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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Kinder Morgan, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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[MISSING IMAGE: lg_kindermorganinc-bw.jpg]

1001 Louisiana Street, Suite 1000
Houston, Texas 77002

April 1, 2021

Dear fellow stockholder:

You are cordially invited to attend our 2021 Annual Meeting of Stockholders to be held on Wednesday, May 12, 2021, at 10:00 a.m. Central time. The accompanying proxy statement describes the matters to be presented for approval at the meeting.

Due to continued public health and travel concerns regarding the coronavirus disease 2019 (COVID-19), we are holding the annual meeting in a virtual-only meeting format, conducted via live audio webcast.

Representation of your shares at the meeting is very important. I urge you to vote promptly over the Internet or telephone or by mailing a completed proxy card or voting instruction form. Instructions on how to vote begin on page ii of the proxy statement.

Thank you for your continued support.

Sincerely,

Richard D. Kinder
Executive Chairman

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1001 Louisiana Street, Suite 1000
Houston, Texas 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 2021

To our stockholders:

The 2021 Annual Meeting of Stockholders will be held on Wednesday, May 12, 2021, at 10:00 a.m. Central time. Due to continued public health and travel concerns regarding the coronavirus disease 2019 (COVID-19), we are holding the annual meeting in a virtual-only meeting format.

You will not be able to attend the annual meeting at a physical location this year; however, the virtual meeting format will allow those who were stockholders of the company as of the close of business on March 15, 2021 or their duly appointed proxy holders to access the annual meeting regardless of location.

At the meeting, the holders of our common stock will act on the following matters:

(1)

the election of 15 nominated directors;

(2)

the approval of the Kinder Morgan, Inc. 2021 Amended and Restated Stock Incentive Plan (2021 Stock Incentive Plan);

(3)

the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and

(4)

an advisory vote on executive compensation.

These items of business are more fully described in the accompanying proxy statement.

In accordance with the “Notice and Access” rules adopted by the Securities and Exchange Commission (SEC), we have elected to provide our stockholders access to our proxy materials by posting such documents on the Internet. Accordingly, on April 1, 2021, an Important Notice Regarding the Availability of Proxy Materials (Notice) was mailed to the holders of our common stock as of the close of business on the record date. Beginning on April 1, 2021, stockholders have the ability to access the proxy materials on the website referred to in the Notice, or to request that a printed set of the proxy materials be sent to them, by following the instructions on the Notice.

Only holders of shares of our common stock as of the close of business on March 15, 2021, the record date, are entitled to receive notice of and to vote at the meeting. A list of all registered holders entitled to vote will be available for inspection by any stockholder of record for any purpose germane to the meeting during the meeting and at www.meetingcenter.io/286870343 for ten days prior to the meeting.

Please cast your vote in advance as soon as possible using one of the methods described in the accompanying proxy statement. You may vote over the Internet or telephone or by mailing a completed proxy card or voting instruction form, as applicable, all as described in the proxy statement. Any stockholder attending the meeting virtually who presents appropriate documentation described in the proxy statement may revoke an earlier vote by proxy and vote at the annual meeting.

To attend and participate in the annual meeting if you are a stockholder of record, you will need the 16-digit control number included in your Notice. To attend and participate in the annual meeting if you are a beneficial owner of shares in street name, you must pre-register with Computershare not later than May 7, 2021 to

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obtain a control number. To pre-register, you must first obtain a legal proxy from your broker, trustee or other nominee, and then send a copy of your legal proxy to Computershare at legalproxy@computershare.com. Insert the words “Legal Proxy” into the subject line. You will receive a confirmation e-mail from Computershare confirming your registration and providing a control number to enter the virtual annual meeting as a stockholder. Obtaining a legal proxy from your broker or other nominee will revoke any prior instructions you gave such nominee on how to vote shares held on your behalf at the annual meeting. If you request a legal proxy from your nominee, you must vote at the virtual annual meeting in order for your vote to be counted. If you do not have a control number, you may attend as a “Guest,” but will not have the option to vote your shares or ask questions at the virtual annual meeting.

The annual meeting webcast will begin promptly at 10:00 a.m. Central time, on May 12, 2021. Online access to the virtual meeting website will be available starting at 9:30 a.m., Central time, and we encourage you to access the meeting early to allow time for resolving any technical issues before the start of the meeting. You will not be able to attend the annual meeting if you do not have Internet access.

By order of the Board of Directors,

Richard D. Kinder
Executive Chairman

April 1, 2021
Houston, Texas

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	Proxy Summary					i
	Questions and Answers About the Annual Meeting and Voting					1
	Corporate Governance					6
	Certain Relationships and Related Party Transactions					22
	Security Ownership of Certain Beneficial Owners and Management					25
	Executive Officers					28
	Executive Compensation					30
	Director Compensation					46
	Performance Graph					48
	Item 1 Election of Directors					49
	Item 2 Approval of the 2021 Stock Incentive Plan					50
	Item 3 Ratification of the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2021					58
	Item 4 Advisory Vote on Executive Compensation					59
	Other Matters					61
	Additional Information					61
	Annex A – Form of Proposed 2021 Stock Incentive Plan					A-1

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PROXY SUMMARY
2021 ANNUAL MEETING OF STOCKHOLDERS

This summary contains highlights about this proxy statement. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020 carefully before voting.

Unless stated otherwise or the context otherwise requires, all references in this proxy statement to “we,” “us,” “our,” “KMI” or the “company” are to Kinder Morgan, Inc. and, where applicable, its subsidiaries. We refer to our Class P common stock as our “common stock.”

MEETING INFORMATION

	Date and time:			Wednesday, May 12, 2021, 10:00 a.m. Central time.
	Place:			Our annual meeting will be held online in a virtual-only meeting format. For more information about the virtual-only meeting format, please see “How to Access the Virtual Meeting” on page iii below.
	Record date:			The close of business on March 15, 2021.
	Voting:			Holders of common stock as of the close of business on the record date may vote. Each share is entitled to one vote on each matter to be voted upon.

VOTING MATTERS AND BOARD RECOMMENDATION

The following table summarizes the proposals to be considered at the meeting and our Board’s voting recommendation with respect to each proposal.

Proposal	Board Recommendation	Page Reference
Election of 15 directors, each for a one-year term expiring in 2022	FOR EACH NOMINEE		49
Approval of the 2021 Stock Incentive Plan	FOR		50
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021	FOR		58
Advisory vote on executive compensation	FOR		59

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HOW TO VOTE

You may vote your shares by any of the following methods:

	By Internet			View proxy materials and vote online by following the instructions provided in the Important Notice Regarding the Availability of Proxy Materials that you receive from us or your broker, trustee or other nominee or, if you have elected to receive a paper copy of the proxy materials, by following the instructions on your proxy card or voting instruction form.
	By Telephone			Vote by telephone by following the instructions on your proxy card or voting instruction form.
	By Mail			If you elected to receive your proxy materials by mail, you may vote by completing and returning a signed paper proxy card (if you are the registered holder of your shares) or by following the vote-by-mail instructions included on the voting instruction form provided by your broker, trustee or other nominee (if your shares are held beneficially in street name). If you did not elect to receive your proxy materials by mail, you may request the materials and vote accordingly.
	During the Virtual Meeting			As described in more detail in the Important Notice Regarding the Availability of Proxy Materials, you may vote by going to www.meetingcenter.io/286870343, click on “Cast Your Vote or Request Materials.” Follow the on-screen instructions to log in, then make your selections as instructed on each screen for your delivery preferences. Then you may vote your shares.

