP from 1997 until 2014. He served as Director, Chairman and Chief Executive Officer of EPB GP from 2012 until 2014. Mr. Kinder’s prior experience as Chief Executive Officer of the Kinder Morgan companies provides him with a familiarity with our strategy, operations and finances that is unmatched. In addition, we believe that Mr. Kinder’s significant equity ownership in our company aligns his economic interests with those of our other equity investors. Kimberly A. Dang Director since 2017 Ms. Dang has served as a director of KMI since 2017 and became the Chief Executive Officer of KMI on August 1, 2023. She served in the role of President of KMI from 2018 to August 2023. She also served as a director of KML from 2017 until 2019. Ms. Dang has served in various management roles for the Kinder Morgan companies since 2001 and in senior executive roles since 2005, including as Vice President and Chief Financial Officer of KMI from 2005 to 2018 and as Vice President and Chief Financial Officer of KMR and KMGP from 2005 until 2014. Prior to Kinder Morgan, among other things, Ms. Dang spent six years working in real estate investment at Goldman Sachs. Ms. Dang holds a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University and a Bachelor of Business Administration degree in accounting from Texas A&M University. Ms. Dang’s years of leadership as President and as Chief Financial Officer, together with her extensive business acumen, provide our Board with necessary strategic insight. Ms. Dang also provides a diverse perspective that is important to our Board. Amy W. Chronis Director Nominee Ms. Chronis is a Senior Partner with Deloitte and is scheduled to retire from Deloitte as of June 1, 2024. She served as Deloitte’s Vice Chair and US Energy & Chemicals Industry Leader from January 2021 to January 2024. She served as the Managing Partner of Deloitte’s Houston practice from February 2018 to January 2024. She joined Deloitte as a Partner in June, 2002. Ms. Chronis has served on the board of directors of the Greater Houston Partnership since April 2018 and served as its chairman for 2021. She has also served on the board of trustees of the United Way of Greater Houston since April 2018. She has served on the board of directors of Texas 2036, a nonpartisan data driven public policy think tank, since September 2019. She has been a member of the board of directors of non-profit Central Houston, Inc. since January 2019. Ms. Chronis earned a BSBA degree in Accounting and International Studies from The Ohio State University in 1983. She completed an Executive Education program at Columbia Business School and is a CPA, licensed in the State of Texas. Ms. Chronis has over 30 years of experience as a finance and public accounting executive focusing on the energy, chemicals, technology and manufacturing industries. In addition to her financial and accounting expertise and knowledge of the energy industry, she brings to the Board notable expertise in executive leadership, strategic planning, business transformation, technology, sustainability and enterprise risk management. Ms. Chronis also provides a diverse perspective that is important to our Board. Ted A. Gardner Director since 2014 Mr. Gardner has served as a director of KMI since 2014. Mr. Gardner has been a Managing Partner of Silverhawk Capital Partners since 2005. Mr. Gardner has served as a director of Incline Energy Partners, LP since 2015, and Spartan Energy Partners since 2010. In January 2021, he became chairman of the board of CSI Compressco LP following its acquisition by Spartan Energy Partners. Formerly, he served as a director of the predecessor of KMI from 1999 to 2007, a director of Encore Acquisition Company from 2001 to 2010, a director of KMR and KMGP from 2011 until 2014, a director of Athlon Energy Inc. from 2013 to 2014, and a director of Summit Materials Inc. from 2009 to May 2020. We believe Mr. Gardner’s prior management, business and leadership experience, and his previous Board experience with KMI, provides us with the perspectives and judgment important to guiding our business strategies. Anthony W. Hall, Jr. Director since 2012 Mr. Hall has served as a director of KMI since 2012. Previously, he served as a director of EP from 2001 until the closing of our acquisition of EP in 2012. Mr. Hall has been engaged in the private practice of law since 2010. He previously served as Chief Administrative Officer of the City of Houston from 2004 to 2010 and as the City Attorney for the City of Houston from 1998 to 2004. Prior to 1998, Mr. Hall was a partner in the Houston law firm of Jackson Walker, LLP. Mr. Hall is the past Chairman of the Houston Endowment Inc. and served on its board of directors for 12 years. He is also Chairman of the Boulé Foundation. Mr. Hall’s extensive experience in both the public and private sectors, and his affiliations with many different business and philanthropic organizations, provides our Board with important insight from many perspectives. Mr. Hall’s more than 40 years of legal experience provides the Board with valuable guidance on governance issues and initiatives. As an African American, Mr. Hall also brings a diversity of experience and perspective that is welcomed by our Board. Steven J. Kean Director since 2007

  4. The Board of Directors

    Mr. Kean has served as a director of KMI since 2007. He served as Chief Executive Officer of KMI from 2015 to August 2023 and as KMI’s President from 2013 to 2018. Mr. Kean served in various management roles for the Kinder Morgan companies beginning in 2002. He was Executive Vice President and Chief Operating Officer of KMI from 2006 until 2013, when he was named President and Chief Operating Officer, and served in that capacity until he assumed the Chief Executive Officer role in 2015. Mr. Kean also served as Chairman of the Board and Chief Executive Officer of KML from 2017 until 2019 and President, Chief Operating Officer and a director of KMR, KMGP and EPB GP from 2013 until 2014. Mr. Kean was elected President and Chief Executive Officer of the Greater Houston Partnership effective December 1, 2023. Mr. Kean received his Juris Doctor from the University of Iowa in 1985 and received a Bachelor of Arts degree from Iowa State University in 1982. Mr. Kean’s experience as one of our executives since 2002 provides him valuable management and operational expertise and a thorough understanding of our business operations and strategy. Deborah A. Macdonald Director since 2011 Ms. Macdonald has served as a director of KMI since 2011. For the past 15 years, she has served on the boards of several private charitable organizations. Ms. Macdonald served as Vice President (President, Natural Gas Pipelines) of KMI from 2002 until 2005 and served as President of a subsidiary of KMI from 1999 until 2003. As a result of Ms. Macdonald’s prior service as an executive officer of KMI, she possesses a familiarity with our business operations, financial strategy and organizational structure which enhance her contributions to our Board. Ms. Macdonald also provides a diverse perspective that is important to our Board. Michael C. Morgan Director since 2007 Mr. Morgan has served as a director of KMI since 2007 and as lead director of KMI since 2011. He served in various management roles for the Kinder Morgan companies from 1997 to 2004, including as President from 2001 until 2004. Mr. Morgan has been Chairman of Triangle Peak Partners, LP, a registered investment adviser and fund manager, since 2008, and was Chief Executive Officer from 2008 to 2022. He also has been President of Portcullis Partners, L.P., a private investment partnership, since 2004. Mr. Morgan has been a director of Sunnova Energy International (NYSE: NOVA), a residential energy and storage company, since 2015. He has served as a director and chair of the compensation committee of Stem, Inc. (NYSE: STEM), a smart energy storage company, since April of 2021. Previously, he served as Chairman of the board of directors of each of Star Peak Energy Transition Corp. (NYSE: STPK) from August 2020 until its merger with Stem, Inc. in April 2021 and Star Peak Corp. II (NYSE: STPC) from January 2021 until its merger with Benson Hill in September 2021. Mr. Morgan was a director of Kayne Anderson MLP Investment Company and Kayne Anderson Energy Total Return Fund, Inc. from 2007 until 2008. As a result of Mr. Morgan’s prior service as an executive officer of KMI, he possesses a familiarity with our business operations, financial strategy and organizational structure which enhance his contributions to our Board. Arthur C. Reichstetter Director since 2014 Mr. Reichstetter has served as a director of KMI since 2014. He served as a director of EPB GP from 2007 until 2014. He has been a private investor since 2007. Mr. Reichstetter served as Managing Director of Lazard Freres from 2002 until his retirement in 2007. From 1998 to 2002, Mr. Reichstetter was a Managing Director with Dresdner Kleinwort Wasserstein, formerly Wasserstein Parella & Co. Mr. Reichstetter was a Managing Director with Merrill Lynch from 1993 until 1996. Prior to that time, Mr. Reichstetter worked as an investment banker in various positions at The First Boston Corporation from 1974 until 1993, becoming a managing director with that company in 1982. Mr. Reichstetter brings to the Board extensive experience in investment management and capital markets, as highlighted by his years of service at Lazard Freres, Dresdner Klienwort Wasserstein, Merrill Lynch and The First Boston Corporation. His leadership, together with technical expertise and extensive financial acumen provide our Board with necessary strategic insight and experience. C. Park Shaper Director since 2007 Mr. Shaper has served as a director of KMI since 2007. He was a director of KMR and KMGP from 2003 until 2013 and a director of EPB GP from 2012 until 2013. He served in various management roles for the Kinder Morgan companies from 2000 until 2013, when he retired as President. Mr. Shaper has been a director of Service Corporation International (NYSE: SCI) since May 2022. He is also a director of Sunnova Energy International (NYSE: NOVA) and serves as chair of its audit committee. From 2007 until August 2021, he served as a trust manager of Weingarten Realty Investors and as the chair of its compensation committee. Mr. Shaper was a member of the board of directors of Star Peak Energy Transition Corp. (NYSE: STPK) from August 2020 until its merger with Stem, Inc. in April 2021 and Star Peak Corp II (NYSE: STPC) from January 2021 until its merger with Benson Hill in September 2021, and he served as the chair of their respective audit, compensation and nominating and governance committees. Mr. Shaper’s previous experience as our President, and as an executive officer of various Kinder Morgan entities, provides him valuable management and operational expertise and intimate knowledge of our business operations, finances and strategy. William A. Smith Director since 2014 Mr. Smith has served as a director of KMI since 2014. He served as a director of EPB GP from 2008 to 2014. From 2003 until his retirement as an active partner in 2012, Mr. Smith was a partner in Galway Group, L.P., an investment banking/energy advisory firm headquartered in Houston, Texas. In 2002, Mr. Smith retired from EP, where he was an Executive Vice President and Chairman of El Paso Merchant Energy’s Global Gas Group. Mr. Smith had a 29-year career with Sonat Inc. prior to its merger with EP in 1999. At the time of the merger, Mr. Smith was Executive Vice President and General Counsel. He previously served as Chairman and President of Southern Natural Gas Company and as Vice Chairman of Sonat Exploration Company. Mr. Smith served as a director of Eagle Rock Energy G&P LLC from 2004 until the sale of that company in 2015. Mr. Smith previously served on the board of directors of Maritrans Inc. until 2006. With over 40 years of experience in the energy industry, Mr. Smith brings to the Board a wealth of knowledge and understanding of our industry, including valuable legal and business expertise. His experience as an executive and attorney provides the Board with an important skill set and perspective. In addition, his experience on the board of directors of other domestic and international energy companies further augments his knowledge and experience. Joel V. Staff Director since 2011 Mr. Staff has served as a director of KMI since 2011. Since 2007, Mr. Staff has been a private investor. Mr. Staff was Chief Executive Officer of Reliant Energy, Inc. from 2003 until his retirement in 2007. He also served as Reliant Energy, Inc.’s Chairman of the board from 2003 to 2008 and Executive Chairman of the board from 2008 until his retirement from the board in 2009. Mr. Staff was a director of Ensco International Incorporated between 2002 and 2008. Mr. Staff’s experience as a senior executive in the energy industry provides him with an understanding of many of the issues we encounter, enhancing his contributions to our Board. Robert F. Vagt Director since 2012

