Anthony B. Ashley

About Anthony B. Ashley

Anthony B. Ashley is Vice President (President, CO₂ and President, Energy Transition Ventures) at Kinder Morgan, Inc. (KMI). He was elected to this role in June 2022 after serving as Vice President, Energy Transition Ventures since its formation in February 2021; previously, he was Treasurer (since 2013) and Vice President of Investor Relations (April 2018–February 2021). He joined El Paso Corporation in 1998 (acquired by KMI in 2012), and earlier worked at JP Morgan Chase. Ashley holds a master’s degree from Rice University’s Jones Graduate School of Business and a bachelor’s degree in money, banking and finance from the University of Birmingham, U.K. .
KMI’s executive incentive architecture centers on distributable cash flow (DCF) per share and Net Debt/Adjusted EBITDA, supplemented by EHS/operational milestones; in 2024 KMI achieved DCF per share of $2.19 vs a $2.26 target and ended at 4.0x leverage vs a 3.9x target, factors that drove bonus pool funding near baseline and inform pay-for-performance alignment for executive officers such as Ashley .

Past Roles

Organization	Role	Years	Strategic impact
Kinder Morgan, Inc.	Vice President (President, CO₂ and President, Energy Transition Ventures)	Elected June 2022–present	Leads CO₂ and Energy Transition Ventures businesses; focuses on energy transition initiatives and CO₂ segment operations .
Kinder Morgan, Inc.	Vice President, Energy Transition Ventures	Feb 2021–June 2022	Founding leader of Energy Transition Ventures team for renewables/RNG, CCUS, hydrogen opportunities .
Kinder Morgan, Inc.	Treasurer; Vice President of Investor Relations	Treasurer since 2013; VP IR Apr 2018–Feb 2021	Corporate finance leadership and investor communications; capital markets engagement .
El Paso Corporation	Finance and Business Development	1998–2012 (acquired by KMI in 2012)	Various finance and BD roles prior to integration into KMI .
JP Morgan Chase	Early-career role	Prior to master’s (date not disclosed)	Foundational finance experience .

External Roles

No external directorships or committee roles are described for Ashley in KMI’s 2025 DEF 14A Executive Officers section .

Fixed Compensation

KMI structures executive cash compensation below market medians to emphasize at-risk incentive pay. There are no employment agreements or executive perquisites; a clawback policy was updated effective December 1, 2023 to comply with NYSE/SEC rules .

Component	Policy detail	2024/2025 parameters
Base salary	Generally below market; capped historically; no employment agreements	Executive base salary cap was $500,000 in 2024; raised to $600,000 in Jan 2025; highest base salary in 2025 is $525,000 .
Perquisites	None (no company cars, aircraft, first-class travel, financial planning)	Not provided to executive officers .
Clawback	Compensation recovery in event of restatement per NYSE/SEC	Board adopted new clawback policy effective Dec 1, 2023; included in 2024 10-K exhibits .

Note: Ashley’s individual base salary and cash bonus amounts are not separately disclosed because he was not a 2024 “named executive officer” in the proxy’s CD&A .

Performance Compensation

KMI’s executive incentive program uses annual cash bonuses and long-term RSU awards with dividend equivalents, three-year cliff vesting, and an achievable performance condition tied to DCF per share (with supplemental metrics), aligning executives with owners and discouraging excessive risk-taking .

Metric	Target (2024)	Actual (2024)	Payout/funding notes	Vesting/award construct
DCF per share	$2.26 per share	$2.19 per share	Executive bonus pool baseline funded at 98%, with individual adjustments per performance; KMI cited backlog growth ($8.1B YE 2024) among positive considerations .	RSUs generally cliff-vest after 3 years; 2024 RSUs set to vest on July 31, 2027 for NEO awards; vesting subject to an annualized DCF per share performance hurdle (any four quarters during the period) .
Net Debt / Adjusted EBITDA	3.9x	4.0x	Considered in bonus pool calibration .	RSU plan under 2021 Stock Incentive Plan; minimum vesting 36 months (12 months for up to 10% pool); clawback applies .
EHS/Operations	Beat industry incident rates; improve vs 3-yr averages; no significant incidents	Qualitative assessment (not numerically disclosed)	Considered as upward/downward adjustments .	—

Equity Ownership & Alignment

KMI enforces robust stock ownership guidelines, retention rules, and hedging/pledging restrictions to maintain alignment; executive RSUs receive dividend equivalents on unvested units .

