DEF 14A of Kinder Morgan, Inc., Apr 2, 2026

DEF 14A of Kinder Morgan, Inc.

Filed Apr 2, 2026 · FY20250001506307-26-000024

Open on EDGAR

  1. The Board of Directors

    The Board of Directors Upon the recommendation of the Nominating and Governance Committee, which consists of only independent directors, the Board has unanimously nominated each person listed in the table below for re-election to the Board at our 2026 Annual Meeting.

  2. The Board of Directors

    | Name | Age | Title | | Richard D. Kinder | 81 | Director and Executive Chairman | | Kimberly A. Dang | 56 | Director and Chief Executive Officer | | Amy W. Chronis | 64 | Director | | Ted A. Gardner | 68 | Director | | Anthony W. Hall, Jr. | 81 | Director | | Steven J. Kean | 64 | Director | | Michael C. Morgan | 57 | Lead Director | | Arthur C. Reichstetter | 79 | Director | | C. Park Shaper | 57 | Director | | William A. Smith | 81 | Director | | Robert F. Vagt | 79 | 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 stockholders. 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, as Chief Financial Officer and now as Chief Executive 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 since 2024 Ms. Chronis has served as a director of KMI since May 2024. She was a Senior Partner with Deloitte LLP (Deloitte) until her retirement in June 2024. Ms. Chronis served as Deloitte’s Vice Chair and US Energy & Chemicals Industry Leader from January 2021 to January 2024 and 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 served on the board of directors of Texas 2036, a nonpartisan data driven public policy organization, since September 2019. Ms. Chronis is a CPA, status retired, licensed in the State of Texas, and a National Association of Corporate Directors (NACD) member. 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. He served as a director of KMR and KMGP from 2011 until 2014, and he was a director of the predecessor of KMI from 1999 to 2007. 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. He became chairman of the board of the general partner of CSI Compressco LP following its acquisition by Spartan Energy Partners in January 2021 and served in that role until CSI Compressco LP merged into Kodiak Gas Services in April 2024. Formerly, he served as a director of Spartan Energy Partners from 2010 until November 2021, a director of Summit Materials Inc. from 2009 to May 2020, a director of Athlon Energy Inc. from 2013 to 2014, and a director of Encore Acquisition Company from 2001 to 2010. We believe Mr. Gardner’s management, business and leadership experience, and his Board experience with KMI, provides us with 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. Mr. Hall also brings a diversity of experience and perspective that is welcomed by our Board. Steven J. Kean Director since 2007 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’s 21 years of prior experience as one of our executives provides him valuable management and operational expertise and a thorough understanding of our business operations and strategy. Michael C. Morgan Director since 2007

  4. The Board of Directors

    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 its 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 was appointed as a director of Stonepeak-Plus Infrastructure Fund LP in January 2025. Mr. Morgan served as a director of Sunnova Energy International (NYSE: NOVA), a residential energy and storage company, from 2015 to October 2024. He served as a director and chair of the compensation committee of Stem, Inc. (NYSE: STEM), a smart energy storage company, from April 2021 to October 2024. 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. Mr. Shaper was a director of Sunnova Energy International (NYSE: NOVA) from 2019 until November 2025 and Chairman of its board from March 2025 to November 2025. 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. Robert F. Vagt Director since 2012 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 joined the board of directors of EQT Corporation (NYSE: EQT) in July 2024. He previously served as the lead independent director of Equitrans Midstream Corp. (NYSE: ETRN) from 2018 until July 2024. Mr. Vagt also previously served as a member of the board of directors of EQT Corporation from 2017 until the separation of EQT Corporation and Equitrans Midstream Corp. in 2018. He served 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 makes 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.

  5. 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 2027 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.

  6. 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. We do not provide supplemental executive retirement, non-qualified supplemental defined benefit/contribution, deferred compensation or split-dollar life insurance programs to our executive officers. We do not provide executive perquisites — we have no executive company cars or executive car allowances, we do not pay for financial planning, 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, each of which is eligible for severance termination benefits under the same plan as our other non-union employees. We emphasize incentive-based compensation by paying our executives 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 goals established by the Compensation Committee and other objectives, including individual performance. 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 goals that are intended to incentivize and reward our executives’ efforts to preserve and enhance the long-term value of our company. For our 2025 awards, the primary financial performance goal 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 goals include a consolidated leverage ratio to measure the strength of our balance sheet (Net Debt-to-Adjusted EBITDA), EHS and operational performance, and progress on or completion of projects or transactions that enhance the value of our company. For business segment presidents, individual incentive payments are also impacted by 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). We use DCF per share, consolidated leverage and Adjusted Segment EBDA as metrics because we believe that performance goals should 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, 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.