  5. The Board of Directors

    Mr. Vagt has served as a director of KMI since 2012. He served as a director of EP from 2005 until we acquired it in 2012. Mr. Vagt has served as a member of the board of directors and as lead independent director of Equitrans Midstream Corp. (NYSE: ETRN) since its spin-out from EQT Corporation in November 2018. He previously served as a member of the board of directors of EQT Corporation from 2017 to November 2018 and as Chairman of the board of directors of Rice Energy Inc. from 2014 until its acquisition by EQT Corporation in 2017. Mr. Vagt served as President of The Heinz Endowments from 2008 through 2014. Prior to that time, he served as President of Davidson College from 1997 to 2007. Mr. Vagt served as President and Chief Operating Officer of Seagull Energy Corporation from 1996 to 1997. From 1992 to 1996, he served as President, Chairman and Chief Executive Officer of Global Natural Resources. Mr. Vagt served as President and Chief Operating Officer of Adobe Resources Corporation from 1989 to 1992. Prior to 1989, he served in various positions with Adobe Resources Corporation and its predecessor entities. Mr. Vagt’s professional background in both the public and private sectors make him an important advisor and member of our Board. Mr. Vagt brings to our Board operations and management expertise in both the public and private sectors. In addition, Mr. Vagt provides our Board with a welcome diversity of perspective gained from his service as an executive officer of multiple energy companies, the president of a major charitable foundation, and the president of an independent liberal arts college.

  6. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The Nominating and Governance Committee is generally responsible for seeking, screening and identifying individuals qualified to become Board members. Candidates for director may also come to the attention of the Nominating and Governance Committee through other Board members or committees, professional search firms, stockholders or other persons. The Nominating and Governance Committee evaluates and recommends to our Board nominees for election as directors at each annual meeting of our stockholders and persons to fill vacancies on the Board that occur between annual meetings of our stockholders. In carrying out its responsibilities, the Nominating and Governance Committee evaluates the skills and attributes desired of prospective directors and, when appropriate, conducts searches for qualified candidates; selects prospective candidates to interview and ascertains whether they meet the qualifications for director described above and as otherwise set forth in the Governance Guidelines; recommends approval by the entire Board of each selected nominee for election as a director; and approves extending an invitation to join our Board if the invitation is proposed to be extended by any person other than the chair of the Nominating and Governance Committee. The Nominating and Governance Committee will consider director candidates recommended by stockholders. Stockholders may communicate recommendations for director candidates to the chair of the Nominating and Governance Committee by following the procedures described under “Additional Information—Stockholder Proposals and Director Nominations for Our 2025 Annual Meeting.” In addition, the stockholder should provide such other information as such stockholder may deem relevant for the Nominating and Governance Committee’s evaluation. The chair of the Nominating and Governance Committee has discretion to determine whether the recommendation should be brought to the attention of the full Board and whether any response to the person sending the communication is appropriate. Any such response will be made through our investor relations department and only in accordance with our policies and procedures and applicable law and regulations relating to the disclosure of information. Our corporate secretary will retain copies of all recommendations received pursuant to these procedures for a period of at least one year. The Nominating and Governance Committee of the Board will review the effectiveness of these procedures from time to time and, if appropriate, make changes. In January 2024, our Board established a special search committee, consisting of Messrs. Kinder, Gardner, Morgan and Shaper (Special Committee), to identify and review possible director candidates for nomination at our annual meeting. The Special Committee identified and considered numerous candidates, including Ms. Chronis, whom Mr. Kean had recommended for consideration by the Special Committee. After a review of Ms. Chronis’s qualifications and experience, and interviews conducted by each member of the Special Committee and Ms. Dang and Mr. Martin, the Special Committee selected Ms. Chronis for the Board’s consideration. Mr. Gardner briefed the members of the Nominating and Governance Committee (other than Mr. Shaper, who was a member of the Special Committee) on the results of its search and its unanimous selection of Ms. Chronis. The Nominating and Governance Committee then unanimously recommended, and the Board unanimously approved, Ms. Chronis’s nomination.

  7. Program Objectives

    Program Objectives We seek to attract, motivate and retain executives who will help us achieve our primary business goal of creating value with our portfolio of businesses for the benefit of our investors and other stakeholders. To help accomplish this goal, we have designed an executive compensation program to: •incent our executives to act and make decisions like owners; •provide competitive total compensation to our executives at a reasonable cost, generally at the 50th percentile of total compensation offered by companies of similar size and scope to ours; and •tie a substantial majority of our executives’ total compensation directly to our financial performance to further align our executives’ interests with those of our stockholders. To accomplish the foregoing, we use a combination of: •base salary (non-performance based cash compensation) that is generally below market; •an annual bonus opportunity (performance-based cash compensation) that is tied to the attainment of our annual financial performance targets established at the beginning of the year by the Compensation Committee, with consideration also given to our EHS and operational performance, other financial measures and the individual performance of each executive; and •long-term incentive compensation (performance-based equity awards) that is generally awarded annually in the form of restricted stock units (RSUs) with cliff-vesting at the end of a three-year performance period and subject to a reasonably achievable performance-based vesting condition. We do not layer on additional “stretch” awards providing excess compensation or bonus vesting based on stock price, total stockholder return or other similar measures because we believe such practices encourage excessive risk taking and create incentives to engage in behavior that is potentially adverse to long-term stockholder value. We also do not utilize “stretch” or “reach” goals in the long-term incentive equity awards because we intend the equity awards to vest, increasing our executives’ stock ownership and creating further alignment with stockholders. Also, the failure of an award to vest would result in an executive being severely underpaid as compared to the 50th percentile of our peer group, potentially impairing our ability to motivate and retain the executive. We keep abreast of current trends, developments and emerging issues in executive compensation and annually compare our executive compensation components with market information consisting of proxy data and third-party compensation surveys in which we participate. We developed a compensation peer group from the energy industry using companies that most closely reflect our profile in terms of revenues, assets, and market value, as well as competition for executive level talent and we re-assess our peer group when appropriate given consolidation or other industry changes. This information is compiled using the Equilar Insight executive compensation benchmarking software platform. The purpose of this comparison is to ensure that our total compensation package operates effectively, remains both reasonable and competitive within the energy industry, and is generally comparable, in terms of total compensation value, to the median of total compensation offered by companies of similar size and scope to ours. The following companies are included in our peer group:

