Arthur C. Reichstetter
KINDER MORGANAbout Arthur C. Reichstetter
Independent director (age 78) serving on Kinder Morgan’s Board since 2014; former Managing Director at Lazard Frères (2002–2007), Dresdner Kleinwort Wasserstein (1998–2002), Merrill Lynch (1993–1996), and investment banker at First Boston (1974–1993; MD since 1982). He has been a private investor since 2007 and is designated an “audit committee financial expert,” bringing deep capital markets and accounting expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères | Managing Director | 2002–2007 | Capital markets and advisory leadership; informs Audit oversight and financial risk review |
| Dresdner Kleinwort Wasserstein (fka Wasserstein Perella) | Managing Director | 1998–2002 | Corporate finance and strategic advisory experience |
| Merrill Lynch | Managing Director | 1993–1996 | Global investment banking leadership |
| The First Boston Corporation | Investment Banker; Managing Director from 1982 | 1974–1993 | Long-tenured transaction, financing, and risk experience |
| El Paso Pipeline GP Company, L.L.C. (EPB GP) | Director | 2007–2014 | Predecessor-public affiliate director experience prior to KMI consolidation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Mr. Reichstetter in the latest proxy |
| Private investor | Investor | Since 2007 | Ongoing personal investment activity |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirms independence for all directors other than Kinder, Kean, and Dang; Mr. Reichstetter is independent (also required for his committee roles) . |
| Committees | Chair, Audit Committee; Member, Compensation Committee . |
| Financial Expert | Identified by the Board as an “audit committee financial expert” . |
| Attendance | Board met 7 times in 2024; each director attended at least 75%, with average attendance >97% . Audit met 8x; Compensation met 3x in 2024 . |
| Lead Independent Director | Michael C. Morgan serves as Lead Director; non-employee directors meet regularly in executive session . |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $235,000 | No additional meeting or committee chair fees; directors may elect shares in lieu of cash; Mr. Reichstetter took cash . |
| 2025 | Annual cash retainer (approved) | $250,000 | Program-level increase effective 2025; same “no meeting/committee fees” structure continues . |
Performance Compensation
| Element | Terms | 2024 Status |
|---|---|---|
| Equity in lieu of cash (Director Stock Plan) | Directors can elect to receive some/all retainer in KMI shares; six-month restriction; dividend-eligible; forfeiture on early departure per plan terms . | Mr. Reichstetter did not elect stock; no director options or PSUs are granted under the program . |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| El Paso Pipeline GP Company, L.L.C. (EPB GP) | Director | 2007–2014 | Historical public affiliate directorship; no current interlock concerns disclosed . |
| Compensation Committee Interlocks | — | 2024 disclosure | Company reports no interlocks/insider participation involving KMI executives and Board committee members in 2024 . |
Expertise & Qualifications
- Audit committee financial expert; deep accounting/financial reporting expertise supports Audit chair responsibilities .
- Corporate finance and capital allocation expertise from decades as MD at leading investment banks .
- Risk management experience reflected in Board skills matrix .
- Experience on other public company boards (historically), per skills matrix and EPB GP service .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Arthur C. Reichstetter | 107,507 | Reported beneficially owned shares as of March 17, 2025; percent of class not individually quantified in proxy table. No pledging footnote is disclosed for Mr. Reichstetter (pledge disclosures noted for certain others) . |
| Director ownership guidelines | 3x annual retainer | As of Jan 2025, all directors are in compliance or within the 5-year transition (new director exception) . |
| Hedging/Pledging policy | Hedging prohibited; pledging generally prohibited up to guideline levels (limited flexibility permitted above required ownership) . |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; robust committee workload (Audit met 8x in 2024) and Board attendance (>97% average) indicate engagement; skills matrix confirms strong finance, accounting, and risk credentials valuable for pipeline/midstream oversight .
- Alignment: Holds 107,507 KMI shares; directors are subject to 3x retainer ownership guidelines and are in compliance; directors may elect stock in lieu of cash to increase alignment (policy available though not elected by Mr. Reichstetter in 2024) .
- Compensation structure: Flat cash retainer (no meeting or chair fees) simplifies pay and reduces potential meeting-incentive distortions; 2025 retainer increase to $250k remains straightforward; no director options/PSUs minimizes risk-taking incentives .
- Conflicts/Red flags: Board independence affirmed; no related-party transactions or material legal proceedings disclosed for directors; hedging prohibited and pledging tightly constrained; no compensation committee interlocks noted in 2024 .
- Shareholder sentiment context: Say‑on‑pay approval exceeded 94% in 2024, indicating broad investor support for compensation governance (company-wide signal) .