  7. Individual Executive Compensation Waivers

    Individual Executive Compensation Waivers We have certain individual executive officer compensation arrangements that we have implemented at the request of the applicable officer and pursuant to which the officer has waived his or her participation in our standard programs described below. Ms. Dang has waived her participation in our annual cash bonus program beginning in 2023 when she was elected to serve as our CEO and continuing for future years. As a result of this arrangement, Ms. Dang’s compensation is largely in the form of long-term incentive equity awards and related dividend equivalent payments. The dominance of equity awards in the compensation design for our CEO means that her compensation package is closely aligned with stockholder value in a manner we believe is superior to short-term performance metrics and cash-based incentives. At his request, Mr. Kinder, who as Executive Chairman is no longer a named executive officer, continues to receive total compensation of a base salary of $1 per year. Mr. Kinder also reimburses us for health care premiums paid on his behalf.

  8. Key Elements of 2025 Compensation

    Key Elements of 2025 Compensation Our 2025 executive compensation program was principally composed of three elements: •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 executive officers and the financial and other goals and objectives that are relevant to our executive compensation program. The Compensation Committee (and the other independent directors, in the case of our CEO) also reviews each executive officer’s performance in consultation with management. For 2025, the Compensation Committee and the other independent Board members solicited information from Mr. Kinder and Mr. Michael Pitta, our Vice President and Chief Administrative Officer, regarding the performance of Ms. Dang. In addition, the Compensation Committee solicited information from Mr. Kinder, Ms. Dang and Mr. Pitta with respect to the performance of our other executive officers. The Compensation Committee also obtained information from Mr. Pitta with respect to compensation for peer company executives who hold comparable positions of responsibility. All this information was taken into account by the Compensation Committee, which made final determinations regarding compensation of our executive officers other than our CEO, whose compensation was approved by our independent directors. No 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 maintained an annual base salary cap for our executive officers of $500,000 from 2018 through 2024. In recognition of market changes since that time, in January 2025, the Compensation Committee approved raising this salary cap to $600,000; however, none of our executive officers has a base salary at this maximum level and, with respect to 2025, the Compensation Committee approved a base salary of $525,000 for each of the named executive officers (which was prorated as of the approval date). As noted above, our Executive Chairman, Mr. Kinder, receives an annual base salary of $1. 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 U.S. employees are generally eligible to participate in the Annual Incentive Plan (subject to the terms of any applicable collective bargaining agreements and exclusive of 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 2025, which waiver became effective when she began serving as our CEO in 2023 and continues for future years. 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 goals, 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. The budgeted bonus opportunities for each executive officer are established by the Compensation Committee and are based in part on the peer company market data discussed under “—Program Objectives” above. 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 goals are met, with consideration also given to our EHS and operational performance, other financial measures and the individual performance of each executive. The Compensation Committee, in its sole discretion, may reduce or increase the amount of the bonus actually paid to any executive officer. The table under “Grants of Plan-Based Awards for 2025” 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 2025, the Compensation Committee set a target of DCF of $2.34 per common share as the financial performance goal 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 2025: a target consolidated leverage ratio, which we measure as the ratio of Net Debt-to-Adjusted EBITDA, of 3.8x; and our EHS performance, including zero significant incidents; better than industry average incident rates; and on-time compliance rates above 99%. 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. For 2025, we achieved DCF per share of $2.42 (more than 3% above our DCF goal of $2.34 per share), and our Net Debt-to-Adjusted EBITDA was 3.8x, meeting our goal of 3.8x. Our Compensation Committee approved funding of approximately 101.5% of the 2025 budgeted cash bonus pool under the Annual Incentive Plan. The Compensation Committee approved funding of 102.5% for the executive component, with individual executives receiving upward or downward adjustments based on individual performance and other factors as described below. The 2025 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, including continued progress on key projects and year-over-year growth in our project backlog. In addition, the Compensation Committee considered Adjusted Segment EBDA, EHS and operational performance by each of our business segments in determining compensation under our Annual Incentive Program for our business segment presidents.