  8. Compensation Designed to Reward Performance and Align Incentives

    Compensation Designed to Reward Performance and Align Incentives Our executive compensation program is designed to reward individuals for advancing our business strategies and the interests of our investors and other stakeholders, to align management’s interests with those of our stockholders, and to incentivize compliance with our Code of Business Conduct and Ethics and our EHS policies. Each executive is held accountable for upholding and complying with company policies, which require the individual to maintain an inclusive and discrimination-free workplace, to comply with the law, and to maintain high standards of operating safety and environmental protection. In addition, cash and equity incentive compensation paid to our executive officers is subject to a clawback policy providing that such compensation may, under certain circumstances, be recovered by us in the event of a restatement of our financial results. See “Corporate Governance—Corporate Governance Highlights.” We believe that the most effective means of aligning management’s interests with those of our investors and other stakeholders is to emphasize incentive-based compensation rather than fixed compensation such as base salary and perquisites. We do not provide executive perquisites, supplemental executive retirement, non-qualified supplemental defined benefit/contribution, deferred compensation or split-dollar life insurance programs to our executive officers. We have no executive company cars or executive car allowances nor do we pay for financial planning services. Additionally, we do not own any corporate aircraft, and we do not pay for executives to fly first class. We do not have employment agreements or special severance arrangements with our executive officers. Our executive officers are eligible for severance under the same plan as our other non-union employees. We emphasize incentive-based compensation by paying base salaries that are generally below market and allocating a substantial majority of our executives’ total compensation to annual performance-based cash bonuses and long-term incentive equity awards in the form of RSUs. Annual bonus amounts are determined based on the level of achievement of annual financial performance targets established by the Compensation Committee and other objectives. RSUs granted under our executive compensation program are subject to both time-based and performance vesting hurdles and provide the attributes of stock ownership, which we believe motivates executives to behave like owners by directly aligning the executives’ interests with those of our stockholders. Our incentive-based compensation is subject to performance targets that are intended to incentivize and reward our executives’ efforts to preserve and enhance the long-term value of our company. Our primary financial performance target under both our annual and long-term incentive awards is distributable cash flow (DCF) per share, which we believe is useful to evaluate our performance and to measure and estimate the ability of our assets to generate economic earnings after paying interest expense, paying cash taxes and expending sustaining capital. DCF provides additional insight into the specific costs associated with our assets in the current period and facilitates period-to-period comparisons of our performance from ongoing business activities. Supplemental performance targets include a consolidated leverage ratio to measure the strength of our balance sheet (Net Debt-to-Adjusted EBITDA), our business segments’ respective earnings performance compared to their budgeted earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments (Adjusted Segment EBDA), EHS and operational performance, and progress on or completion of projects or transactions that enhance the value of our company. We use DCF per share, consolidated leverage and Adjusted Segment EBDA because we believe that performance targets should emphasize performance that is reasonably within our executives’ control, unlike measures, such as total shareholder return (TSR), which can be influenced by significant factors outside our executives’ control, such as market sentiment or momentum. DCF per share, Net Debt-to-Adjusted EBITDA and Adjusted Segment EBDA are non-GAAP measures. Please see “Appendix A—Non-GAAP Financial Measures” for an explanation of these non-GAAP performance measures.

  9. Elements of 2023 Compensation

    Elements of 2023 Compensation Our 2023 executive compensation program was principally composed of three elements: •a base salary, •a possible annual cash bonus, and •long-term incentive equity awards (including related dividend equivalent payments on unvested awards). Each year, the Compensation Committee reviews our compensation philosophy and approves the compensation of our named executive officers and the financial and other goals and objectives that are relevant to the compensation of our named executive officers. The Compensation Committee (and the other independent directors, in the case of our CEO) also reviews each named executive officer’s performance in consultation with management. For 2023, the Compensation Committee and the other independent Board members solicited information from Mr. Kinder and Ms. Denise Mathews (our former Vice President and Chief Administrative Officer, who retired in February 2024) regarding the performance of Ms. Dang. In addition, the Compensation Committee solicited information from Mr. Kinder, Ms. Mathews and Ms. Dang with respect to the performance of our other named executive officers. The Compensation Committee also obtained information from Ms. Mathews with respect to compensation for comparable positions of responsibility at our peer companies. All this information was taken into account by the Compensation Committee, which made final determinations regarding compensation of our named executive officers other than our CEO, whose compensation was approved by our independent directors. With respect to the 2023 compensation of Mr. Kean, no compensation changes were considered or approved in connection with his transition from the role of CEO, which was announced in January 2023 and effective August 1, 2023. No named executive officer reviewed his or her own performance or approved his or her own compensation, although the independent directors of the Board have considered and agreed to individual requests by executive officers to forego a traditional base salary or to participate in the annual incentive plan, as described above under “—Individual Executive Compensation Waivers.” Base Salary Base salary is paid in cash. In determining executive base salaries, we seek to provide reasonable fixed compensation while also retaining our overall emphasis on incentive-based compensation; accordingly, we pay base salaries that are generally below the 50th percentile of those of our peer group. The Compensation Committee has maintained an annual base salary cap for our executive officers of $500,000 since July 2018. As noted above, our former Chief Executive Officer, Mr. Kean, received an annual base salary of $1, as does our Executive Chairman, Mr. Kinder. Possible Annual Cash Bonus (Performance-Based Cash Incentive) The overall purpose of our Amended and Restated Annual Incentive Plan (Annual Incentive Plan) is to foster our executive officers’ and our employees’ personal stake in the continued success of our company through the possible payment of annual cash bonuses that are dependent on individual and company performance. All of our employees are eligible to participate in the Annual Incentive Plan (except for employees covered by collective bargaining agreements and employees of one of our joint ventures, which has its own compensation program). The Annual Incentive Plan is administered with an executive component for awards to our executive officers and a non-executive component for all other eligible employees. Ms. Dang waived her participation in the Annual Incentive Plan for the portion of 2023 attributable to her service as CEO and for future years. Mr. Kean also elected not to participate in the Annual Incentive Plan during his service as CEO. At the beginning of each performance year, the Compensation Committee establishes a budgeted pool of bonus dollars for the payment of awards and establishes performance goals. After our results for the year are calculated, the Compensation Committee determines the degree to which the final bonus pool for the performance year will be funded. This determination depends primarily on the extent to which we meet certain financial performance targets, which are generally consistent with the Board-approved budget developed through our rigorous budgeting process and published in January of each year. The Compensation Committee may also adjust the final bonus pool upward or downward based on other factors, in the Committee’s discretion, including our overall performance in other areas such as EHS and operational performance and other financial measures. With respect to the executive component, the Compensation Committee also establishes individual bonus award opportunities available to each executive officer which will form the basis for determining the amount payable under such awards, subject to achievement of the applicable performance goals and other factors determined by the Compensation Committee in its discretion. After the financial results for the year are calculated, the Compensation Committee determines the bonuses to be paid to each executive officer based primarily on the extent to which the annual financial performance targets are met, with consideration also given to our EHS and operational performance, other financial measures and the individual performance of each executive. The maximum payout to any individual under the Annual Incentive Plan for any year is $3 million. The Compensation Committee, in its sole discretion, may reduce or increase the amount of the bonus actually paid to any executive officer. For 2023, the Compensation Committee set a target of DCF of $2.13 per common share as the financial performance target under both the executive component and the non-executive component and approved the following additional objectives that could potentially increase or decrease the budgeted bonus pool for 2023: a target consolidated leverage ratio, which we measure as the ratio of Net Debt-to-Adjusted EBITDA, of 4.0x; and our EHS performance, including beating industry average incident rates; improving incident rates compared to our previous three-year averages; and experiencing no significant incidents in our operations or expansions. DCF, DCF per common share, and Net Debt and Adjusted EBITDA are non-GAAP measures. Please see “Appendix A—Non-GAAP Financial Measures” for descriptions of how these measures are calculated from our financial statements. The table under “Grants of Plan-Based Awards for 2023” below sets forth the threshold, target and maximum payout opportunities for each named executive officer under the Annual Incentive Plan. The Compensation Committee has never approved payment of the maximum bonus opportunity to a current named executive officer. For 2023, we achieved DCF per share of $2.10 (1% below our DCF target of $2.13 per share), and our Net Debt-to-Adjusted EBITDA was 4.21x, compared to our target of 4.0x. If our acquisition of the STX Midstream pipeline system from NextEra Energy Partners, LP had closed in 2024, as originally forecasted, instead of December 28, 2023, then our consolidated leverage ratio would have been in line with the target level goal. Our Compensation Committee approved funding of slightly less than 100% of the 2023 budgeted cash bonus pool under the Annual Incentive Plan. The Compensation Committee established a baseline funding rate of 97% for the executive component, with individual executives receiving upward or downward adjustments relative to such 97% funding rate based on individual performance and other factors as described below. The budgeted bonus opportunities for each named executive officer are based on the peer company market data discussed under “—Program Objectives” above. The approved funding level includes any premium pay calculations for bonus awards paid to non-exempt employees.