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HOW TO ACCESS THE VIRTUAL MEETING

Registered Stockholders

If you hold your shares directly through our transfer agent, Computershare Trust Company, N.A. (Computershare), you are a registered stockholder and should have received a 16-digit control number with your Notice or proxy card. You may log on to the meeting at www.meetingcenter.io/286870343 by typing in your control number and the password: KMII2021. You will be able to listen to the meeting, vote on the matters presented and submit questions for management.

Beneficial or “Street Name” Holders

If you hold your shares through a bank, broker, trustee or other intermediary, they are the registered stockholder and you are a beneficial or “street name” stockholder and have two options:

•

You can vote in advance and access the meeting as a guest as described below, or

•

You can register in advance to obtain a control number, which you can use to log in at www.meetingcenter.io/286870343 by typing in your control number and the password: KMII2021. Doing so will permit you to listen to the meeting, vote on the matters presented and submit questions for management.

To register in advance, you must submit proof of your proxy power (Legal Proxy) reflecting your KMI shares, along with your name and email address, to Computershare. You should contact your, bank, broker, trustee or other intermediary in advance to obtain the requisite Legal Proxy to submit to Computershare. Requests for registration must be labeled “Legal Proxy” and received by Computershare no later than May 7, 2021.

Requests for registration can be directed to Computershare as follows:

By email:

Forward the email you receive from your broker to, or attach an image of your Legal Proxy to an email with the subject line “Legal Proxy” and send to, legalproxy@computershare.com. You will receive a confirmation e-mail from Computershare confirming your registration and providing a control number to enter the virtual annual meeting as a stockholder. Obtaining a legal proxy from your broker or other nominee will revoke any prior instructions you gave such nominee on how to vote shares held on your behalf at the annual meeting. If you request a legal proxy from your nominee, you must vote at the virtual annual meeting in order for your vote to be counted.

By mail:

Computershare
Kinder Morgan, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Guest

If you are a registered stockholder, but do not have a 16-digit control number, or you are a beneficial holder who has not pre-registered and obtained a control number, you may access the meeting as a Guest. As a Guest, you can join the meeting at www.meetingcenter.io/286870343 and type in the password, which is KMII2021. You will be able to watch the presentation and listen to the entire meeting, including the Q&A session, but you will not be permitted to vote on any of the proposals or submit any questions.

If you plan to attend as a Guest, you should vote your shares by Internet, telephone or mail in advance of the meeting, and your vote must be received by the deadline of 11:59 p.m. Eastern Time on Tuesday, May 11, 2021, as provided in this proxy statement.

iii

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1001 Louisiana Street, Suite 1000
Houston, Texas 77002

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

Our Board is furnishing you with this proxy statement in connection with the solicitation of proxies on its behalf to be voted at the 2021 Annual Meeting of Stockholders and any postponements or adjournments thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the difference between a registered holder and a beneficial or “street name” holder?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, referred to in this proxy statement as a “registered” holder. As the registered holder, you have the right to vote at the annual meeting.

If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares or a “street name” holder. A street name holder is not the stockholder of record entitled to vote at the meeting. However, as a beneficial owner, you have the right to direct your broker or other nominee regarding how to vote the shares held in your account or to obtain a Legal Proxy from your broker and vote your shares at the meeting.

Who is entitled to vote on the matters presented at the annual meeting?

All stockholders who owned our common stock as of the close of business on March 15, 2021, which we refer to as the record date, are entitled to receive notice of, and to vote their common stock owned as of the record date at, the annual meeting and any postponements or adjournments of the meeting. If you owned our common stock as of the close of business on the record date, you are authorized to vote those shares at the annual meeting, even if you subsequently sell them. Please see “How do I vote?” below for important information regarding how to vote your shares.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In compliance with SEC rules that allow companies to furnish their proxy materials over the Internet, we sent our registered holders an Important Notice Regarding the Availability of Proxy Materials (Notice) instead of a paper copy of the proxy materials. Notice and access is an environmentally friendly and cost-effective way to distribute proxy materials because it reduces printing, paper and postage. Instructions on how to access the proxy materials over the Internet or how to request a paper copy may be found in the Notice. If you are a street name holder, you will receive your Notice from your broker.

Can I vote my shares by filling out and returning the Notice?

The Notice is not a valid ballot, proxy card or voting instruction form and cannot be voted. It will, however, provide instructions on how to vote over the Internet or telephone, or to request and return a signed paper proxy card or voting instruction form, as applicable, or to submit a ballot at the annual meeting.

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How do I vote?

You may vote your shares by any of the following methods:

•

By Internet — You may view proxy materials and vote online by following the instructions provided in the Notice or, if you have elected to receive a paper copy of the proxy materials, by following the instructions on your proxy card or voting instruction form.

•

By Telephone — If you elected to receive your proxy materials by mail, you may vote by telephone by following the instructions on your proxy card or voting instruction form. You may request a paper copy of the proxy materials by following the instructions provided in the Notice.

•

By Mail — If you elected to receive your proxy materials by mail, you may vote by completing and returning a signed paper proxy card (if you are the registered holder of your shares) or by following the vote-by-mail instructions included on the voting instruction form provided by your broker, trustee or other nominee (if your shares are held beneficially in street name). If you did not elect to receive your proxy materials by mail, you may request the materials and vote accordingly.

•

At the Virtual Annual Meeting — You may vote your shares at the virtual annual meeting by logging into the virtual meeting as a “Stockholder” with your control number as described below and selecting the voting link on the virtual meeting page.

•

Registered Holders. If your shares are registered directly in your name with Computershare, you can find your control number on your Notice, your proxy card, or the email with meeting materials you previously received, to enter the virtual annual meeting as a “Stockholder.”

•

Street Name Holders. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of such shares, or a “street name” holder. If you are a street name holder and you wish to vote your shares at the virtual annual meeting, you must pre-register with Computershare not later than May 7, 2021 to obtain a control number. See “How to Access the Virtual Meeting” on page iii above for further instruction on how to pre-register for the annual meeting.

Even if you plan to attend the virtual annual meeting, please cast your vote in advance as soon as possible using one of the methods described in this proxy statement. Any stockholder attending the virtual annual meeting as a Stockholder as described above may revoke an earlier vote by proxy and vote at the virtual annual meeting. A list of stockholders entitled to vote at the annual meeting will be available on the meeting website for inspection by Stockholders at least ten days prior to the annual meeting.

What if I have technical difficulties or trouble accessing the virtual annual meeting?

If you encounter any difficulties accessing the virtual meeting or during the meeting time, please click on the “Support” link in the upper right corner of the broadcast screen or contact Computershare’s technical support at: 1-888-724-2416 inside the U.S. and Canada and 1-781-575-2748 for international calls.

How can I access the proxy materials over the Internet?

You can view the proxy materials related to the annual meeting on the website listed on your Notice. Please have your control number available. Your control number can be found on your Notice. If you requested and received a paper copy of your proxy materials, your control number can be found on your proxy card or voting instruction form.

You also may access the proxy materials through our website at http://annualmeeting.kindermorgan.com.

What does it mean if I receive more than one Notice?

It means that you have multiple accounts at Computershare and/or with one or more brokers. Please vote using each control number to ensure that all your shares are voted.

How many votes do I have?

You have one vote for each share of common stock that you owned as of the close of business on the record date.