  9. Key Elements of 2025 Compensation

    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 2026. Other factors considered by the Compensation Committee included market data about compensation of peer company executives who hold comparable positions of responsibility, 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 individual performance goals were not established by the Compensation Committee when the award opportunities were approved, other than the overall financial and other objectives discussed above. Rather, adjustments were based on the Compensation Committee’s judgment and input from Mr. Kinder, Ms. Dang and Mr. Pitta (with respect to other members of the executive leadership team), giving consideration to the totality of the record presented, including the individual’s performance, time in role, and the magnitude of any other positive or negative factors. For details on amounts paid to the named executive officers for 2025 awards under Annual Incentive Plan, see the “Non-Equity Incentive Plan Compensation” column in the “—2025 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 performance goal). In July 2025, in connection with the usual processes for annual approvals of long-term incentive awards, the Compensation Committee granted RSU awards to each of the named executive officers that will vest in full on July 31, 2028, generally subject to continued employment and achievement of specified performance goals. The award approved for Ms. Dang had a grant date fair value of approximately $11.75 million. The average grant date fair value of 2025 annual RSU awards to each of the other named executive officers was approximately $2.56 million. See “—Grants of Plan Based Awards for 2025” following this CD&A for information regarding the awards granted to the named executive officers in 2025. In certain past circumstances, the Compensation Committee has granted an RSU award that is larger than a typical annual award size, with the expectation that no additional equity awards would be granted to such executive until following or 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. The Compensation Committee did not make any multi-year awards in 2025; however, the practice of granting multi-year awards in prior years impacted the determination of the named executive officers for 2025. Tom Martin, the company’s former President who retired effective January 31, 2026, received a multi-year award in January 2023 and did not receive any additional equity awards after that 2023 grant. No other executive officer has a multi-year award as of the date of this proxy statement. 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 RSU awards granted in 2025 include a performance-based condition which requires that the annualized DCF per share for any four quarters during the three-year vesting period meet or exceed a DCF per share target established by the Compensation Committee. The DCF per share target applicable to the 2025 RSU awards was established as of the grant date of the awards using a DCF per share that was greater than our budgeted 2025 DCF per share. The performance goal is designed to be achievable based on expected performance. Because this DCF per share goal is not intended to serve as a forecast or guidance for investors, we do not publish the performance goal until after the vesting date. See “—Stock Vested During 2025” following this CD&A for the targets applicable to RSUs that vested in 2025. Based on a number of considerations, the Compensation Committee has determined to utilize an achievable DCF per share goal rather than subjecting all or a portion of the equity awards to “stretch” or “reach” goals. First, the three elements principally comprising our executives’ compensation (base salary, possible annual cash bonus, and long-term incentive compensation) provide our executives with a total compensation package designed to be competitive with 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, failed to vest, an executive would be severely underpaid as compared to our peer group. 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 “stretch” financial goals 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.

  10. Executive Compensation Governance Matters

    Executive Compensation Governance Matters Our compensation policies include a number of features which we believe illustrate our commitment to best practices, including: •Pay for Performance - We provide pay for performance by tying a substantial majority of our executives’ total compensation directly to our financial performance to align our executives’ interests with those of our stockholders, and we further enhance this alignment through long-term equity awards to our CEO that represent an even greater portion of the total compensation opportunity. •Reasonable Cost of Compensation - We provide competitive total compensation to our executives at a reasonable cost, generally at the 50th percentile of total compensation offered by an energy peer group that resembles our profile in terms of size and scope, with adjustments based on consideration of an individual’s experience, time in the role and scope of responsibilities. •No “Stretch” Awards or Goals - We do not layer on additional “stretch” awards providing excess or bonus vesting based on stock price, TSR or other similar measures. •Long-term Vesting of Equity - Our RSU awards granted to our executive officers generally cliff vest at the end of a three-year performance period and subject to continued employment and achievement of reasonable performance conditions. •Stock Ownership Guidelines - We incentivize our executives to act and make decisions like owners through robust stock ownership guidelines, which require our executive officers to maintain stock ownership based on a multiple of base salary that is 6x base salary for our CEO and 2x base salary for all other executive officers. •Clawback Policy - We maintain a clawback policy that requires KMI to recover executive compensation as required by rules of the NYSE and SEC, generally in the event of a restatement of our financial results. This policy replaced the prior clawback policy adopted by our Board in 2017. •No Perquisites - We do not provide executive perquisites—we have no executive company cars or car allowances, we do not pay for financial planning, we do not own any corporate aircraft and we do not pay for executives to fly first class. •No Employment Agreements - We do not have employment agreements with our executive officers. •No Special Severance Plan - Our executive officers are eligible for severance payments upon termination under the same plan and with the same benefit calculation formula as is available to our other non-union employees. Severance payments under the plan are capped at an amount equal to six months of annual base salary. •Tax and Other Regulatory Considerations - We have endeavored to design our executive compensation program and practices with appropriate consideration of all tax, accounting, legal and regulatory requirements. We do not provide tax gross-ups on executive compensation. Section 162(m) of the Internal Revenue Code of 1986 generally disallows a tax deduction by a publicly held company for compensation over $1 million per individual paid in any fiscal year to our covered employees, including the CEO and other named executive officers. •Independent Compensation Committee Oversight - Each year, the Compensation Committee, comprised solely of independent directors, reviews our compensation philosophy and approves the compensation of our executive officers and the financial goals and objectives of our executive compensation program. The Compensation Committee retains sole discretion to determine funding and payout levels under the annual incentive awards, and vesting of the executive long-term incentive awards is subject to the committee’s confirmation of achievement of the required performance goals. See “Corporate Governance” above for further discussion of our corporate governance practices.