  10. Elements of 2023 Compensation

    The 2023 bonuses paid to our named executive officers were based primarily on the extent to which the DCF per share target was met. The Committee also took into account our achievement of the consolidated leverage ratio target and our EHS and operational performance goals, as well as continued progress on key projects and completion of valuable transactions. In addition, the Compensation Committee considered Adjusted Segment EBDA as a factor in determining compensation under our Annual Incentive Program for our business segment presidents. The Compensation Committee also considered, qualitatively, how well each executive officer performed his or her duties during the year. Information was solicited from relevant members of senior management regarding the performance of our executive officers, and determinations and recommendations were made at the regularly scheduled first quarter Board and Compensation Committee meetings held in January 2024. Other factors considered by the Compensation Committee included market data about compensation of comparable positions of responsibility at our peer companies, derived from the proxy data and the third-party compensation surveys referred to above. With respect to using these other factors in assessing performance, the Compensation Committee did not find it practicable to, and did not, use a “score card” or quantify or assign relative weight to the specific criteria considered. Specific aspects of an individual’s performance, other than the overall financial and other objectives discussed above, were not identified in advance. Rather, adjustments were based on the Compensation Committee’s judgment and input from Mr. Kinder, Ms. Dang (with respect to other members of the executive leadership team) and Ms. Mathews, giving consideration to the totality of the record presented, including the individual’s performance and the magnitude of any other positive or negative factors. For details on amounts paid to the named executive officers for 2023 awards under Annual Incentive Plan, see the “Non-Equity Incentive Plan Compensation” column in the “—2023 Summary Compensation Table” following this CD&A. For a discussion of effects under the Annual Incentive Plan of death, disability, retirement, termination of employment or a change in control of the company, please read “Potential Payments upon Death, Disability, Termination or a Change in Control.” Long-Term Incentive Compensation (Performance-Based Equity Incentive) We believe that significant long-term incentive equity compensation as part of total executive compensation is an effective means of attracting, motivating, and retaining executive talent while also aligning executives’ interests with those of stockholders. Accordingly, we use long-term incentive equity awards in the form of RSUs for a significant portion of our executives’ compensation. Our executives receive dividend equivalents on their unvested RSUs in the same amount per RSU as our normal quarterly dividends per share on our common stock, and they receive one share of our common stock upon vesting of each RSU, creating direct alignment with stockholders. We believe that this alignment encourages our executives to think and make decisions like owners. We typically make annual awards to our executive officers of RSUs that are subject to both a time-based vesting condition (typically a three-year cliff-vesting condition) and a performance-based vesting condition (typically a DCF per share target). In July 2023, in connection with the usual processes for annual approvals of long-term incentive awards, the Compensation Committee approved RSU awards for Ms. Dang and Messrs. Holland, Michels and Sanders that will vest in full on July 31, 2026, generally subject to continued employment and achievement of specified performance hurdles. The 2023 annual award approved for Ms. Dang was 636,575 RSUs, which was sized in anticipation of her appointment as our CEO. As described in the following paragraph, the Compensation Committee approved an RSU award for Mr. Martin in January 2023, and he did not receive any additional RSU award as part of the annual approval process in July 2023. Mr. Kean did not receive any RSU award in 2023. In certain circumstances, we grant an RSU award that is larger than a typical annual RSU award, with the expectation that no additional equity awards will be granted to such executive until near the end of the vesting period. We refer to awards of this type as multi-year awards. A multi-year award represents more than one year’s long-term incentive compensation because it is intended that the executive will forego one or more annual grants in the future during the vesting period of the multi-year award. In January 2023, the Compensation Committee approved a multi-year award to Mr. Martin in connection with his promotion to Executive Vice President and in anticipation of his promotion to President. This multi-year award also was intended for retention purposes in recognition that Mr. Martin’s only then outstanding RSU award was scheduled to vest on January 31, 2023. Mr. Martin received a multi-year award of 382,572 RSUs that will vest in full on July 31, 2025, generally subject to continued employment and achievement of specified performance hurdles. In light of this multi-year award, future equity awards are not expected to be granted to Mr. Martin until closer to the end of the performance period vesting date.

  11. Elements of 2023 Compensation

    As stated above, the RSU awards that we make to our executive officers generally provide for cliff-vesting at the end of a three-year performance period and are subject to a reasonably achievable performance-based vesting condition. The performance-based condition is typically a requirement that the annualized DCF per share for any four quarters during the vesting period meet or exceed a DCF per share target established by the Compensation Committee. The Compensation Committee selects a DCF per share target that is consistent with the current year’s budget and our internal estimates of expected performance over the vesting period, and is typically at or slightly higher than the budgeted DCF per share approved by the Board for the year in which the equity award is granted. As such, the performance hurdle is designed to be achievable based on expected performance. Because this target is not intended to serve as a forecast or guidance for investors, we do not publish the target until the year of vesting. See “—Stock Vested During 2023” for the targets applicable to RSUs that vested in 2023. The Compensation Committee has determined to utilize an achievable DCF per share target rather than subjecting all or a portion of the awards to “reach” or “stretch” targets based on a number of considerations. First, the three elements principally comprising our executives’ compensation, when aggregated, provide our executives with a total compensation package generally at the 50th percentile of the executive compensation in our above-referenced peer group. If the long-term incentive equity awards, which represent a large percentage of each of our executive’s total compensation (and, in the case of Mr. Kean, equity awards represented essentially all his total compensation), failed to vest, an executive would be severely underpaid compared to market. Such an event would impair our ability to motivate and retain the executive. Second, we believe that layering on equity awards that vest only upon (or that vest at a higher rate based upon) achievement of pre-established “reach” financial targets or stock performance or similar metrics may create incentives to engage in behavior that is potentially adverse to long-term stockholder value. Finally, as noted previously, we believe that granting our executives long-term incentive compensation in the form of RSUs (which vest into shares of our common stock) directly aligns the executive with the interests of stockholders through potential stock ownership in a manner that we believe is superior to short-term performance metrics and cash-based incentives. See “—Grants of Plan Based Awards for 2023” following this CD&A for information regarding the awards granted to the named executive officers in 2023. All the outstanding long-term incentive equity awards held by executive officers are subject to the terms of our 2021 Stock Incentive Plan. The 2021 Stock Incentive Plan provides for clawback of equity compensation received under the plan to the extent required under our executive compensation clawback policy. The minimum vesting period for awards under the 2021 Stock Incentive Plan is three years, subject to an exception for up to 10% of the shares of common stock authorized for issuance under the 2021 Stock Incentive Plan (which 10% remains subject to a minimum vesting period of 12 months). The minimum vesting periods do not apply in the case of a change in control of the company or upon the occurrence of certain events that may be specified in the applicable award agreement. For a discussion of effects under the 2021 Stock Incentive Plan of death, disability, retirement, termination of employment or a change in control of the company, please see “Potential Payments upon Death, Disability, Termination or a Change in Control.” Retirement Programs In addition to the three principal components of our executive compensation programs described above (base salary, possible annual cash bonus, and long-term incentive compensation), KMI employees, including our named executive officers, are eligible for our 401(k) retirement savings plan and a cash balance retirement plan, as described below. Kinder Morgan Savings Plan. The Kinder Morgan Savings Plan is a defined contribution 401(k) plan. The plan permits eligible employees of KMI, including our named executive officers, to contribute between 1% and 50% of eligible base compensation, annual incentive bonus and overtime, subject to limits established by the Internal Revenue Service, on a pre-tax or Roth 401(k) basis, into participant accounts. In addition, we contribute 5% of eligible base compensation, subject to limits established by the Internal Revenue Service, into participant accounts for most employees of KMI, including our named executive officers. Upon completing two years of employment with the company, participants become 100% vested in KMI contributions and may take a distribution upon termination of employment or retirement. Kinder Morgan Retirement Plans. Employees of KMI, including our named executive officers, are also eligible to participate, as applicable, in Kinder Morgan Retirement Plan A or Kinder Morgan Retirement Plan B, which are cash balance pension plans that we refer to herein as the “Cash Balance Retirement Plans.” Employees accrue benefits through a Personal Retirement Account (PRA) in the Cash Balance Retirement Plans. We allocate contribution credits of 4% or 5% of eligible base compensation, subject to limits established by the Internal Revenue Service, every pay period to participants’ PRAs based on age and years of eligible service as of December 31 of the prior year. Interest is credited to each PRA at the 5-year U.S. Treasury bond rate published in the Internal Revenue Bulletin for November of the prior year, plus 0.25%. Upon completing three years of employment with the company, employees become 100% vested in the Cash Balance Retirement Plans and may take a lump sum or annuity distribution upon termination of employment or retirement. For information regarding the estimated actuarial present value of each named executive officer’s accumulated pension benefit under the Cash Balance Retirement Plans, see “—Pension Benefits” following this CD&A.

  12. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows total compensation paid or otherwise awarded by us to our named executive officers for services rendered during the year ended December 31, 2023 and, to the extent required by applicable SEC disclosure rules, 2022 and 2021. As announced in January 2023, Ms. Dang, previously the President of the company, succeeded Mr. Kean as our Chief Executive Officer effective August 1, 2023, and on such date Mr. Martin, previously Executive Vice President of the company, became our President.

  13. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(a) | Bonus ($) | Stock Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value ($)(d) | All Other Comp-ensation ($)(e) | Total ($) | | Kimberly A. Dang(f) Chief Executive Officer | 2023 | 498,077 | — | 11,000,016 | 850,000 | 40,917 | 16,500 | 12,405,510 | | | 2022 | 473,077 | — | 5,000,011 | 1,400,000 | — | 15,250 | 6,888,338 | | | 2021 | 450,000 | — | 4,000,001 | 1,650,000 | 6,265 | 14,500 | 6,120,766 | | Thomas A. Martin(f) President | 2023 | 498,077 | — | 7,200,005 | 1,225,000 | 37,222 | 16,500 | 8,976,804 | | James E. Holland Vice President and Chief Operating Officer | 2023 | 498,077 | — | 2,250,012 | 660,000 | 40,990 | 16,500 | 3,465,579 | | | 2022 | 473,077 | — | 1,875,002 | 715,000 | 12,189 | 15,250 | 3,090,518 | | | 2021 | 450,000 | — | 1,750,005 | 749,000 | 12,338 | 23,154 | 2,984,497 | | David P. Michels Vice President and Chief Financial Officer | 2023 | 498,077 | — | 2,100,004 | 735,000 | 27,197 | 16,500 | 3,376,778 | | | 2022 | 473,077 | — | 1,500,015 | 750,000 | — | 15,250 | 2,738,342 | | | 2021 | 450,000 | — | 1,000,000 | 763,000 | 7,032 | 14,500 | 2,234,532 | | Dax A. Sanders Vice President (President, Products Pipelines) | 2023 | 498,077 | — | 2,250,012 | 675,000 | 37,380 | 16,500 | 3,476,969 | | | 2022 | 473,077 | — | 1,875,002 | 688,000 | — | 15,250 | 3,051,329 | | | 2021 | 450,000 | — | 1,500,009 | 754,000 | 3,213 | 14,500 | 2,721,722 | | Steven J. Kean(f)(g) Former Chief Executive Officer | 2023 | 1 | — | — | — | 9,413 | — | 9,414 | | | 2022 | 1 | — | — | — | 1,461 | — | 1,462 | | | 2021 | 1 | — | 18,000,005 | — | 253 | — | 18,000,259 |

  14. 2023 Summary Compensation Table

    _________________________ (a) Amounts reported for 2023 with respect to all named executive officers other than Mr. Kean reflect a base salary increase from $475,000 to $500,000 that was effective as of January 29, 2023. (b) See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation (Performance-Based Equity Incentive)” for discussion of the terms of RSU awards granted to our named executive officers in 2023. Amounts reflect the grant date fair value of RSU awards computed in accordance with Financial Accounting Standards Board (FASB) Codification Topic 718, “Compensation — Stock Compensation.” The grant date fair value reflected in the “Stock Awards” column factors in anticipated dividend equivalent payments on such awards. The table below provides, on a supplemental basis, dividend equivalent payments received by the named executive officers in respect of RSU awards outstanding during the years indicated.