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How many shares must be present to conduct the annual meeting?

The presence at the annual meeting, in person or by proxy, of the holders of a majority of our common stock outstanding as of the close of business on the record date will constitute a quorum. The presence of a quorum will permit us to conduct the proposed business at the annual meeting. As of the close of business on the record date, 2,264,552,488 shares of common stock were issued and outstanding. As a result, holders of at least 1,132,276,245 shares of common stock must be present in person or by proxy to constitute a quorum.

Your common stock will be counted as present at the annual meeting if you:

•

have properly submitted a proxy card or voting instruction form, as applicable, or voted over the Internet or telephone before the meeting; or

•

attend the meeting as a Stockholder, if you are a registered holder or if you are a street name holder and have a Legal Proxy from your broker. For more information, see “How to Access the Virtual Meeting” on page iii.

Proxies received but marked as abstentions and broker non-votes will be included in the number of shares considered present at the annual meeting.

If my shares are held in a brokerage account, will my broker vote my shares for me?

Generally not. Your broker cannot use discretionary authority to vote your shares on any of the matters to be considered at the annual meeting other than the ratification of the selection of our independent registered public accounting firm. Therefore, it is important that you provide voting instructions to any broker holding shares on your behalf. Follow the directions on your Notice or voting instruction form regarding how to instruct your broker to vote your shares.

What happens if I do not specify a choice for a proposal when returning a proxy card or voting instruction form?

•

Registered Holders. If you are a registered holder and you sign and return a paper proxy card and no direction is given for any item on the proxy card, it will be voted for the election of the nominated slate of directors, for the approval of the 2021 Stock Incentive Plan, for the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 and for the approval, on an advisory basis, of the compensation of our named executive officers.

•

Street Name Holders. If you are a street name holder and fail to provide voting instructions, your broker is permitted to vote your shares on the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. However, without your voting instructions, your broker may not vote on any of the other proposals, and a “broker non-vote” will occur, which means your vote will not be counted with respect to such matters.

Can I change my vote after I return my proxy card or voting instruction form?

•

Registered Holders. If you are a registered holder, you may change your vote at any time before your proxy is voted at the annual meeting. You may do this in a number of ways. First, you may cast a new vote by telephone or the Internet, so long as you do so by the deadline of 11:59 p.m. Eastern Time on Tuesday, May 11, 2021. Second, you may complete and submit a new proxy card. Third, you may send a written notice stating that you would like to revoke your proxy. If you choose either of the latter two methods, you must submit your new proxy card or your notice of revocation to the attention of our corporate secretary (1001 Louisiana Street, Suite 1000, Houston, Texas 77002) so that it is received at or before the annual meeting. Finally, you may attend the virtual annual meeting as a Stockholder and vote at the meeting. Obtaining a Legal Proxy from your broker or other nominee to attend the virtual annual meeting as a Stockholder will revoke any prior instructions you gave such nominee on how to vote shares held on your behalf at the annual meeting. If you request a Legal Proxy from your nominee, you must vote at the virtual annual meeting in order for your vote to be counted. Attending the meeting as a Guest will not revoke your prior voting instructions.

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•

Street Name Holders. If you are a street name holder and you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote or to vote at the meeting.

What vote is required to approve each item or, with respect to the advisory votes, to be considered the recommendation of the stockholders?

•

Election of Directors. To be elected to the Board, a nominee must receive a majority of the votes cast, that is, the number of votes cast “FOR” a nominee’s election must exceed the number of votes cast “AGAINST” such nominee’s election. An instruction to “ABSTAIN” with respect to any director means your shares will not be voted or counted in the total votes cast with respect to that director, although the shares represented by such instruction will be counted for purposes of determining whether there is a quorum.

•

Approval of 2021 Stock Incentive Plan. The affirmative vote of a majority of the votes cast is required for the approval of our 2021 Stock Incentive Plan, provided that the total votes cast on this proposal represents over 50% of all shares entitled to vote on this proposal, in accordance with the rules of the New York Stock Exchange (NYSE). Under the applicable NYSE rules, (i) an instruction to “ABSTAIN” will have the effect of a vote “AGAINST” this proposal and (ii) broker non-votes will not be counted as votes cast, but will be counted as “shares entitled to vote” for purposes of determining whether the 50% threshold is met.

•

Other Items. For each other item, the affirmative vote by holders of a majority of the votes cast is required for approval or to be considered the recommendation of the stockholders, as applicable. An instruction to “ABSTAIN” with respect to any such matter means your shares will not be voted or counted in the total votes cast with respect to such matter, although the shares represented by such instruction will be counted for purposes of determining whether there is a quorum.

•

Important Voting Information for Street Name Holders. If you are a street name holder, your broker, trustee or other nominee will not be permitted to exercise voting discretion with respect to most of the matters to be acted upon. Thus, if you do not give your broker, trustee or other nominee specific instructions, your shares will not be voted on those matters and will not be counted in determining the number of shares voted. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum. Please communicate your voting decisions to your broker, trustee or other nominee by the deadline stated in your voting instruction form so that your vote can be counted.

Could other matters be decided at the annual meeting?

If any other matters are properly presented at the annual meeting, your proxy, together with the other proxies received, will be voted at the discretion of the designated proxy holders. For further information, please see “Other Matters” in this proxy statement.

Do I have any dissenters’ rights?

No. Under the laws of the State of Delaware, dissenters’ rights are not available to our stockholders with respect to the matters to be voted on at the annual meeting.

Who can attend the annual meeting?

You are entitled to attend the annual meeting if you were a holder of our common stock as of the close of business on March 15, 2021 or are a duly appointed proxy holder.

Where can I find the voting results of the annual meeting?

The preliminary voting results will be announced at the meeting. The final results will be reported in a current report on Form 8-K that we will file with the SEC within four business days after the meeting.

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Who will pay the expenses incurred in connection with the solicitation of my vote?

We will pay the cost of preparing these proxy materials and soliciting your vote. We also will pay the annual meeting expenses. In addition, proxies may be solicited by our directors, officers and other employees by telephone, Internet, fax, in person or otherwise. These individuals will not receive any additional compensation for assisting in the solicitation. We may also request that brokerage firms, nominees, custodians and fiduciaries transmit proxy materials to the street name holders, and we will reimburse them for their reasonable out-of-pocket expenses in transmitting such material. Firms including Georgeson Inc., Computershare and Broadridge Financial Solutions, Inc. will perform the broker nominee search and distribute proxy materials to banks, brokers, nominees and intermediaries. We will pay these third parties approximately $800,000 plus out-of-pocket expenses for these services.

If you vote over the Internet or telephone, any Internet access or telephone charges will be your responsibility.

How can I find more information about Kinder Morgan?

There are several ways. We file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains a website that contains these reports, proxy statements and other material that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System. This system can be accessed at www.sec.gov. You can find the information we have filed with the SEC by reference to our corporate name or to our SEC file number, 001-35081.

You may locate copies of our filings by visiting our website at www.kindermorgan.com. You also may request a copy of our filings by contacting us at the following address and telephone number: Kinder Morgan, Inc., Investor Relations Department, 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, (713) 369-9000.

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CORPORATE GOVERNANCE

Our Board is responsible to our stockholders for the oversight of the company. Our Board recognizes that effective corporate governance is critical to achieving our business goals while maintaining the trust and confidence of investors and other stakeholders, including employees, business partners and regulatory agencies. Our Board has adopted a set of Governance Guidelines that address the role, composition and functioning of the Board, which are posted on our website at www.kindermorgan.com in the “Governance” sub-section of the section entitled “About Us.”