  11. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards We do not have any outstanding stock options, stock appreciation rights or similar option-like equity awards, and these forms of award are not part of our current compensation design. Accordingly, we have no specific policy on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant such awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to adopting such a policy. In general, our current approach is to consider and grant equity awards annually in connection with the July meeting of the Compensation Committee.

  12. 2025 Summary Compensation Table

    2025 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, 2025 and, to the extent required by applicable SEC disclosure rules, 2024 and 2023.

  13. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | Change in Pension Value ($)(c) | All Other Comp-ensation ($)(d) | Total ($) | | Kimberly A. Dang Chief Executive Officer | 2025 | 523,077 | — | 11,750,027 | — | 40,962 | 17,500 | 12,331,566 | | | 2024 | 500,000 | — | 11,000,015 | — | 16,917 | 17,250 | 11,534,182 | | | 2023 | 498,077 | — | 11,000,016 | 850,000 | 40,917 | 16,500 | 12,405,510 | | David P. Michels Vice President and Chief Financial Officer | 2025 | 523,077 | — | 2,600,013 | 750,000 | 31,557 | 17,500 | 3,922,147 | | | 2024 | 500,000 | — | 2,400,019 | 735,000 | 7,912 | 17,250 | 3,660,181 | | | 2023 | 498,077 | — | 2,100,004 | 735,000 | 27,197 | 16,500 | 3,376,778 | | Dax A. Sanders(e) Executive Vice President | 2025 | 523,077 | — | 2,750,022 | 900,000 | 42,628 | 17,500 | 4,233,227 | | | 2024 | 500,000 | — | 2,400,019 | 725,000 | 11,245 | 17,250 | 3,653,514 | | | 2023 | 498,077 | — | 2,250,012 | 675,000 | 37,380 | 16,500 | 3,476,969 | | Sital K. Mody(f) Vice President (President, Natural Gas Pipelines) | 2025 | 523,077 | | 2,500,015 | 1,050,000 | 45,496 | 17,500 | 4,136,088 | | | 2024 | 500,000 | — | 2,400,019 | 1,050,000 | 15,834 | 17,250 | 3,983,103 | | John W. Schlosser(f) Vice President (President, Terminals) | 2025 | 523,077 | | 2,400,018 | 800,000 | 34,205 | 17,500 | 3,774,800 | | | 2024 | 500,000 | — | 2,400,012 | 725,000 | 27,503 | 45,118 | 3,697,633 |

  14. 2025 Summary Compensation Table

    _________________________ (a) See “—Compensation Discussion and Analysis—Key Elements of Compensation—Long-Term Incentive Compensation (Performance-Based Equity Incentive)” above for discussion of the terms of RSU awards granted to our named executive officers in 2025. 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. 2025 Summary Compensation Table

    | Name | 2025 ($) | 2024 ($) | 2023 ($) | | Kimberly A. Dang | 1,872,804 | 1,568,450 | 1,109,703 | | David P. Michels | 409,769 | 355,637 | 275,213 | | Dax A. Sanders | 441,924 | 414,924 | 375,770 | | Sital K. Mody(f) | 368,885 | 310,353 | N/A | | John W. Schlosser(f) | 326,522 | 611,112 | N/A |