  15. 2023 Summary Compensation Table

    | Name | 2023 ($) | 2022 ($) | 2021 ($) | | Kimberly A. Dang | 1,109,703 | 750,296 | 581,467 | | Thomas A. Martin | 542,547 | N/A | N/A | | James E. Holland | 405,826 | 357,598 | 428,480 | | David P. Michels | 275,213 | 199,244 | 153,459 | | Dax A. Sanders | 375,770 | 393,511 | 388,903 | | Steven J. Kean | 868,060 | 1,135,948 | 1,282,216 |

  16. 2023 Summary Compensation Table

    (c) Represents amounts earned under the Annual Incentive Plan for the applicable fiscal year. Ms. Dang waived her participation in the Annual Incentive Plan for the portion of 2023 attributable to her service as CEO and for future years. Mr. Kean also waived his annual incentive during his years of service as CEO. (d) Represents, as applicable, the 2023, 2022 and 2021 annual change in the actuarial present value of accumulated defined pension benefits (including unvested benefits) under our Cash Balance Retirement Plans. The 2022 change in pension value for Ms. Dang and Messrs. Michels and Sanders was $(20,641), $(28,066), and $(38,363), respectively. (e) Consists of company contributions to the KMI Savings Plan. In addition, Mr. Holland’s amount for 2021 includes a cash service award of $8,654 in recognition of his 30th anniversary of employment. The amounts reflected for all periods exclude dividend equivalent payments because the dollar value of such payments was factored into the grant date fair value reported in the “Stock Awards” column for the years in which such RSU awards or restricted stock awards were granted. Please see footnote (b) for supplemental disclosure regarding dividend equivalent payments to named executive officers. (f) Effective August 1, 2023, Ms. Dang succeeded Mr. Kean as our CEO and Mr. Martin became our President. Mr. Kean separated as an employee on such date but continues to serve as a member of the Board. Mr. Martin was not a named executive officer in 2022 or 2021. (g) In addition to the amounts set forth in this 2023 Summary Compensation Table, Mr. Kean received our standard Board retainer fees, which were prorated for his service on the Board as a non-employee director during the third and fourth quarters of 2023. These 2023 prorated Board retainer fees totaled $97,704.

  17. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table provides information regarding plan-based incentive awards granted to our named executive officers during 2023. The information in the table under the caption “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” represents the threshold, target and maximum amounts payable under the Annual Incentive Plan for performance in 2023. Amounts actually paid under that plan for 2023 are set forth in the 2023 Summary Compensation Table under the caption “Non-Equity Incentive Plan Compensation.” Information under the captions “Estimated Future Payouts Under Equity Incentive Plan Awards” and “Grant Date Fair Value of Stock Awards” represents awards of RSUs to our named executive officers in 2023 under our 2021 Stock Incentive Plan. These amounts are set forth in the 2023 Summary Compensation Table under the caption “Stock Awards.”

  18. Grants of Plan-Based Awards for 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Threshold | Target | Maximum | Target | | Grant Date Fair Value of Stock Awards | | Name | Grant Date | ($) | ($) | ($) | (#)(b) | | ($)(c) | | Kimberly A. Dang | | | | | | | | | Annual Incentive Plan(d) | N/A | — | 1,500,000 | 2,250,000 | | | | | RSU Awards | 7/18/2023 | | | | 636,575 | | 11,000,016 | | Thomas A. Martin | | | | | | | | | Annual Incentive Plan | N/A | — | 1,250,000 | 1,875,000 | | | | | RSU Awards | 1/17/2023 | | | | 382,572 | | 7,200,005 | | James E. Holland | | | | | | | | | Annual Incentive Plan | N/A | — | 700,000 | 1,050,000 | | | | | RSU Awards | 7/18/2023 | | | | 130,209 | 2,250,012 | 2,250,012 | | David P. Michels | | | | | | | | | Annual Incentive Plan | N/A | — | 750,000 | 1,125,000 | | | | | RSU Awards | 7/18/2023 | | | | 121,528 | | 2,100,004 | | Dax A. Sanders | | | | | | | | | Annual Incentive Plan | N/A | — | 725,000 | 1,087,500 | | | | | RSU Awards | 7/18/2023 | | | | 130,209 | | 2,250,012 | | Steven J. Kean(d) | N/A | — | — | — | — | | — |

  19. Grants of Plan-Based Awards for 2023

    _________________________ (a) Represents payment opportunities under the 2023 awards under our Annual Incentive Plan. The threshold payment opportunity varies based on whether (i) less than 90% of the target goal is met (providing a payment opportunity from 0% to 74% of the target award level) or (ii) 90% – 99% of the target goal is met (providing a payment opportunity from 75% to 99% of the target award level). The maximum payment opportunity would range from 101-150% of the target opportunity if the target goal is exceeded. See “Compensation Discussion and Analysis—Elements of 2023 Compensation—Possible Annual Cash Bonus (Non-Equity Cash Incentive)” above for further discussion of the 2023 awards under our Annual Incentive Plan. (b) Represents the number of RSUs granted in 2023 to the named executive officers. The awards granted on July 18, 2023 cliff-vest on July 31, 2026, generally subject to achievement of a specified performance condition and continued employment through the vesting date. The award granted on January 17, 2023 cliff-vests on July 31, 2025, generally subject to achievement of a specified performance condition and continued employment through the vesting date. See “Compensation Discussion and Analysis—Elements of 2023 Compensation—Long-Term Incentive Compensation (Performance-Based Equity Incentive)” and “Compensation Discussion and Analysis—2023 Executive Officer Transitions” above for further discussion of the 2023 RSU awards. (c) Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of RSU grants to the named executive officers during 2023. (d) The amounts set forth in this table reflect a full year award opportunity; however, Ms. Dang waived her participation in the Annual Incentive Plan for the portion of 2023 attributable to her service as CEO and for future years. Mr. Kean also declined to participate in the Annual Incentive Plan and did not receive any RSU awards in 2023.

  20. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  21. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Shares of RSUs | Market Value of Shares underlying RSUs ($)(a) | | Kimberly A. Dang(b) | 1,154,390 | 20,363,440 | | Thomas A. Martin (c) | 382,572 | 6,748,570 | | James E. Holland(d) | 338,700 | 5,974,668 | | David P. Michels(e) | 265,425 | 4,682,097 | | Dax A. Sanders(f) | 324,390 | 5,722,240 | | Steven J. Kean(g) | — | — |

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    _________________________ (a) The values represented in this column have been calculated by multiplying $17.64, the closing price of our common stock on December 29, 2023, by the number of RSUs. (b) Consists of 228,964 RSUs, 288,851 RSUs and 636,575 RSUs scheduled to vest on July 31, 2024, 2025 and 2026, respectively, subject to achievement of applicable performance goals. (c) Represents an RSU award granted January 17, 2023 in anticipation of Mr. Martin’s promotion to the role of President. This award was granted as a multi-year award and is scheduled to vest on July 31, 2025, subject to achievement of applicable performance goals. (d) Consists of 100,172 RSUs, 108,319 RSUs, and 130,209 RSUs scheduled to vest on July 31, 2024, 2025 and 2026, respectively, subject to achievement of applicable performance goals. (e) Consists of 57,241 RSUs, 86,656, RSUs and 121,528 RSUs scheduled to vest on July 31, 2024, 2025 and 2026, respectively, subject to achievement of applicable performance goals. (f) Consists of 85,862 RSUs, 108,319 RSUs and 130,209 RSUs scheduled to vest on July 31, 2024, 2025 and 2026, respectively, subject to achievement of applicable performance goals. (g) Mr. Kean had no outstanding equity awards at December 31, 2023.