Corporate Governance Highlights

Our Board and the Nominating and Governance Committee periodically review and evaluate our system of corporate governance to ensure that the interests of our Board and management continue to align with the interests of our stockholders. A number of important elements of our corporate governance are described below.

Environmental, Social and Governance Reporting

We annually publish an Environmental, Social and Governance (ESG) Report. In October 2020, our Environmental, Health and Safety (EHS) Committee approved on behalf of the Board, and we published, our 2019 ESG Report, which builds and expands on our 2018 ESG report. We enhanced this report by providing additional ESG-related metrics throughout our report, including our electricity and renewable energy usage, company-wide air emissions, and community investments. We have also included results of our physical risk scenario analysis and documented our expanded diversity and inclusion initiatives. The report highlights our continued success in improving our environmental, health and safety metrics, covers our additional social policies and programs, and details how potential climate-related risks and opportunities are addressed within the company. The report outlines our commitment to reducing methane emissions from our natural gas pipeline assets and other initiatives to reduce greenhouse gas emissions from our operations, including multiple emissions reduction projects. We began publishing annual ESG reports in response to the support received by a stockholder proposal at our 2018 Annual Meeting, and we develop our ESG reports in consultation with our top institutional investors and other key stakeholders. KMI’s 2019 ESG Report is available at https://www.kindermorgan.com/Safety-Environment/ESG-Reports.

Annual Advisory Vote on Executive Compensation

In July 2018, consistent with the plurality of stockholders’ advisory votes at our 2018 Annual Meeting, our Board determined to hold an advisory vote of stockholders on the compensation of KMI’s named executive officers annually until 2024, when the next stockholder vote on the frequency of say-on-pay votes is required under Section 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), or until our Board otherwise determines that a different frequency for such votes is in the best interests of KMI’s stockholders.

Proxy Access

Our Amended and Restated Bylaws include a “proxy access” bylaw provision under which a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years may nominate and include in our proxy materials director candidates constituting up to 20% of the Board or two directors, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws. The Board adopted proxy access following support of the stockholder proposal submitted at our 2017 Annual Meeting by a majority of our stockholders and after substantial engagement with the stockholder proponent and our largest stockholders.

Majority Voting

Our Amended and Restated Bylaws provide that nominees for director will be elected by the affirmative vote of the majority of votes cast at a meeting of stockholders, with a plurality standard retained for contested elections. Our Governance Guidelines provide that any nominee for director who does not receive the

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required votes for election shall tender his or her resignation, which will be considered by the Nominating and Governance Committee.

Stock Incentive Plan

KMI’s 2015 Amended and Restated Stock Incentive Plan, and the proposed 2021 Stock Incentive Plan, provide for a minimum vesting period of 36 months for stock-based awards made under the plan, subject to an exception under the 2015 Amended and Restated Stock Incentive Plan for up to 5% of the shares available for awards, and an exception under the proposed 2021 Stock Incentive Plan, for up to 10% of the shares available for awards (which 10% remains subject to a minimum vesting period of 12 months). As described under “Item 2. Approval of the 2021 Stock Incentive Plan — Treatment of Awards Upon Certain Events — Change in Control,” the proposed 2021 Stock Incentive Plan also incorporates “double trigger” change in control provisions generally requiring termination following a change in control for accelerated vesting of outstanding awards.

Stock Ownership Guidelines

We have stock ownership guidelines setting forth our Board’s expectation that each director and executive officer will continuously own KMI securities (including restricted stock and restricted stock units, or RSUs) with a value equal to a specified multiple of his or her annual retainer or base salary as specified below:

Title	Multiple of annual retainer or base salary, as applicable
Directors		3x
Chief Executive Officer		6x
All other Executive Officers		2x

Because our Chief Executive Officer currently receives only $1 of base salary per year, the guidelines provide that he or she will be expected to continuously own KMI securities with a value equal to at least six times the greater of (i) his or her base salary or (ii) the base salary of the highest paid executive officer. Directors and executive officers are expected to meet these guidelines within five years of the later of becoming a director or executive officer or the date of adoption of the guidelines. Until an executive officer has met the guidelines, he or she is expected to retain 50% of any shares of common stock received upon vesting of restricted stock or RSUs, net of amounts withheld to pay taxes.

The guidelines also prohibit directors, executive officers and persons residing in their households from holding KMI securities in margin accounts or entering into pledging transactions with respect to KMI securities. However, this prohibition does not extend to KMI securities owned by a director or executive officer in excess of the applicable minimum ownership guidelines or any securities with respect to which such person does not have a pecuniary interest. We believe that a blanket prohibition on pledging of shares may discourage retention of shares in excess of the required amounts under our stock ownership guidelines and that it is appropriate to allow some flexibility with respect to shares owned in excess of required amounts, particularly given the significant level of stock ownership by many of our directors and executive officers.

Prohibition on Hedging Transactions

Our policy on securities trading and handling of non-public information provides that directors and executive officers, as well as persons residing in their households, are prohibited from:

•

purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that is designed to hedge or offset any decrease in the market value of KMI securities, or

•

placing standing or limit orders for KMI securities (except for intra-day orders or pursuant to pre-approved 10b5-1 plans).

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Clawback Policy

Our executive compensation clawback policy provides that cash and equity compensation paid to executive officers may, under certain circumstances, be recovered by KMI in the event of a restatement of KMI’s financial results.

Stockholder Engagement

We understand the importance of maintaining a robust stockholder engagement program. Each year, in addition to other significant stockholder engagement activities, executives and management from our investor relations, environmental, health and safety and legal groups, among others, meet with stockholders on a variety of topics, including corporate governance, executive compensation and environmental, health and safety matters. We generally speak each year with representatives from our top institutional investors who hold, collectively, in excess of 15% of our outstanding shares of common stock to exchange ideas on these important topics. Overall, investors have expressed strong support for our governance and compensation practices and our approach and performance on environmental, health and safety matters. We believe our regular engagement has been productive and provides an open exchange of ideas and perspectives for both the company and our stockholders.

The Board of Directors

Each person listed below served on our Board in 2020 and is nominated for re-election to the Board at our 2021 Annual Meeting.

Name	Age	Title
Richard D. Kinder	76	Director and Executive Chairman
Steven J. Kean	59	Director and Chief Executive Officer
Kimberly A. Dang	51	Director and President
Ted A. Gardner	63	Director
Anthony W. Hall, Jr.	76	Director
Gary L. Hultquist	77	Director
Ronald L. Kuehn, Jr.	85	Director
Deborah A. Macdonald	69	Director
Michael C. Morgan	52	Director
Arthur C. Reichstetter	74	Director
C. Park Shaper	52	Director
William A. Smith	76	Director
Joel V. Staff	77	Director
Robert F. Vagt	74	Director
Perry M. Waughtal	85	Director

Richard D. Kinder Director since October 1999

Mr. Kinder is Director and Executive Chairman of KMI. He served as Director, Chairman and Chief Executive Officer of KMI and its predecessors from 1999 until he became Executive Chairman in June 2015. Mr. Kinder served as Director, Chairman and Chief Executive Officer of Kinder Morgan Management, LLC (KMR) from 2001 until November 2014. He served as Director, Chairman and Chief Executive Officer of Kinder Morgan GP LLC, formerly Kinder Morgan G.P., Inc. (KMGP) from 1997 until June 2015. He served as a Director, Chairman and Chief Executive Officer of the general partner of El Paso Pipeline Partners, L.P. (EPB) from May 2012 until January 1, 2015. Mr. Kinder’s prior experience as Chief Executive Officer of KMI and its former public subsidiaries 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.