  16. 2025 Summary Compensation Table

    (b) Represents amounts earned under the Annual Incentive Plan for the applicable fiscal year. Ms. Dang waived her participation in the Annual Incentive Plan for 2025, 2024 and for the portion of 2023 attributable to her service as CEO. (c) Represents, as applicable, the 2025, 2024 and 2023 annual change in the actuarial present value of accumulated defined pension benefits (including unvested benefits) under our Cash Balance Retirement Plans. (d) Consists of company contributions to the Kinder Morgan Savings Plan, our defined contribution 401(k) plan. 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 were granted. Please see footnote (a) for supplemental disclosure regarding dividend equivalent payments to the named executive officers. For Mr. Schlosser, the column for 2024 includes $27,868, which represents a cash payment calculated based on the dividend equivalent amount that he would have received if his 2024 RSU award had been granted to him in July 2024 (the timing of the company’s grant of other 2024 long-term incentive awards) instead of October 2024. (e) Mr. Sanders was appointed to succeed as President of KMI effective January 31, 2026. He served as Executive Vice President beginning August 1, 2025 until assuming the role of President; prior to such promotions he served as Vice President (President, Products Pipelines). (f) Messrs. Mody and Schlosser were not named executive officers in 2023.

  17. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table provides information regarding plan-based incentive awards granted to our named executive officers during 2025. 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 2025. Amounts actually paid under that plan for 2025 are set forth in the 2025 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 2025 under our 2021 Stock Incentive Plan. These amounts are set forth in the 2025 Summary Compensation Table under the caption “Stock Awards.”

  18. Grants of Plan-Based Awards for 2025

    | | | 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 | — | — | — | | | | RSU Awards | 7/15/2025 | | | | 420,545 | 11,750,027 | | David P. Michels | | | | | | | | Annual Incentive Plan | | — | 750,000 | 1,125,000 | | | | RSU Awards | 7/15/2025 | | | | 93,057 | 2,600,013 | | Dax A. Sanders | | | | | | | | Annual Incentive Plan(e) | | — | 900,000 | 1,350,000 | | | | RSU Awards(e) | 7/15/2025 | | | | 98,426 | 2,750,022 | | Sital K. Mody | | | | | | | | Annual Incentive Plan | | — | 950,000 | 1,425,000 | | | | RSU Awards | 7/15/2025 | | | | 89,478 | 2,500,015 | | John W. Schlosser | | | | | | | | Annual Incentive Plan | | — | 750,000 | 1,125,000 | | | | RSU Awards | 7/15/2025 | | | | 85,899 | 2,400,018 |

  19. Grants of Plan-Based Awards for 2025

    (a) Represents payment opportunities under the 2025 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. Bonus opportunities available to each executive officer 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. See “—Compensation Discussion and Analysis—Key Elements of 2025 Compensation— Possible Annual Cash Bonus (Performance-Based Cash Incentive)” above for further discussion of the 2025 awards under our Annual Incentive Plan. (b) Represents the number of RSUs granted in 2025 to the named executive officers. The awards granted on July 15, 2025 cliff-vest on July 31, 2028, generally subject to achievement of a specified performance condition and continued employment through the vesting date. See “—Compensation Discussion and Analysis—Key Elements of 2025 Compensation—Long-Term Incentive Compensation (Performance-Based Equity Incentive)” above for further discussion of the 2025 RSU awards. (c) Represents the grant date fair value of the 2025 RSU awards computed in accordance with FASB ASC Topic 718. The value was calculated by multiplying the number of RSUs awarded by the closing price per share of common stock on the date of grant ($27.94 for the awards granted on July 15, 2025). (d) Ms. Dang has waived her participation in the Annual Incentive Plan beginning as of the date of her appointment as our CEO in 2023. (e) The 2025 Annual Incentive Plan target opportunity and 2025 RSU award granted to Mr. Sanders were made in recognition of his appointment to succeed as President of KMI effective January 31, 2026 and his service as Executive Vice President beginning August 1, 2025 until assuming the role of President.

  20. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  21. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Number of Shares underlying RSUs | Market Value of Shares underlying RSUs ($)(a) | | Kimberly A. Dang(b) | 1,600,599 | 44,000,467 | | David P. Michels(c) | 333,163 | 9,158,651 | | Dax A. Sanders(d) | 347,213 | 9,544,885 | | Sital K. Mody(e) | 323,797 | 8,901,180 | | John W. Schlosser(f) | 182,830 | 5,025,997 |