  23. Stock Vested During 2023

    Stock Vested During 2023

  24. Stock Vested During 2023

    | | Stock Awards | | | Name | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Kimberly A. Dang | 198,808(b) | 3,520,890 | | Thomas A. Martin | 404,158(c) | 7,396,091 | | James E. Holland | 115,971(b) | 2,053,846 | | David P. Michels | 53,016(b) | 938,913 | | Dax A. Sanders | 99,404(b) | 1,760,445 | | Steven J. Kean | 1,030,338(d) | 18,247,286 |

  25. Stock Vested During 2023

    _________________________ (a) The value realized on vesting is calculated based on the number of shares acquired on vesting of the applicable RSUs multiplied by our common stock closing stock price on the vesting date of July 31, 2023 ($17.71 per share) with respect to the shares referenced in footnotes (b) and (d) and January 31, 2023 ($18.30 per share) with respect to the shares referenced in footnote (c). (b) Represents 2020 performance-based RSU awards that were subject to a performance vesting condition requiring us to achieve annualized DCF per share for any four quarters of the three-year performance period equal to $1.95, which condition was satisfied. The DCF per share budget for 2020 was $2.24. (c) Represents a 2019 performance-based RSU award that was subject to a performance vesting condition requiring us to achieve annualized DCF per share for any four quarters of the four-year performance period equal to $2.20, which condition was satisfied. The DCF per share budget for 2019 was $2.20. (d) Represents a 2021 performance-based RSU award that was subject to a performance vesting condition requiring us to achieve annualized DCF per share for any four quarters of the two-year performance period equal to $1.95, which condition was satisfied. The DCF per share budget for 2021 was $1.95. This award was granted to Mr. Kean in 2021 as a multi-year award and he did not receive any RSU award in 2022 or 2023.

  26. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table sets forth the estimated actuarial present value of each named executive officer’s accumulated pension benefit under the Cash Balance Retirement Plans as of December 31, 2023. The benefits were computed using the same assumptions used for financial statement reporting purposes, with the exception that each named executive officer is assumed to continue to be actively employed by us until normal retirement at age 65 and immediately commence benefits at that time. For a discussion of the selection of assumptions used in the actuarial calculations of our pension plans, see Note 10 “Share-based Compensation and Employee Benefits” to our consolidated financial statements in our 2023 Form 10-K. These benefits are subject to federal and state income taxes, where applicable, but are not subject to deduction for social security or other offset amounts. See also “—Compensation Discussion and Analysis—2023 Elements of Compensation—Retirement Programs” above for further information related to our Cash Balance Retirement Plans.

  27. 2023 Pension Benefits Table

    | | | Cash Balance Retirement Plans Pension Benefits | | | | Name | Plan name | Current Credited Years of Service | Present Value of Accumulated Benefit ($) | Payments Made During Last Fiscal Year | | Kimberly A. Dang | Kinder Morgan Retirement Plan A | 22 | 230,296 | — | | Thomas A. Martin | Kinder Morgan Retirement Plan A | 21 | 256,806 | — | | James E. Holland | Kinder Morgan Retirement Plan A | 32 | 257,936 | — | | David P. Michels | Kinder Morgan Retirement Plan B | 12 | 116,434 | — | | Dax A. Sanders | Kinder Morgan Retirement Plan A | 23 | 191,146 | — | | Steven J. Kean(a) | Kinder Morgan Retirement Plan A | 22 | 110,830 | — |

  28. 2023 Pension Benefits Table

    _________________________ (a) Mr. Kean transitioned from the role of CEO and terminated as an employee of KMI on August 1, 2023. The amounts set forth in this table reflect his credited years of service as of his separation date and the present value of his accumulated benefits as of December 31, 2023.

  29. Potential Payments upon Death, Disability, Termination or a Change in Control

    Potential Payments upon Death, Disability, Termination or a Change in Control Our named executive officers are entitled to certain benefits in the events of death, disability, termination of employment or a change in control of the company. The plans and circumstances triggering such benefits are described below. This section includes quantification of such payments with respect to our named executive officers other than Mr. Kean (who are referred to herein as our “continuing named executive officers”), assuming that such separation events had occurred on December 31, 2023. Mr. Kean separated as an officer and employee of KMI effective August 1, 2023, and he did not receive any compensation related to such separation, including no termination payment and he had no awards subject to accelerated vesting. Mr. Kean continues to serve as a member of our Board. Annual Incentive Plan The Annual Incentive Plan provides that, except in the case of a participant’s death or certain situations related to a “Change in Control” (as discussed below), the participant forfeits all rights to payment if he or she terminates employment with KMI (or a subsidiary) before the payment date. If a participant dies on or after January 1 of the calendar year following the end of a performance year but before award payment, the award will be paid to the participant’s estate. The plan provides the Compensation Committee with discretion to take action that it deems appropriate with respect to outstanding awards upon a “Change in Control,” which is defined as: the acquisition of securities representing 20% or more of our outstanding shares of common stock or voting power of our securities by any person other than Richard D. Kinder; a reorganization, merger or consolidation, or sale of all or substantially all of our assets, unless following such transaction: 50% or more of our outstanding shares of common stock and voting power (or the outstanding securities and voting power of the entity resulting from such transaction) is beneficially owned by substantially all of the persons who held such securities prior to such transaction, no person, other than Mr. Kinder, one of our benefit plans or a person who beneficially owned 20% or more of our outstanding shares of common stock and voting power prior to such transaction, beneficially owns 20% or more of our outstanding shares of common stock and voting power, and at least a majority of our Board (or the governing body of the entity resulting from such transaction) were members of our “Incumbent Board” at the time of the initial agreement or initial action by our Board providing for such reorganization, merger, consolidation, sale or transaction; the “Incumbent Board” ceases to constitute at least a majority of the Board then in office; or approval by our stockholders of a plan of liquidation for us. “Incumbent Board” means the individuals who, as of the effective date of the Annual Incentive Plan, constituted our Board, including any individual becoming a director after such date whose election by our Board or nomination for election by our stockholders was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board, and excluding any director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than our Board, or any agreement intended to avoid or settle the results of any such actual or threatened solicitation. If, in connection with a Change in Control, Mr. Kinder is no longer Chairman of our Board, then: •each participant under the executive component of the Annual Incentive Plan will be deemed to have earned 100% of the bonus opportunity available to him or her, unless the Compensation Committee has previously determined that the participant should receive a greater or lesser percentage of the bonus opportunity; •each participant under the non-executive component of the Annual Incentive Plan will receive an award equal to the award most recently paid to such participant under the plan or any prior plan, or an award equal to the average award paid to a similarly situated participant under the plan if no award was previously paid to the participant; and •the awards to executive and non-executive participants will be paid in a cash lump sum within 30 days after the change in control; provided, however, that the participant must be employed by the company or an affiliate on the date of the Change in Control to receive an award as described above. Kinder Morgan Severance Plan All our executive officers are eligible for severance payments under the Kinder Morgan Severance Plan (which is available to all regular full time U.S. based employees not covered by a bargaining agreement) in certain termination circumstances (which could include termination in connection with a change of control). An executive officer in active, full-time employment status will be eligible for a severance payment under the Kinder Morgan Severance Plan if: •his or her job is eliminated, and he or she is not offered continuous employment at a rate of pay of at least 90% of his or her current base pay and at a location that does not increase his or her commute to work by more than 50 miles; or •he or she is terminated from employment by the company for any reason other than cause. The Kinder Morgan Severance Plan caps severance payments at an amount equal to six months of annual base salary. If any of our continuing named executive officers had terminated employment on December 31, 2023 in connection with a qualified triggering event, each would have received a termination payment equal to $250,000 (calculated based on 26 weeks of annual base salary at an annual rate of $500,000). Restricted Stock Unit (RSU) Awards Each of our continuing named executive officers holds outstanding performance-based RSU awards granted pursuant to our 2021 Stock Incentive Plan and are entitled to accelerated vesting of these awards in certain termination or change-in-control circumstances under the award agreements governing their grants, which provide for accelerated vesting upon: a “Change in Control” (subject to the “double-trigger” provision described below); or termination of the employee’s employment by reason of: death, disability that results in us determining that the employee cannot perform the essential functions of his or her job, with or without a reasonable accommodation, an involuntary termination by us other than for “cause” (as defined in the award agreement): due to a reorganization or reduction in force for which the employee would be eligible for pay under the Kinder Morgan Severance Plan, in which we agree to vest RSUs, or due to a sale of the company or the sale, transfer or discontinuation of any part of the operations or any of our business units. The RSU award agreements also provide for pro-rata vesting (based on the number of full years from the date of grant) upon the employee’s retirement at age 62 or older. The RSU awards granted under the 2021 Stock Incentive Plan are subject to a “double-trigger.” A “double-trigger” means that acceleration of vesting requires two events: first, a change in control; and second, a qualifying termination of employment, such as an involuntary termination without cause. Therefore, in the case of a Change in Control, vesting of RSU awards granted under this plan will accelerate only if the participant’s employment or other service relationship is terminated: by us without “cause” (as defined in the 2021 Stock Incentive Plan), if termination occurs within 24 months following the Change in Control, or

  30. Potential Payments upon Death, Disability, Termination or a Change in Control

    by the participant for “good reason” (as defined in the 2021 Stock Incentive Plan), if the action constituting “good reason” occurs within 24 months following the Change in Control. In addition, the Compensation Committee will have the discretion, without the consent or approval of any award holder, to take any of the following actions upon a Change in Control with respect to an outstanding award issued under the 2021 Stock Incentive Plan: provide for the assumption, substitution or continuation of the award by the surviving entity or successor company (or a parent or subsidiary of the surviving entity or successor company) with such adjustments as may be appropriate to provide substantially equivalent value and other terms; or make such adjustments to the award as the Compensation Committee determines appropriate to reflect the Change in Control (or make no adjustment). If the surviving entity or successor company (or a parent or subsidiary of the surviving entity or successor company) does not assume, substitute or continue awards issued under the 2021 Stock Incentive Plan, or the Compensation Committee determines that substantially equivalent value and terms will not be provided by any such assumed, substituted or continued awards, the Compensation Committee may: accelerate the vesting of the award to the occurrence of the Change in Control; or provide, in exchange for surrender of the award, for a payment (in cash or, in the Compensation Committee’s discretion, other consideration necessary for the participant to receive property, cash or securities as the participant would have been entitled to receive upon the occurrence of the Change in Control as the holder of a number of shares of common stock covered by the award at such time (less any applicable exercise price)) equal to the value of the award, as determined by the Compensation Committee. The definition of “Change in Control” in the 2021 Stock Incentive Plan is the same as that in the Annual Incentive Plan described above under “Annual Incentive Plan.” The following table lists the estimated value of accelerated vesting of RSU awards held by our continuing named executive officers if a triggering event as described above had occurred on December 31, 2023.