Item	Detail	Evidence
Ownership guidelines	CEO: 6x base salary; All other executive officers: 2x base salary	As of Jan 2025, all directors and executive officers are in compliance or within 5-year transition window; executives must retain 50% of shares from vesting until guideline met .
Hedging/pledging	Hedging prohibited; margin accounts and pledging prohibited, except flexibility for shares in excess of guideline or without pecuniary interest; pre-approved 10b5-1 plans allowed for standing/limit orders	Insider Trading Policy; governance rationale for limited flexibility on pledging beyond required amounts .
RSU dividends	Dividend equivalents paid on unvested RSUs equal to normal quarterly dividends; 1:1 share upon vesting	Aligns executives with stockholders via ongoing dividend-linked cash flows and share delivery upon vesting .
Group beneficial ownership	Directors and executive officers as a group (22 persons): 282,910,791 shares (12.73% of class)	Based on 2,222,049,457 shares outstanding as of March 17, 2025 .

Note: Ashley’s individual beneficial ownership, vested/unvested share breakdown, and any pledging are not itemized in the proxy’s ownership table; only group totals and NEO specifics are disclosed .
Note: Attempt to fetch Form 4 insider trading data for “Ashley” via the insider-trades skill failed due to authorization (401). As a result, current insider selling/buying patterns and post-transaction holdings for Ashley cannot be provided from Form 4s at this time.

Employment Terms

Standard executive employment terms apply to Ashley (no individually negotiated employment agreement), with company-wide severance, change-in-control, and retirement program features .

Term	Provision	Detail
Severance	Company-wide severance plan applies; cap at 6 months base salary	Executives receive up to 26 weeks base pay upon qualifying termination (job elimination or termination other than for cause); example calc for $500k base = $250k .
RSU change-in-control	Double-trigger acceleration	RSU vesting accelerates only upon (i) a change in control and (ii) qualifying termination within 24 months (without cause or for good reason). Committee may assume/substitute or cash out awards if not continued by acquirer .
Annual Incentive Plan (AIP) CoC	If Mr. Kinder is no longer Board Chairman in connection with CoC	Executives under AIP are deemed to have earned 100% of bonus opportunity unless prior determination; paid in lump sum; must be employed on CoC date .
Minimum vesting	Equity awards	2021 Stock Incentive Plan sets minimum vesting of 36 months (exception: up to 10% of share pool at min 12 months); clawback policy covers awards .
Retirement & savings	401(k) and cash balance plans	Company contributes ~5% to 401(k) for most employees and allocates 4–5% credits to cash balance PRAs; vesting per plan terms .

Compensation Structure Analysis

Emphasis on at-risk, performance-based pay (AIP + RSUs), with base salaries below market and no perquisites or individual employment agreements, indicating disciplined cost control and alignment with long-term value creation .
RSU design favors achievable DCF per share targets over “stretch” goals to support retention and avoid adverse risk-taking; dividend equivalents on unvested RSUs improve alignment while potentially reducing pressure for early share sales .
Ownership guidelines (2x base for execs) and retention of 50% of vested shares until compliance support skin-in-the-game; hedging prohibition and limited pledging flexibility beyond guidelines aim to preserve alignment while accommodating significant personal holdings at senior levels .
Clawback policy updated in 2023 enhances downside accountability in the event of restatements, reinforcing governance quality of incentive programs .

Investment Implications

Alignment: Ashley’s remit leading Energy Transition Ventures and CO₂ positions him at the center of KMI’s energy transition initiatives; the company’s DCF-centric incentive design and RSU structure strengthen alignment to cash generation and capital discipline rather than stock momentum, reducing behavioral risk and improving compensation quality .
Retention risk: The use of three-year cliff RSUs with ongoing dividend equivalents and achievable performance hurdles points to strong retention mechanics; absence of employment agreements is offset by standard severance and change-in-control double-trigger protection, providing balanced retention economics without excessive guarantees .
Trading signals: Executive officers are bound by robust insider trading policies (hedging ban; controlled use of 10b5-1 plans); current Form 4 data for Ashley was not retrievable due to tool authorization limits, so no recent insider selling/buying signal can be assessed from SEC filings at this time .
Governance quality: High say-on-pay approval (>94% in 2024), independent Compensation Committee oversight, and transparent performance targets underscore a well-governed pay program; ownership guidelines compliance among executives further supports investor alignment .