  22. Outstanding Equity Awards at 2025 Fiscal Year-End

    _________________________ (a) The values represented in this column have been calculated by multiplying $27.49, the closing price of our common stock on December 31, 2025, by the number of RSUs. (b) Consists of 636,575 RSUs, 543,479 RSUs and 420,545 RSUs scheduled to vest on July 31, 2026, 2027 and 2028, respectively, subject to achievement of applicable performance goals. (c) Consists of 121,528 RSUs, 118,578 RSUs and 93,057 RSUs scheduled to vest on July 31, 2026, 2027 and 2028, respectively, subject to achievement of applicable performance goals. (d) Consists of 130,209 RSUs, 118,578 RSUs and 98,426 RSUs scheduled to vest on July 31, 2026, 2027 and 2028, respectively, subject to achievement of applicable performance goals. (e) Consists of 115,741 RSUs, 118,578 RSUs and 89,478 RSUs scheduled to vest on July 31, 2026, 2027 and 2028, respectively, subject to achievement of applicable performance goals. (f) Consists of 96,931 RSUs and 85,899 RSUs scheduled to vest on July 31, 2027 and 2028, respectively, subject to achievement of applicable performance goals.

  23. Stock Vested During 2025

    Stock Vested During 2025

  24. Stock Vested During 2025

    | | Stock Awards | | | Name | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Kimberly A. Dang | 288,851(b) | 8,105,159 | | David P. Michels | 86,656(b) | 2,431,567 | | Dax A. Sanders | 108,319(b) | 3,039,431 | | Sital K. Mody | 75,102(c) | 2,093,844 | | John W. Schlosser | 509,384(d) | 14,014,626 |

  25. Stock Vested During 2025

    _________________________ (a) The value realized on vesting is calculated based on the number of shares acquired on vesting of RSU awards multiplied by our common stock closing stock price on the vesting date as shown in footnotes (b), (c) and (d). (b) Represents the vesting on July 31, 2025 of RSU awards granted in 2022 that were subject to continued employment through the vesting date and a performance vesting condition requiring us to achieve annualized DCF per share for any four quarters of the three-year performance period equal to $2.15, which condition was satisfied. The DCF per share budget for 2022 was $2.48. The value realized on vesting is based on the closing price per share of our common stock on the vesting date ($28.06 per share on July 31, 2025). (c) Represents the vesting of RSUs granted in 2022 and vested on July 19, 2025 subject to continued employment through the vesting date. The value realized on vesting is based on the closing price per share of our common stock on the vesting date (or the immediate prior closing date if the vesting date is a holiday or a weekend) ($27.88 per share on July 18, 2025). (d) Represents (i) the vesting on January 31, 2025 of 480,498 RSUs granted in 2018, subject to continued employment through the vesting date and a performance vesting condition described below, and (ii) the vesting on July 31, 2025 of 28,886 RSUs granted in 2022, subject to continued employment through the vesting date and the same performance condition described in footnote (b). With respect to the RSUs referenced in clause (i), the performance condition required us to achieve annualized DCF per share for any four quarters of the three-year performance period equal to $2.20, which condition was satisfied. The DCF per share budget for 2018 was $2.91. The value realized on vesting is based on the closing price per share of our common stock as follows: $27.48 per share on January 31, 2025 and $28.06 per share on July 31, 2025.

  26. 2025 Pension Benefits Table

    2025 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, 2025. 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 9 “Share-based Compensation and Employee Benefits” to our consolidated financial statements in our 2025 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—Other Compensation Components—Kinder Morgan Retirement Programs” above for further information related to our Cash Balance Retirement Plans.

  27. 2025 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 | 24 | 288,175 | — | | David P. Michels | Kinder Morgan Retirement Plan B | 14 | 155,903 | — | | Dax A. Sanders | Kinder Morgan Retirement Plan A | 25 | 245,019 | — | | Sital K. Mody | Kinder Morgan Retirement Plan A | 27 | 326,023 | — | | John W. Schlosser | Kinder Morgan Retirement Plan A | 25 | 333,639 | — |

  28. 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 assuming that such separation events had occurred on December 31, 2025.

  29. 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 (Item 402(v)), we are providing the following information about the relationship between executive “compensation actually paid” (CAP), as computed in accordance with Item 402(v), 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.”