  31. Potential Payments upon Death, Disability, Termination or a Change in Control

    | Name | Estimated Value of Accelerated Vesting of Outstanding RSU Awards as of 12/31/2023 ($)(a) | | Kimberly A. Dang | 20,363,440 | | Thomas A. Martin | 6,748,570 | | James E. Holland | 5,974,668 | | David P. Michels | 4,682,097 | | Dax A. Sanders | 5,722,240 |

  32. Potential Payments upon Death, Disability, Termination or a Change in Control

    ______________________________ (a) Calculation equals the number of shares underlying the unvested RSU award, multiplied by $17.64, the closing price of our common stock on December 29, 2023. Kinder Morgan Savings Plan and Cash Balance Retirement Plans Except as noted in the next paragraph, the following table reflects the benefits payable from the Kinder Morgan Savings Plan and the Cash Balance Retirement Plans in the event of death or termination of employment, assuming the triggering event occurred on December 31, 2023. In the event of termination or death, the named executive officer or his or her beneficiary would be entitled to the named executive officer’s vested benefits under the plans. The following table assumes the named executive officer or his or her beneficiary would make an election to commence the benefit on January 1, 2024. With respect to Mr. Kean, the following table reflects the benefits payable from the Kinder Morgan Savings Plan and Cash Balance Retirement Plans based on Mr. Kean’s separation of employment on August 1, 2023 and based on an assumption that Mr. Kean would elect to commence the benefit on January 1, 2024.

  33. Potential Payments upon Death, Disability, Termination or a Change in Control

    | Name | Savings Plan Benefit ($) | Cash Balance Retirement Plans Lump Sum ($) | | Kimberly A. Dang | 1,508,152 | 261,501 | | Thomas Martin | 1,041,209 | 258,725 | | James E. Holland | 1,355,463 | 264,434 | | David P. Michels | 777,869 | 151,836 | | Dax A. Sanders | 1,125,686 | 233,899 | | Steven J. Kean | 541,551 | 111,658 |

  34. Potential Payments upon Death, Disability, Termination or a Change in Control

    Other Potential Post-Employment Benefits In addition to the amounts described above, each named executive officer would receive payments for amounts of base salary and vacation time accrued through the date of termination and payment for any reimbursable business expenses incurred prior to the date of termination.

  35. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of our company. For further information concerning our compensation philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  36. Pay Versus Performance

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | | (g) | (h) | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for PEO (Kean)(1) | SCT Total for PEO (Dang)(1) | Comp-ensation Actually Paid to PEO (Kean)(2) | Comp-ensation Actually Paid to PEO (Dang)(2) | Average SCT Total for Non-PEO NEOs(3) | Average Compensa-tion Actually Paid to Non-PEO NEOs(4) | Total Share-holder Return(5) | Peer Group Total Share-holder Return(6) | Net Income (In Millions)(7) | DCF per Share(8) | | 2023 | $9,414 | $12,405,510 | $487,432 | $13,412,479 | $4,824,032 | $5,057,386 | $108.12 | $147.00 | $2,486 | $2.10 | | 2022 | $1,462 | — | $3,423,955 | — | $3,942,132 | $5,228,245 | $103.86 | $128.92 | $2,625 | $2.19 | | 2021 | $18,000,259 | — | $20,979,641 | — | $3,515,379 | $4,479,563 | $85.67 | $106.08 | $1,850 | $2.40 | | 2020 | $1 | — | $(5,844,293) | — | $3,066,226 | $1,493,805 | $69.23 | $76.64 | $180 | $2.02 |

  37. Pay Versus Performance

    ______________________________ (1)Compensation of Mr. Kean, who served as our CEO until August 1, 2023, is reflected in the first columns (b) and (c) and compensation of Ms. Dang, who served as our President until July 31, 2023 and as our CEO beginning August 1, 2023, is reflected in the second columns (b) and (c). The dollar amounts reported in each column (b) are the amounts of total compensation reported for Mr. Kean and Ms. Dang, respectively, based on their service as our CEO (or “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, or “SCT.” See “Executive Compensation—2023 Summary Compensation Table.” (2)The dollar amounts reported in each column (c) represent the amount of “compensation actually paid” (CAP) to Mr. Kean and Ms. Dang, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by Mr. Kean or Ms. Dang during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the compensation of Mr. Kean and Ms. Dang as reported in the “Total” column of the Summary Compensation Table for each year in which he or she, respectively, served as our CEO, to determine the CAP for such year:

  38. Pay Versus Performance

    | Name | Year | SCT Total for PEO | | Deduction of Reported Value of Equity Awards(a) | | Addition of Equity Award Adjustments(b) | | Deduction of Reported Change in the Actuarial PV of Pension Benefits(c) | | Addition of Pension Benefit Adjustments(d) | | Compensation Actually Paid to PEO | | | Ms. Dang | 2023 | | 12,405,510 | | (11,000,016) | | 12,037,488 | | (40,917) | | 10,414 | | 13,412,479 | | Mr. Kean | 2023 | | 9,414 | | — | | 486,835 | | (9,413) | | 596 | | 487,432 | | Mr. Kean | 2022 | | 1,462 | | — | | 3,423,298 | | (1,461) | | 656 | | 3,423,955 | | Mr. Kean | 2021 | | 18,000,259 | | (18,000,005) | | 20,978,946 | | (253) | | 694 | | 20,979,641 | | Mr. Kean | 2020 | | 1 | | — | | (5,845,112) | | — | | 818 | | (5,844,293) |

  39. Pay Versus Performance

    (a)The grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year are deducted from the “Total” as reported in the Summary Compensation Table. (b)The equity award adjustments for each year presented include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (iv) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments for Mr. Kean and Ms. Dang, as applicable, are as follows:

  40. Pay Versus Performance

    | Name | Year | Year End Fair Value of Unvested Equity Awards Granted in Applicable Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Value of Dividend Equivalents Paid on Unvested Restricted Stock Units | Total Equity Award Adjustments | | Ms. Dang | 2023 | $11,229,183 | $(227,839) | $(73,559) | $1,109,703 | $12,037,488 | | Mr. Kean | 2023 | $— | $— | $(381,225) | $868,060 | $486,835 | | Mr. Kean | 2022 | $— | $2,287,350 | $— | $1,135,948 | $3,423,298 | | Mr. Kean | 2021 | $16,341,161 | $— | $3,355,569 | $1,282,216 | $20,978,946 | | Mr. Kean | 2020 | $— | $(6,783,495) | $— | $938,383 | $(5,845,112) |

  41. Pay Versus Performance

    (c)Amounts reported in “Change in Pension Value” column of the Summary Compensation Table for each applicable year. In accordance with Item 402(v), this amount is excluded from the calculation of CAP as appropriate. (d)Pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by the named executive officer during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the years shown. (3)The dollar amounts reported in column (d) represent the average amounts reported in the “Total” column of the Summary Compensation Table for our non-PEO named executive officers (“non-PEO NEOs”) as a group in each applicable year. The names of the non-PEO NEOs for 2023 are Messrs. Martin, Holland, Michels and Sanders and for 2020-2022 the non-PEO NEOs are Ms. Dang and Messrs. Holland, Michels and Sanders. (4)The dollar amounts reported in column (e) represent the average CAP to the Non-PEO NEOs as a group computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K the following adjustments were made to average total compensation for the non-PEO NEOs as a group to determine the average CAP, using the same methodology as described above in note (2):

  42. Pay Versus Performance

    | Year | Average Reported SCT Total for Non-PEO NEOs | | Deduction of Average Reported Value of Equity Awards | | Addition of Average Equity Award Adjustments (a) | | Deduction of Average Reported Change in the Actuarial Present Value of Pension Benefits | | Addition of Average Pension Benefit Adjustments (b) | | Average Compensation Actually Paid to Non-PEO NEOs | | | 2023 | | 4,824,032 | | (3,450,008) | | 3,708,643 | | (35,697) | | 10,416 | | 5,057,386 | | 2022 | | 3,942,132 | | (2,562,508) | | 3,840,097 | | (3,047) | | 11,571 | | 5,228,245 | | 2021 | | 3,515,379 | | (2,062,504) | | 3,022,591 | | (7,212) | | 11,309 | | 4,479,563 | | 2020 | | 3,066,226 | | (1,762,508) | | 185,563 | | (6,767) | | 11,291 | | 1,493,805 |

  43. Pay Versus Performance

    (a)The amounts deducted or added in calculating the average equity award adjustments are as follows:

  44. Pay Versus Performance

    | Year | Average Year End Fair Value of Unvested Equity Awards Granted in Applicable Year | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Average Value of Dividend Equivalents Paid on Unvested Restricted Stock Units | | Total Average Equity Award Adjustments | | | 2023 | | 3,371,524 | | (60,123) | | (2,597) | | 399,839 | | 3,708,643 | | 2022 | | 2,676,495 | | 521,388 | | 217,052 | | 425,162 | | 3,840,097 | | 2021 | | 1,872,428 | | 478,958 | | 283,128 | | 388,077 | | 3,022,591 | | 2020 | | 1,596,652 | | (1,336,629) | | (359,415) | | 284,955 | | 185,563 |

  45. Pay Versus Performance

    (b)Average pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by the non-PEO NEOs (averaged) during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year (averaged) that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the years shown. (5)The dollar amounts reported assume that the value of the investment in our common stock was $100 at December 31, 2019, and that all dividends were reinvested. The cumulative total return to our stockholders was calculated using the closing price of our common stock on December 30, 2019 (the last trading day of 2019) of $21.17. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period; by the share price at the beginning of the measurement period. (6)The dollar amounts reported represent the weighted peer group TSR using the same valuation approach as described in footnote (5) above, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Alerian Midstream Energy Index. (7)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8)See “Appendix A—Non-GAAP Financial Measures” for an explanation of the definition of DCF per share.