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Steven J. Kean Director since May 2007

Mr. Kean is Director and Chief Executive Officer of KMI. He has served as a director of KMI or its predecessors since May 2007 and has served as Chief Executive Officer since June 2015, and also served as President from March 2013 to April 2018. He also served as Chairman of the Board and Chief Executive Officer of Kinder Morgan Canada Limited (KML) from April 2017 until its sale in December 2019. Mr. Kean has served in various management roles for the Kinder Morgan companies since 2002 and in senior executive roles since 2006. He was Executive Vice President and Chief Operating Officer of KMI and its predecessors from 2006 until March 2013, when he was named President and Chief Operating Officer, and served in that capacity until he assumed the CEO role in June 2015. Mr. Kean also served as President, Chief Operating Officer and Director of KMR from March 2013 to November 2014, and of KMGP from March 2013 to June 2015, when he was named President, Chief Executive Officer and Director of KMGP. He served as Director, President and Chief Operating Officer of the general partner of EPB from March 2013 until January 2015. Mr. Kean received his Juris Doctor from the University of Iowa in May 1985 and received a Bachelor of Arts degree from Iowa State University in May 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.

Kimberly A. Dang Director since January 2017

Ms. Dang is Director and President of KMI. She has served as a director of KMI since January 2017 and has served in the role of President of KMI since April 2018. She also served as a director of KML from April 2017 until its sale in December 2019. She 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 April 2018 and as Vice President and Chief Financial Officer of KMR and KMGP from 2005 until November 2014. Prior to Kinder Morgan, among other things, Ms. Dang spent six years at Goldman Sachs working in its real estate investment area. 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 a 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.

Ted A. Gardner Director since December 2014

Mr. Gardner has served as a director of KMI since December 2014. Mr. Gardner served as director of KMR and KMGP from 2011 until November 2014. Since 2005, Mr. Gardner has been a Managing Partner of Silverhawk Capital Partners. Formerly, he was a director of the predecessor of KMI from 1999 to 2007, was a director of Encore Acquisition Company from 2001 to 2010 and Athlon Energy Inc. from August 2013 to November 2014. He is currently a director of Incline Energy Partners, LP, Spartan Energy Partners and the general partner of CSI Compressco LP. 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 May 2012

Mr. Hall has served as a director of KMI since May 2012. Previously, he served as a director of El Paso Corporation from 2001 until the closing of our acquisition of El Paso Corporation in May 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. Mr. Hall served 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 twelve 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 30 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.

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Gary L. Hultquist Director since December 2014

Mr. Hultquist has served as a director of KMI since December 2014. Mr. Hultquist served as director of KMR and KMGP until November 2014. He was elected director of KMGP in 1999, and of KMR upon its formation in 2001. Mr. Hultquist served on the board of directors of Resolute Energy Corporation from February 2014 until April 2019. Mr. Hultquist was a member of the board of directors, and President, of Kriisa Research, Inc., a development stage company pursuing renewable energy technology for the energy harvesting, smart device and internet of things markets, from July 2017 to November 2018. Currently, he is active as a strategic and financial advisor to private and public technology companies and, since November 1, 2020, he has been affiliated with Corporate Finance Associates Worldwide and its registered broker-dealer, Corporate Finance Securities, Inc. He also has served as a director of the Northwest Foundation, Inc. and a member of its executive and finance committees since August 2017. From February 2013 until June 2017, Mr. Hultquist was a Managing Director of Viant Group, LLC, an investment banking firm specializing in energy and technology. From 2009 until February 2013, Mr. Hultquist was a Principal of NewCap Partners Inc., a FINRA-registered broker dealer and investment bank specializing in technology, mergers and acquisitions, and from 1995 until 2007, Mr. Hultquist was the Managing Director of Hultquist Capital, LLC, a San Francisco-based strategic and merger advisory firm. He also served as a member of the board of directors and chair of the audit committee of NASDAQ-listed OnTrack Systems, Inc., from 1995 to 1997, including at its initial public offering and its subsequent merger with Lam Research Corporation. Mr. Hultquist has over 20 years of experience as an investment banker and over 15 years’ experience practicing law. This combination of experience provides him an understanding of the business and legal risks applicable to us.

Ronald L. Kuehn, Jr. Director since December 2014

Mr. Kuehn has served as a director of KMI since December 2014. Mr. Kuehn served as a director of the general partner of EPB from 2007 until November 2014, and served as Chairman from 2007 to May 2012. Mr. Kuehn served as Chairman of the board of directors of El Paso Corporation from March 2003 to September 2009 and Interim Chief Executive Officer from March 2003 to September 2003. From 2002 to 2003, Mr. Kuehn served as Lead Director of El Paso Corporation. From 2001 to 2003, he was a business consultant. Mr. Kuehn served as non-executive Chairman of the board of El Paso Corporation from 1999 to 2000 and served as a director from 2001 to 2003. Mr. Kuehn previously served as Chairman of the board of Sonat Inc. from 1986 and President and Chief Executive Officer from 1984 until his retirement in 1999. Mr. Kuehn formerly served on the boards of directors of Praxair, Inc. until 2008, Dun & Bradstreet Corporation until 2007 and Regions Financial Corporation until 2007. His knowledge and understanding of our industry provides the board with valuable strategic insight. Mr. Kuehn’s prior service on the boards of other publicly traded companies in our industry, including his service as Chairman of El Paso Corporation and as its interim CEO, provides valuable experience which he can draw upon as a member of our Board.

Deborah A. Macdonald Director since April 2011

Ms. Macdonald has served as a director of KMI since April 2011. For the past fifteen years, Ms. Macdonald has served on the boards of several private charitable organizations, and currently serves as Chair of the board of directors of the College of Saint Mary and as a member of the board of directors and Chair of the governance committee of the Omaha Community Foundation. Ms. Macdonald served as Vice President (President, Natural Gas Pipelines) of KMI, KMR and KMGP from 2002 until 2005 and served as President of a subsidiary of KMI from 1999 until 2003. Ms. Macdonald received her Juris Doctor, summa cum laude, from Creighton University in May 1980 and received a Bachelor’s degree, magna cum laude, from Creighton University in December 1972. 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 May 2007

Mr. Morgan has served as a director of KMI and its predecessors since 2007. He served in various management roles for the Kinder Morgan companies from 1997 to 2004, including as President of KMI, KMR and KMGP from 2001 until 2004. He has been Chairman and Chief Executive Officer of Triangle Peak

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Partners, LP, a registered investment adviser and fund manager, since 2008. 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) since October 2015. Mr. Morgan is chairman, and a member of the audit and compensation committees, of the board of directors of each of Star Peak Energy Transition Corp. (NYSE: STPK) and Star Peak Corp. II (NYSE: STPC). Mr. Morgan was a director of Kayne Anderson MLP Investment Company and Kayne Anderson Energy Total Return Fund, Inc. from 2007 until 2008. Mr. Morgan received an M.B.A. from Harvard Business School and a Bachelor of Arts and a Masters of Arts from Stanford University. 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 December 2014