  30. 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) | | 2025 | — | $12,331,566 | — | $14,282,847 | $4,016,566 | $4,412,955 | $268.96 | $291.00 | $3,160 | $2.42 | | 2024 | — | $11,534,182 | — | $26,819,758 | $3,748,608 | $7,834,423 | $177.77 | $212.45 | $2,720 | $2.19 | | 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 |

  31. 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 Ms. Dang and, during his tenure, Mr. Kean, based on their respective service as our CEO (or “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table (SCT) included in the applicable proxy statement for the years represented. For amounts reported for Ms. Dang, with respect to 2023-2025, see “Executive Compensation—2025 Summary Compensation Table.” (2)The dollar amounts reported in each column (c) represent the CAP to Mr. Kean and Ms. Dang, respectively. 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), 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:

  32. 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 | 2025 | | 12,331,566 | | (11,750,027) | | 13,730,433 | | (40,962) | | 11,837 | | 14,282,847 | | Ms. Dang | 2024 | | 11,534,182 | | (11,000,015) | | 26,291,017 | | (16,917) | | 11,491 | | 26,819,758 | | 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 |

  33. 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:

  34. 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 | 2025 | $11,560,782 | $106,205 | $190,642 | $1,872,804 | $13,730,433 | | Ms. Dang | 2024 | $14,891,325 | $9,032,158 | $799,084 | $1,568,450 | $26,291,017 | | 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 |

  35. 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 (clause (ii) of the prior sentence) 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 are: (i) for 2024 and 2025, Messrs. Michels, Mody, Sanders and Schlosser; (ii) for 2023, Messrs. Martin, Holland, Michels and Sanders; and (iii) for 2020-2022, 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). 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), 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):

  36. 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 | | | 2025 | | 4,016,566 | | (2,562,517) | | 2,985,412 | | (38,472) | | 11,966 | | 4,412,955 | | 2024 | | 3,748,608 | | (2,400,017) | | 6,489,476 | | (15,624) | | 11,980 | | 7,834,423 | | 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 |

  37. Pay Versus Performance

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

  38. 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 | | | 2025 | | 2,521,245 | | 18,453 | | 58,939 | | 386,775 | | 2,985,412 | | 2024 | | 3,100,755 | | 2,798,531 | | 167,183 | | 423,007 | | 6,489,476 | | 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 |

  39. 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 (clause (ii) of the prior sentence) 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, 2020, 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 31, 2020 (the last trading day of 2020) of $13.67. 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.

  40. 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. 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 (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Analysis of CEO Compensation Our CEO, Ms. Dang, has waived her participation in our annual bonus program for all periods in which she served as CEO, and our prior CEO, Mr. Kean, received a base salary of $1 per year and no annual cash bonus during his service as CEO. As a result of these arrangements, the compensation of these executives is largely in the form of equity awards. With respect to Ms. Dang, who began her service as CEO in 2023, the increase in her CAP over her tenure is generally directionally aligned with increases in our cumulative TSR, net income and DCF per share except for 2025. Because Ms. Dang has waived participation in our annual cash bonus program, a greater proportion of her total compensation opportunity consists of long-term incentive compensation in the form of RSUs. As a result, changes in her year-over-year CAP are primarily due to changes in KMI’s stock price during the years being compared. Stock price changes during the year are heavily weighted in the CAP computation required under Item 402(v) due to its annual re-valuation of all unvested equity awards outstanding at year-end. Ms. Dang’s 2025 CAP is lower than her 2024 CAP because KMI’s stock price increased by approximately 50% in 2024 and increased only slightly in 2025. 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 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. Compensation Actually Paid and Cumulative TSR The average CAP for our Non-PEO NEOs as a group is generally directionally aligned with our cumulative TSR over the periods presented in the table except for 2025. However, this relationship is not based on performance targets used in our compensation program; rather, it results from the substantial portion of total compensation opportunity being long-term incentive compensation in the form of RSUs and changes in KMI’s stock price from year to year, which are heavily weighted in the CAP computation required under Item 402(v) as discussed above. 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 for our Non-PEO NEOs as a group is generally aligned with our net income over the period presented in the table except for 2025. 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 for compensation purposes, as discussed below. Compensation Actually Paid and DCF per share Alignment of the average CAP to our Non-PEO NEOs as a group with our DCF per share over the periods presented in the table is weak due to changes in KMI’s stock price from year to year, which are heavily weighted in the CAP computation required under Item 402(v) as discussed above. In addition, 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. 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 five-year period presented in the table was 169%, while the cumulative TSR of the peer group presented for this purpose, the Alerian Midstream Energy Index, was 191% 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.