  46. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program focuses on incentive-based compensation by paying base salaries that are below market and allocating a substantial majority of our executives’ total compensation to annual performance-based cash bonuses and long-term incentive equity awards in the form of RSUs generally with three-year vesting periods. Notwithstanding the foregoing, our current CEO, Ms. Dang, has waived her participation in our annual bonus program for periods in which she serves as CEO and our prior CEO, Mr. Kean, received a base salary of $1 per year and no annual cash bonus during his years of service as CEO. As a result of these arrangements, the compensation of these executives is largely in the form of equity awards. While we use several performance measures to align executive compensation with company performance, not all those measures are presented in the Pay versus Performance table. Moreover, we do not specifically align the company’s performance measures with CAP (computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. With respect to our former CEO, Mr. Kean, the CAP calculation is not aligned with our cumulative TSR, net income or our DCF per share over the time period presented in the table. This result arises due to the multi-year incentive equity award granted to Mr. Kean in 2021, his election to receive $1 in base salary and his waiver of participation in our annual cash bonus program in all years presented. With respect to Ms. Dang, her service as CEO began during 2023 and there is insufficient information to assess alignment with these metrics using the presented CAP calculation. Compensation Actually Paid and Cumulative TSR While the average CAP to our non-PEO NEOs as a group is generally directionally aligned with our cumulative TSR over the period presented in the table, this relationship is not based on the design of our compensation program. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” we believe that performance targets should reward efforts to preserve and enhance the long-term value of our company and emphasize performance that is reasonably within our executives’ control, unlike measures such as TSR, which can be influenced by significant factors outside our executives’ control and may encourage behavior that is potentially adverse to long-term stockholder value. Compensation Actually Paid and Net Income The average CAP to our non-PEO NEOs as a group is generally aligned with our net income over the period presented in the table. However, we do not use net income as a performance measure in the overall executive compensation program because net income is impacted by non-cash items that may not be reflective of our performance; rather, we use DCF per share as our primary financial performance metric, as discussed below. Compensation Actually Paid and DCF per share The average CAP to our non-PEO NEOs as a group is aligned with our DCF per share over the period presented in the table, except that compensation actually paid for 2021 reflects normalized short-term incentive compensation relative to our DCF per share for 2021. Our DCF per share for 2021 was significantly higher than budgeted due to the impact of Winter Storm Uri, which we considered largely non-recurring. Compensation actually paid for 2022 also reflects our higher stock price attributed to equity awards as of year-end in accordance with Item 402(v) of Regulation S-K. As discussed further in “Executive Compensation – Compensation Discussion and Analysis,” the Compensation Committee sets a DCF per share target as the financial performance target for compensation awarded under our Annual Incentive Plan. In addition, we make long-term incentive equity awards to our named executive officers in the form of RSUs that are cliff-vested subject to a performance-based vesting condition, which is typically an achievable DCF per share target. Cumulative TSR of the Company and Cumulative TSR of the Peer Group Our cumulative TSR over the four-year period presented in the table was 8%, while the cumulative TSR of the peer group presented for this purpose, the Alerian Midstream Energy Index, was 47% over such period. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” we believe that performance targets should reward efforts to preserve and enhance the long-term value of our company and emphasize performance that is reasonably within our executives’ control, unlike measures such as TSR, which can be influenced by significant factors outside our executives’ control and may encourage behavior that is potentially adverse to long-term stockholder value.

  47. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Ms. Dang. For 2023, our last completed fiscal year: a reasonable estimate of the median of the annual total compensation of all employees of our company (other than our CEO), was $132,724; and the annual total compensation of our CEO was $12,405,510 as reported in the 2023 Summary Compensation Table included in this proxy statement. Based on this information, for 2023, the ratio of the annual total compensation of Ms. Dang, our CEO, to the median of the annual total compensation of all employees was approximately 93 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: To allow sufficient time to identify the median employee, we selected October 1, 2023, which is within the last three months of 2023, as the date upon which we would identify the “median employee.” We determined that, as of October 1, 2023, our employee population consisted of approximately 10,821 individuals working at KMI and its consolidated subsidiaries. •Pursuant to the de minimis exemption provided under Item 402(u) of Regulation S-K, because our non-U.S. employees account for less than 5% of our total employees, we have excluded our employees in Mexico (14 persons as of October 1, 2023). To identify the “median employee” from our employee population, we included salary, wages and annual incentive amounts paid during the fourth quarter of 2022 through the third quarter of 2023. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $132,724. For the annual total compensation of our CEO, we used the amount for 2023 reported in the “Total” column of the 2023 Summary Compensation Table included in this proxy statement.

  48. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  49. Non-Employee Director Compensation

    Non-Employee Director Compensation We do not pay any director compensation to directors who also are employees of the company. For 2023, our Board approved an annual cash retainer of $235,000 for our non-employee directors, subject to their ability to elect to receive all or a portion of such retainer in shares. The cash retainer is paid in four equal installments, on or before March 31, June 30, September 30 and December 31 of the applicable year. Our non-employee directors did not receive any additional meeting or committee fees for their services as directors. In addition, directors are reimbursed for reasonable expenses in connection with Board and committee meetings. This compensation level remains unchanged from the compensation provided for 2022. For information regarding the 2023 compensation paid to Ms. Dang and Mr. Kean, including pro-rata director fees paid to Mr. Kean following his transition from CEO effective August 1, 2023, see “Executive Compensation—Executive Compensation Tables and Other Information—2023 Summary Compensation Table.” The following table discloses the compensation earned by each non-employee director who served on our Board during 2023. Mr. Kuehn is not standing for re-election at the 2024 annual meeting, Mr. Hulquist retired from the Board on October 31, 2023, and Mr. Waughtal retired from the Board on May 10, 2023.

  50. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Common Stock Awards ($)(a) | All Other Compensation ($)(b) | Total ($) | | Ted A. Gardner | 199,996 | 35,005 | 1,042 | 236,043 | | Anthony W. Hall, Jr. | 235,000 | — | — | 235,000 | | Gary L. Hultquist(c) | 235,000 | — | — | 235,000 | | Ronald L. Kuehn, Jr. | 235,000 | — | — | 235,000 | | Deborah A. Macdonald | 235,000 | — | — | 235,000 | | Michael C. Morgan | 235,000 | — | — | 235,000 | | Arthur C. Reichstetter | 235,000 | — | — | 235,000 | | C. Park Shaper | 235,000 | — | — | 235,000 | | William A. Smith | 235,000 | — | — | 235,000 | | Joel V. Staff | 93,852 | 141,150 | 4,200 | 239,202 | | Robert F. Vagt | 199,996 | 35,005 | 1,042 | 236,043 | | Perry M. Waughtal(d) | 117,500 | — | — | 117,500 |

  51. Non-Employee Director Compensation

    ______________________________ (a) Represents the value of the annual cash retainer that Messrs. Gardner, Staff, and Vagt elected to receive in the form of common stock under our Stock Compensation Plan for Non-Employee Directors, with the value computed as the number of shares of common stock received in lieu of cash (1,860 shares, 7,500 shares, and 1,860 shares, respectively) multiplied by the closing price on the day the cash compensation was approved ($18.82 per share on January 17, 2023). (b) Represents 2023 dividend payments on unvested restricted common stock that Messrs. Gardner, Staff and Vagt elected to receive in lieu of cash retainer fees. The restricted shares of common stock are provided to the directors pursuant to our Stock Compensation Plan for Non-Employee Directors as described below. (c) Mr. Hultquist retired from the Board effective October 31, 2023 and received compensation through the fourth quarter of 2023. (d) Mr. Waughtal retired from the Board on May 10, 2023, the date of our 2023 annual meeting of stockholders, and received annual retainer fee payments for the first and second quarters of 2023.

  52. ITEM 1 ELECTION OF DIRECTORS

    ITEM 1 ELECTION OF DIRECTORS Other than Mr. Kuehn, all of our incumbent directors are standing for re-election to our Board. In addition, we are presenting a new director nominee, Amy W. Chronis. All directors are elected annually and serve a one-year term or until his or her successor has been duly elected and shall qualify. To be elected to the Board, the number of votes cast “FOR” a nominee’s election must exceed the number of votes cast “AGAINST” such nominee’s election.

  53. Information about the Nominees

    Information about the Nominees The biographies of each of the nominees, which contain information regarding each nominee’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the company, are set forth under “Corporate Governance—The Board of Directors” beginning on page 8 of this proxy statement. Each of the nominees has agreed to be named in this proxy statement and to serve as a director if elected.