Mr. Reichstetter has served as a director of KMI since December 2014. Mr. Reichstetter served as a director of the general partner of EPB from 2007 until November 2014. He has been a private investment manager 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 his retirement in 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 May 2007

Mr. Shaper served in various management roles for the Kinder Morgan companies beginning in 2000 until March 2013, when he retired as President of KMI, KMGP, KMR and the general partner of EPB. He has served as a director of KMI and its predecessors since 2007. He was a director of KMR and KMGP from 2003 until March 2013, President of KMR and KMGP from 2005 until March 2013, and a director and President of the general partner of EPB from May 2012 until March 2013. Mr. Shaper is a director of Sunnova Energy International (NYSE: NOVA) and serves as chair of its audit committee and a member of its nominating and corporate governance committee. He is also a trust manager of Weingarten Realty Investors and serves as the chairman of its compensation committee and a member of its audit committee. Mr. Shaper is a member of the board of directors of each of Star Peak Energy Transition Corp. (NYSE:STPK) and Star Peak Corp II (NYSE: STPC) and serves as the chairman of their respective audit committees. He received a Masters of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Shaper also has a Bachelor of Science degree in Industrial Engineering and a Bachelor of Arts degree in Quantitative Economics from Stanford University. 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 December 2014

Mr. Smith has served as a director of KMI since December 2014. Mr. Smith served as director of the general partner of EPB from 2008 to November 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 El Paso Corporation, 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 El Paso Corporation 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. He also served as lead director and as chairman of that company’s compensation committee. 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

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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 April 2011

Mr. Staff has served as a director of KMI since 2011. Since 2007, Mr. Staff has acted as 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 issues we encounter, which enhance his contributions to our Board.

Robert F. Vagt Director since May 2012

Mr. Vagt has served as a director of KMI since May 2012. Mr. Vagt served as a director of El Paso Corporation from 2005 until we acquired it in May 2012. Mr. Vagt has served as a member of the board of directors, as lead independent director and as a member of the compensation and audit committees 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 November 2017 to November 2018 and as Chairman of the board of directors of Rice Energy Inc. from January 2014 until its acquisition by EQT Corporation in November 2017. Mr. Vagt served as President of The Heinz Endowments from 2008 through January 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.

Perry M. Waughtal Director since December 2014

Mr. Waughtal has served as a director of KMI since December 2014. Mr. Waughtal served as a director of KMR and KMGP until November 2014. He was elected director of KMGP in 2000, and of KMR upon its formation in 2001. Since 1994, Mr. Waughtal has been a member of the board of directors (and served from 1994 to March 2021 as the Chairman) of Songy High Roads, LLC (formerly Songy Partners Limited), an Atlanta, Georgia based real estate investment company. Mr. Waughtal was elected as Chairman of the board of Highland Resources, LLC, a family-owned real estate investment company, in October 2013. Mr. Waughtal was a director of HealthTronics, Inc. from 2004 to 2009. We believe Mr. Waughtal’s 30 years of experience with Hines Interests Limited Partnership, a privately owned, international real estate firm, including as Vice Chairman of development and operations and Chief Financial Officer, and 15 years of experience as Chairman of Songy Partners Limited provide him with planning, management, finance and accounting experience with, and an understanding of, large organizations with capital-intensive projects analogous to the types in which we typically engage.

Effective December 31, 2020, Fayez Sarofim retired from the Board after serving on the boards of KMI and its predecessors since 1999.

Summary of Board Committees

The Board has established standing committees to assist it in carrying out its duties, and we describe the Audit Committee, the Compensation Committee, the EHS Committee and the Nominating and Governance Committee, their respective membership during 2020 and their principal responsibilities below.

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The following directors are members of the Audit, Compensation, EHS and/or Nominating and Governance Committees as indicated.

Name

Audit
Committee

Compensation
Committee

EHS
Committee

Nominating
and
Governance
Committee

Mr. Gardner

Chair

Mr. Hall

Mr. Hultquist

Mr. Kuehn

Ms. Macdonald

Chair

Mr. Reichstetter

Mr. Smith

Mr. Staff

Chair

Mr. Vagt

Chair

Mr. Waughtal

Independence of Board Members

Our Board has affirmatively determined that, based on consideration of relevant facts and circumstances, each of our directors, other than Messrs. Kinder and Kean and Ms. Dang, has no material relationship with us and is independent, as that term is used in the New York Stock Exchange (NYSE) Listed Company Manual and as described in our Governance Guidelines. In addition, our Board has determined that each member of our Audit Committee, Compensation Committee and Nominating and Governance Committee is independent for purposes of membership on such committees.

In making its independence determinations, the Board considered the following relationship among our directors and found that it was not material and, thus, did not impair the affected directors’ independence from us: Mr. Morgan is chairman and chief executive officer of Triangle Peak Partners, LP, a registered investment advisor and fund manager which manages investments for clients, including for Messrs. Kinder and Shaper and Fayez Sarofim, who retired from the Board at the end of 2020. The amounts invested with Triangle Peak Partners by Messrs. Kinder, Shaper and Sarofim represent, in each case, insignificant percentages of their personal wealth, and the fees earned by Mr. Morgan are immaterial relative to Mr. Morgan’s personal wealth.

Board Leadership Structure and Lead Director

Richard D. Kinder served as both Chairman of the Board and Chief Executive Officer of KMI and its predecessors from his election in 1999 through June 1, 2015. Effective June 1, 2015, Steven J. Kean, then our President and Chief Operating Officer, became our Chief Executive Officer, and Mr. Kinder became Executive Chairman of our Board, thereby separating the offices of Chairman of the Board and Chief Executive Officer. The three-member Office of the Chairman consists of Mr. Kinder, Mr. Kean and our President, Kimberly A. Dang.

We are committed to the highest standards of corporate governance. Our Board has in place the following measures, in addition to the new governance changes discussed above under “— Corporate Governance Highlights,” to ensure that we maintain these standards:

•

Twelve of our 15 directors are independent, as described above;

•

Mr. Morgan, one of our independent directors, has been appointed by the Board as lead director. In his role as lead director, Mr. Morgan is responsible for moderating executive sessions of the Board’s non-employee directors, acting as principal liaison between the non-employee directors and the Executive Chairman on matters dealt with in such sessions, and evaluating, along with the other independent directors, the Chief Executive Officer’s performance and presenting such evaluation to the Chief Executive Officer;

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•

Our Audit Committee, Compensation Committee and Nominating and Governance Committee are composed entirely of and chaired by non-employee directors who meet the independence requirements of the NYSE and our Governance Guidelines;

•

Four of the five members of our Audit Committee qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of SEC Regulation S-K;

•

The Compensation Committee and the rest of our independent directors annually review the Chief Executive Officer’s performance and compensation;

•

The Nominating and Governance Committee is responsible for succession planning for senior management, including the Chief Executive Officer;

•

Non-employee directors meet regularly, without the participation of the company’s senior management, to review matters concerning the relationship of the Board with members of the company’s management and such other matters as the lead director and participating directors may deem appropriate; and

•

Each year, the Nominating and Governance Committee conducts a review and evaluation of the conduct and performance of the Board and its committees based upon completion by each director of an evaluation form, or upon such interviews of directors or other methods as the Nominating and Governance Committee believes appropriate and suitable for eliciting the relevant information.