  41. 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 2025, 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 $135,175; and the annual total compensation of our CEO was $12,331,566 as reported in the 2025 Summary Compensation Table included in this proxy statement. Based on this information, for 2025, 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 91 to 1. We identified a new “median employee” for 2025. 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, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee.” We determined that, as of October 1, 2025, our employee population consisted of approximately 11,086 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 (13 persons as of October 1, 2025). To identify the “median employee” from our employee population, we included salary, wages and annual incentive amounts paid during the fourth quarter of 2024 through the third quarter of 2025. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $135,175. For the annual total compensation of our CEO, we used the amount for 2025 reported in the “Total” column of the 2025 Summary Compensation Table included in this proxy statement.

  42. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  43. 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 2025, our non-employee directors received an annual cash retainer of $250,000, subject to their ability to elect to receive all or a portion of such retainer in shares of our common stock. This represents an increase from the previous retainer of $235,000, which was approved by the Board in January 2025, upon recommendation of the Compensation Committee and based on a market study of director compensation at our peer companies. 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 incurred in connection with attending Board and committee meetings. The following table discloses the 2025 compensation earned by each non-employee director who served on our Board during 2025. Ms. Macdonald retired from the Board effective May 15, 2025. For information regarding the 2025 compensation paid to Ms. Dang, see “Executive Compensation—2025 Summary Compensation Table.” At his request, Mr. Kinder, who as Executive Chairman is no longer a named executive officer, continues to receive total compensation of a base salary of $1 per year.

  44. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Common Stock Awards ($)(a) | All Other Compensation ($)(b) | Total ($) | | Amy W. Chronis | — | 250,072 | 4,646 | 254,718 | | Ted A. Gardner | 250,000 | — | — | 250,000 | | Anthony W. Hall, Jr. | 250,000 | — | — | 250,000 | | Steven J. Kean | 250,000 | — | — | 250,000 | | Deborah A. Macdonald(c) | 125,000 | — | — | 125,000 | | Michael C. Morgan | 250,000 | — | — | 250,000 | | Arthur C. Reichstetter | 250,000 | — | — | 250,000 | | C. Park Shaper | 250,000 | — | — | 250,000 | | William A. Smith | 250,000 | — | — | 250,000 | | Robert F. Vagt | 199,736 | 50,264 | 934 | 250,934 |

  45. Non-Employee Director Compensation

    ______________________________ (a) Represents the value of the annual cash retainer that Ms. Chronis and Mr. 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 (8,010 shares and 1,610 shares, respectively) multiplied by the closing price on the day the cash compensation was approved ($31.22 per share on January 21, 2025). (b) Represents 2025 dividend equivalent payments on unvested restricted stock that Ms. Chronis and Mr. Vagt elected to receive in lieu of cash retainer fees as referenced in footnote (a) above. The shares of restricted stock are provided to the directors pursuant to our Stock Compensation Plan for Non-Employee Directors as described below. (c) Ms. Macdonald did not stand for re-election at the 2025 annual meeting and retired from the Board effective May 15, 2025. She received compensation through the second quarter of 2025.

  46. ITEM 1 ELECTION OF DIRECTORS

    ITEM 1 ELECTION OF DIRECTORS All of our incumbent directors are standing for re-election to our Board. 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.

  47. 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 led 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.

  48. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items and further for DD&A, including the amortization of basis differences related to our joint ventures, income tax expense and interest. We also include amounts from joint ventures for income taxes and DD&A (see “—Amounts associated with Joint Ventures” above). Adjusted EBITDA is used by management, investors and other external users, in conjunction with our Net Debt (as described further below), to evaluate our leverage. Management and external users also use Adjusted EBITDA as an important metric to compare the valuations of companies across our industry. Our ratio of Net Debt-to-Adjusted EBITDA is used as a supplemental performance target for purposes of our annual incentive compensation program. We believe the GAAP measure most directly comparable to Adjusted EBITDA is Net income attributable to Kinder Morgan, Inc.

  49. Net Debt

    Net Debt Net Debt is calculated, based on amounts as of December 31, 2025, by subtracting the following amounts from our debt balance of $32,003 million: (i) cash and cash equivalents of $63 million; (ii) debt fair value adjustments of $180 million; and (iii) the foreign exchange impact on Euro-denominated bonds of $44 million for which we have entered into currency swaps to convert that debt to U.S. dollars. Net Debt, on its own and in conjunction with our Adjusted EBITDA as part of a ratio of Net Debt-to-Adjusted EBITDA, is a non-GAAP financial measure that is used by management, investors and other external users of our financial information to evaluate our leverage. Our ratio of Net Debt-to-Adjusted EBITDA is also used as a supplemental performance target for purposes of our annual incentive compensation program. We believe the most comparable measure to Net Debt is total debt.