Amy W. Chronis
KINDER MORGANAbout Amy W. Chronis
Independent director at Kinder Morgan, Inc. since 2024 (age 63). She retired as a Senior Partner at Deloitte LLP in June 2024; prior roles include Deloitte Vice Chair & US Energy & Chemicals Industry Leader (2021–2024) and Managing Partner of Deloitte’s Houston practice (2018–2024). A retired CPA (Texas) and NACD-certified director, she brings 30+ years of finance and public accounting experience across energy, chemicals, technology, and manufacturing, with notable strengths in financial reporting, risk oversight, sustainability, and enterprise risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Senior Partner | Until June 2024 | Led energy and chemicals client work; executive leadership on strategy and transformation |
| Deloitte LLP | Vice Chair & US Energy & Chemicals Industry Leader | Jan 2021 – Jan 2024 | Sector leadership, strategy, and client oversight |
| Deloitte LLP | Managing Partner, Houston Practice | Feb 2018 – Jan 2024 | Practice leadership in key KMI market |
| Deloitte LLP | Partner | Since June 2002 | Financial reporting and audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Houston Partnership | Director; Chair (2021) | Director since Apr 2018 | Regional economic leadership; chaired 2021 |
| Texas 2036 | Director | Since Sep 2019 | Public policy think tank (nonpartisan, data-driven) |
Board Governance
- Committee assignments: Audit Committee member (designated “audit committee financial expert”) and EHS Committee member; not a chair .
- Independence: Board determined she is independent under NYSE and KMI guidelines; all members of Audit, Compensation, and Nominating & Governance Committees are independent .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended ≥75% of aggregate Board/committee meetings and average attendance exceeded 97%. Chronis also attended the 2024 Annual Meeting as a nominee elected that day .
- Risk oversight: Audit Committee oversight includes financial reporting, internal controls, legal/regulatory compliance, and cybersecurity (quarterly CIO briefings). EHS Committee oversees safety, environmental matters, and sustainability reporting (reviews/approves Sustainability Report) .
Committee Memberships
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 8 meetings; Chronis designated financial expert |
| EHS | Yes | No | 2 meetings |
Fixed Compensation
| Year | Role | Cash Retainer | Committee/Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | Non-employee Director | $235,000 annual (baseline) | None | Directors may elect all/part in shares; policy unchanged since 2020 . Chronis elected shares (see below) |
| 2025 | Non-employee Director | $250,000 annual | None | Board approved increase for 2025 |
2024 Director Compensation Detail (Chronis)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | — | Elected to receive stock in lieu of cash |
| Common Stock Awards | 152,549 | 8,110 shares at $18.81 (May 8, 2024 pricing) under the Non-Employee Director Stock Plan |
| All Other Compensation | 4,663 | 2024 dividend equivalents on unvested restricted shares |
| Total | 157,212 | Sum of components |
Performance Compensation
Directors do not receive performance-based incentives; compensation is a fixed retainer with an option to take shares under the Non-Employee Director Stock Plan. Key equity election mechanics are below.
| Equity Item (Director Plan) | Detail |
|---|---|
| Plan structure | Non-employee directors may elect to receive all/part of annual cash retainer in shares; shares may carry forfeiture restrictions that generally lapse within the year or per agreement; dividends paid on restricted shares; rounding up to nearest 10 shares permitted |
| Chronis 2024 stock election | 8,110 restricted shares; value $152,549, based on $18.81 close on May 8, 2024 (approval date) |
| Restrictions/vesting | Shares under the plan are subject to forfeiture restrictions that lapse per agreement; Chronis beneficial ownership table shows 8,010 restricted shares subject to forfeiture until July 21, 2025 |
| Dividends | Dividend equivalents paid on unvested restricted shares ($4,663 for 2024) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in KMI’s 2025 proxy biography |
| Committee roles at other public companies | Not disclosed |
| Interlocks / related arrangements | None disclosed for Chronis; Board affirmatively determined independence for all directors other than Kinder, Kean, and Dang |
Expertise & Qualifications
- Audit/financial reporting: Retired CPA; Board-designated “audit committee financial expert” .
- C-level/leadership: Deloitte Vice Chair; practice Managing Partner .
- Industry: Energy and chemicals domain leadership; energy transition expertise .
- Risk management and sustainability: Experience in enterprise risk management; EHS Committee member; skills matrix attributes include Risk Management and Energy Transition .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Amy W. Chronis | 32,005 | * | Includes 8,010 restricted shares subject to forfeiture until July 21, 2025; “*” denotes <1% of class. Based on 2,222,049,457 shares outstanding (Mar 17, 2025) |
| Ownership guidelines | 3x annual retainer; 5 years to comply | — | As of Jan 2025, all directors are compliant or within the 5-year transition; Chronis is within the transition period (elected May 2024) |
Insider Trades and Section 16 Compliance
| Date | Type | Shares | Notes |
|---|---|---|---|
| Aug 1, 2024 | Open-market purchase | 47 | Reported one day late due to administrative error by KMI (Section 16(a) footnote) |
- Hedging/pledging: Directors and executive officers are prohibited from hedging KMI stock; pledging and margin accounts are prohibited except for holdings in excess of ownership guideline minimums or where no pecuniary interest exists .
Governance Assessment
-
Strengths
- Financial oversight credibility: Audit Committee member and “audit committee financial expert,” supporting audit quality and cyber risk oversight .
- EHS and sustainability oversight: Member of EHS Committee, which oversees safety, environmental matters, and sustainability reporting .
- Independence and engagement: Board affirmed independence; strong attendance culture (≥75% per director, >97% average) and annual meeting participation .
- Ownership alignment: Elected to take 2024 retainer in stock; director ownership guidelines (3x retainer) with five-year compliance window; dividends paid on restricted stock encourage alignment .
-
Potential risks/red flags
- Section 16 timing: One Form 4 for a 47-share purchase was filed one day late, attributed to a company administrative error—immaterial but noted for completeness .
- Prior employer sensitivities: Long Deloitte tenure, but KMI’s independent auditor is PwC (no disclosed Deloitte-KMI auditor relationship), reducing conflict concerns .
-
Compensation structure quality (director)
- Simple, fixed retainer with optional stock election; no meeting/committee fees; retainer increased from $235,000 (2024) to $250,000 (2025), consistent with market normalization and without complexity that could obscure alignment .
- Director stock plan includes reasonable restrictions and dividend equivalents; no option grants or performance-based equity that could introduce misaligned risk-taking .
Overall implication: Chronis adds deep audit/financial and energy-sector expertise, bolstering board oversight, particularly in audit and EHS domains. Independence, active committee roles, and equity alignment support investor confidence; no material conflicts are disclosed, and only a minor Section 16 timing footnote appears over the period reviewed .