The Board’s Role in Risk Oversight

Our Board has oversight responsibility with regard to assessment of the major risks inherent in our business and measures to address and mitigate such risks. While the Board is ultimately responsible for risk oversight at our company, the committees of the Board assist the Board in fulfilling its oversight responsibilities by considering the risks within their respective areas of expertise. For example, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to our financial and accounting risk management policies and procedures. As part of this process, the Audit Committee meets periodically with management to review, discuss and provide oversight with respect to our processes and controls to assess, monitor, manage and mitigate potential significant risk exposures. In providing such oversight, the Audit Committee may also discuss such processes and controls with our internal and independent auditors. The Compensation Committee likewise assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with compensation program design, including reviewing whether there are risks arising from our compensation programs and practices that are reasonably likely to have a material adverse effect on us. The Nominating and Governance Committee assists the Board with oversight of risk management relating to corporate governance, Board organization and Board membership. The EHS Committee assists the Board with oversight of risk management relating to environmental, health and safety matters, including reviewing with management our reputation as a responsible corporate citizen and our efforts to employ sustainable business practices and related ESG reporting.

During 2020, our Board exercised its risk oversight responsibility in connection with our response to the COVID-19 pandemic. The Board’s input and discussions around this ongoing pandemic have covered a broad range of matters, including protecting the health and safety of our employees while continuing to provide essential services to our customers. For example, as discussed with the Board, to continue safely providing these essential services, we have followed the Centers for Disease Control guidelines for those employees that perform essential tasks in our operations and have taken a cautious enterprise-wide approach with a phased return to workplace process for our employees who are currently working remotely. Additionally, during 2020, we spent an incremental $15 million on employee safety costs associated with our COVID-19 mitigation efforts, primarily for personal protective equipment, enhanced cleaning protocols, temperature screening and other measures we adopted to protect our employees. With the Board’s guidance, we continue to operate our assets safely and efficiently during this challenging period. Additionally, we have discussed with and sought input from the Board regarding the COVID-19 pandemic-related reduction in energy demand and the dramatic decline in commodity prices and our efforts to mitigate the effects of these events on our business.

Each director has full access to senior management, information about the company’s operations, and the company’s outside advisors. Generally, the Board receives training at least annually from the company’s

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outside advisors on one or more topics selected by the Board. In 2020, the Board received training on cybersecurity risks and risk management, in addition to other topics.

Meeting Attendance

Our Board held eight meetings during 2020. Each member of our Board attended at least 75% of his or her aggregate Board and committee meetings, and the average attendance level of our Board members in 2020 was over 98%.

Committees of the Board

Audit Committee

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, composed of Ms. Macdonald and Messrs. Reichstetter, Staff, Vagt and Waughtal. Mr. Staff is the chair of the Audit Committee, and Messrs. Reichstetter, Staff, Vagt and Waughtal have each been determined by the Board to be an “audit committee financial expert.” The Board has determined that all of the members of the Audit Committee are independent as described under the relevant standards. The Audit Committee has a written charter adopted by our Board, which is posted on our website at www.kindermorgan.com in the “Governance” sub-section of the section entitled “About Us.” The Audit Committee met eight times during 2020.

The Audit Committee’s primary purposes are to:

•

monitor the integrity of our financial statements, financial reporting processes, systems of internal controls regarding finance, accounting and legal compliance and disclosure controls and procedures;

•

select, appoint, engage, oversee, retain, evaluate and terminate our external auditors, pre-approve all audit and non-audit services to be provided to us, consistent with all applicable laws, by our external auditors, and establish the fees and other compensation to be paid to our external auditors;

•

monitor and evaluate the qualifications, independence and performance of our external auditors and internal auditing function;

•

establish procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by our employees, regarding accounting, internal controls, disclosure or auditing matters, and provide an avenue of communication among our external auditors, management, the internal auditing function and our Board; and

•

monitor our compliance with legal and regulatory requirements.

Audit Matters

The following sets forth fees billed for audit and other services provided by PricewaterhouseCoopers LLP, our independent registered public accounting firm, for the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020			2019
Audit fees(a)		$	7,800,000		$	8,395,000
Audit related fees			47,700			197,700
Tax fees(b)			56,530			53,452
All other fees(c)			325,000			355,730
Total		$	8,229,230		$	9,001,882

(a)

Includes fees for integrated audit of annual financial statements and internal control over financial reporting, reviews of the related quarterly financial statements and reviews of documents filed with the SEC. 2020 and 2019 amounts include fees of $2,845,000 and $2,935,000, respectively, for audits of certain GAAP and Federal Energy Regulatory Commission stand-alone financial statements.

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(b)

Includes fees billed for professional services rendered for tax matters, including Internal Revenue Service assistance, and for general state, local and foreign tax compliance and consulting services.

(c)

Includes fees associated with pre-assurance and limited assurance services for selected Sustainability Assurance Standards Board (SASB) metrics in 2020.

All services rendered by PricewaterhouseCoopers LLP are permissible under applicable laws and regulations, and were pre-approved by our Audit Committee. The Audit Committee has reviewed the external auditors’ fees for audit and non-audit services for the year ended December 31, 2020. The Audit Committee has also considered whether such non-audit services are compatible with maintaining the external auditors’ independence and has concluded that they are compatible at this time.

Furthermore, the Audit Committee is responsible for reviewing the external auditors’ proposed audit scope and approach as well as the performance of the external auditors. It also has direct responsibility for and sole authority to resolve disagreements between our management and our external auditors regarding financial reporting, and regularly reviews with the external auditors any problems or difficulties the auditors encounter in the course of their audit work. The Audit Committee, at least annually, uses its reasonable efforts to obtain and review a report from the external auditors addressing the following (among other items):

•

the auditors’ internal quality-control procedures;

•

any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors;

•

the independence of the external auditors; and

•

the aggregate fees billed by our external auditors for each of the previous two fiscal years.

Report of Audit Committee

The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2020. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding the communications of PricewaterhouseCoopers LLP with the Audit Committee. The Audit Committee has had discussions with and received written communications from PricewaterhouseCoopers LLP regarding the firm’s independence from the company and our management.

Based on the review and discussions described in the prior paragraph, the Audit Committee recommended to our Board that our audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

This report is respectfully submitted by the Audit Committee of the Board.

Audit Committee

Deborah A. Macdonald
Arthur C. Reichstetter
Joel V. Staff
Robert F. Vagt
Perry M. Waughtal

Compensation Committee

Our Board’s Compensation Committee is currently composed of four directors, each of whom our Board has determined to be independent under the relevant standards. The Compensation Committee has a written charter adopted by our Board which is posted on our website at www.kindermorgan.com in the “Governance” sub-section of the section entitled “About Us.” The Compensation Committee met two times during 2020.

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The Compensation Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Board desires to provide a compensation program for officers and key management personnel under which they are effectively compensated in terms of salaries, supplemental compensation and other benefits on a basis that is internally equitable and externally competitive. Therefore, the committee’s primary purposes are to:

•

review and recommend to our independent directors or our Board, or determine, as the case may be, the annual salary, bonus, stock awards and other benefits, direct and indirect, to be received by our Chief Executive Officer and other elected members of senior management;

•

review new executive compensation programs;

•

assess and monitor our director compensation programs;

•

review, on a periodic basis, the operation of our director and executive compensation programs to determine whether they are properly coordinated and are achieving their intended purpose;

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take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and institutional performance or are not competitive in the aggregate to programs of peer businesses;

•

produce an annual report on executive compensation for inclusion in our proxy statement; and

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periodically review and assess our compensation and benefits for employees generally.

Please refer to “Compensation Discussion and Analysis — Elements of Compensation” below for a discussion of the Compensation Committee’s procedures and processes for making executive officer and non-employee director compensation determinations. The Compensation Committee has the sole authority to retain compensation consultants to advise it as it determines to be necessary or appropriate, but did not retain or pay fees to any compensation consultants in 2020. Per its charter, the Compensation Committee has no authority to delegate the responsibilities specified in its charter.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is composed of Ms. Macdonald and Messrs. Hultquist, Smith and Staff, with Ms. Macdonald serving as chair of the committee. From 1999 to 2003, Ms. Macdonald was an executive officer of the company. During 2020, none of our executive officers served on the board of directors of another entity which employed any of the members of our Board.

Report of Compensation Committee

The Compensation Committee has discussed and reviewed with management the Compensation Discussion and Analysis for the year ended December 31, 2020 set forth below under “Executive Compensation.” Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the proxy statement for the annual meeting.

This report is respectfully submitted by the Compensation Committee of the Board.

Compensation Committee

Gary L. Hultquist
Deborah A. Macdonald
William A. Smith
Joel V. Staff

EHS Committee

The EHS Committee is composed of Messrs. Gardner, Hall, Hultquist and Vagt, with Mr. Vagt serving as the chair of the committee. The EHS Committee has a written charter adopted by our Board, which is posted on our website at www.kindermorgan.com in the “Governance” sub-section of the section entitled “About Us.” The EHS Committee met two times in 2020.

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The EHS Committee assists the Board in overseeing management’s establishment and administration of our company’s EHS policies, programs, procedures and initiatives, including those that promote the safety and health of our employees, contractors, customers, the public and the environment. The committee also periodically reviews with management our company’s reputation as a responsible corporate citizen and our efforts to employ sustainable business practices consistent with our company’s business purpose and values. Additionally, the Board has delegated to the EHS Committee responsibility over all matters relating to ESG reporting, including the review and approval of the company’s ESG Report.

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of Messrs. Gardner, Hall and Kuehn, with Mr. Gardner serving as the chair of the committee. Our Board has determined that each of the committee members is independent under the relevant standards. The Nominating and Governance Committee has a written charter adopted by our Board, which is posted on our website at www.kindermorgan.com in the “Governance” sub-section of the section entitled “About Us.” The Nominating and Governance Committee met two times in 2020.

The Nominating and Governance Committee’s primary purposes are to:

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make recommendations regarding the size of our Board, to the extent the size of the Board may be changed in accordance with the company’s bylaws;

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identify individuals qualified to become members of our Board, and recommend director nominees to our Board for election at our annual meeting of stockholders;

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identify from among the members of our Board and report to our Board on individuals recommended to serve as members of the various committees of our Board;

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annually reevaluate our Governance Guidelines and recommend to our Board any changes that the Nominating and Governance Committee deems necessary or appropriate; and

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periodically evaluate our Board’s and committees’ performances.

Board Qualifications, Diversity, Core Competencies and Size

Our Governance Guidelines require that our Board reflect the following characteristics:

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each director should be:

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a person of integrity who is dedicated, industrious, honest, candid, fair and discreet;

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knowledgeable, or willing to become so quickly, in the critical aspects of the company’s business and operations; and

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experienced and skillful in serving as a member of, overseer of, or trusted advisor to, the senior management or board of at least one substantial corporation, charity, institution or other enterprise;

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a majority of the directors are to meet the standards of independence as prescribed in our Governance Guidelines and the NYSE rules; and

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our Board should encompass a range of talents, skills and expertise sufficient to provide sound and prudent guidance with respect to the full scope of our operations and interests.

In its evaluation of possible candidates for service on our Board, the Nominating and Governance Committee considers the characteristics outlined above in addition to the following:

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a candidate’s experience, knowledge, skills, integrity, independence (as described in our Governance Guidelines), expertise, commitment to our core values, relationship with us, ownership of our equity securities, service on other boards, willingness to commit the required time and ability to work as part of a team;

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the current mix of viewpoints, backgrounds, skills, experience and expertise on our Board; and

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the results of our Board’s annual self-evaluation.

Our Board believes that diversity, including race, gender, culture, skills, experience, thought and geography, is an important attribute of a well-functioning board. As such, the Nominating and Governance Committee is responsible for advising our Board on matters of diversity and for recommending, as necessary, measures contributing to a board that, as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise. Over time our Board’s intention is to decrease the size of the Board and enhance the gender and racial diversity of the Board. Our Board believes that it should be comprised of directors with experience in a mix of core competencies that contribute to a well-functioning board that effectively oversees our strategy and management, including:

	Industry/Operational Experience			Directors with senior leadership experience in the energy storage and transportation industry add valuable perspective on operational matters, assessment of business opportunities and other issues specific to the company’s business.
	CEO or Senior Officer Experience			Directors who have served as a CEO or another “C-Level” executive of a publicly traded entity or large private company, or who have overseen a substantial business segment of a company, have developed judgment, perspective and independence of thought that is important to the Board’s strategic decision making process.
	Service on Other Public Company Boards			Directors who currently serve or have served on the boards of other publicly traded entities or large private companies provide experience and perspective to our Board regarding best practices in governance and the function of the Board.
	Accounting and Financial Reporting Expertise			Directors with an understanding of accounting and financial reporting matters lead our Audit Committee, and provide perspective with respect to assessing our financial performance and monitoring the integrity of our financial reporting process.
	Corporate Finance Expertise			Directors with experience in corporate finance assist in evaluating our capital structure and advise on capital markets transactions and other financing related strategies for generating value for our stakeholders.
	Capital Allocation Expertise			The company’s ability to generate value for stakeholders also depends on its ability to strategically and responsibly allocate capital, including on expansion projects, acquisitions and divestitures, share repurchases and debt repayment. Accordingly, directors with experience in such capital allocation activities provide valuable insight in the Board’s decision making.
	Regulatory and Environmental, Health and Safety Expertise			Portions of our businesses are heavily regulated, and operating our business in compliance with applicable laws and with a view toward the preservation of the environment is critical. Directors with experience in regulatory, environmental, health and safety matters assist in ensuring that we operate in accordance with best practices regarding

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				regulatory and environmental matters and that the environment and safety are properly weighed in Board decision making.
	Legal Expertise			The transactions in which the company engages and the ordinary operation of its business frequently involve complex legal considerations. Directors with a legal background supplement the skills of our General Counsel’s staff and provide valuable insight in assessing legal risk.
	Risk Management Expertise			Directors with experience assessing major risks inherent in business and identifying measures to address and mitigate such risks.
	Ethnic, Gender or other Diversity			Directors whose race, ethnicity or gender may be underrepresented on corporate boards bring an important diversity of perspective to the Board.

Director Skills Matrix

Name

Industry/
Operational
Experience

CEO or
C-Level
Executive

Other
Public
Company
Boards

Accounting
and
Financial
Reporting
Expertise

Corporate
Finance
Expertise

Capital
Allocation
Expertise

Regulatory
and EHS
Expertise

Legal
Expertise

Risk
Management
Expertise

Ethnic,
Gender
or other
Diversity

Mr. Kinder

Mr. Kean

Ms. Dang

Mr. Gardner

Mr. Hall

Mr. Hultquist

Mr. Kuehn

Ms. Macdonald

Mr. Morgan

Mr. Reichstetter

Mr. Shaper

Mr. Smith

SEC Form DEF 14A filed by Kinder Morgan, Inc.