C. Park Shaper
KINDER MORGANAbout C. Park Shaper
C. Park Shaper (age 56) has served on Kinder Morgan’s Board since 2007, following a 13-year executive tenure culminating as President of Kinder Morgan companies (retired 2013). He brings deep operational, finance, capital allocation, and energy-transition experience and is currently deemed independent by the Board. He holds significant KMI share ownership and serves on key governance committees impacting compensation and nominations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinder Morgan companies | President; various management roles | 2000–2013 (retired as President 2013) | Intimate knowledge of operations, finances, strategy cited by Board |
| KMR (Kinder Morgan Management LLC) | Director | 2003–2013 | Governance experience across controlled entities |
| KMGP (Kinder Morgan GP LLC) | Director | 2003–2013 | Oversight of GP governance |
| EPB GP (El Paso Pipeline GP Company, L.L.C.) | Director | 2012–2013 | Board role post EP acquisition integration |
External Roles
| Organization | Role | Tenure | Committee roles / Notes |
|---|---|---|---|
| Service Corporation International (NYSE: SCI) | Director | Since May 2022 | Board member |
| Sunnova Energy International (NYSE: NOVA) | Chairman of the Board (from Mar 2025); Director (since 2019); Audit Committee Chair | Director since 2019; Chair from Mar 2025 | Chairs audit; elevated to Chairman in 2025 |
| Weingarten Realty Investors | Trust Manager; Chair of Compensation Committee | 2007–Aug 2021 | Led compensation oversight |
| Star Peak Energy Transition Corp. (NYSE: STPK) | Director; Chair of Audit, Compensation, and Nominating & Governance | Aug 2020–Apr 2021 (merger with Stem, Inc.) | Led key committees during SPAC phase |
| Star Peak Corp II (NYSE: STPC) | Director; Chair of Audit, Compensation, and Nominating & Governance | Jan 2021–Sep 2021 (merger with Benson Hill) | Led key committees during SPAC phase |
Board Governance
- Independence: Board determined Shaper is independent under NYSE rules and KMI guidelines .
- Committee memberships (2024/2025 slate): Compensation Committee member; Nominating & Governance Committee member (not chair) .
- Board/Committee activity: Board met 7 times in 2024 (each director ≥75% attendance; average >97%); Compensation Committee met 3 times; Nominating & Governance met 3 times; Audit met 8; EHS met 2 .
- Board skills: Matrix flags Shaper’s expertise in industry/operations, CEO/C-level, other public boards, accounting/financial reporting, corporate finance, capital allocation, risk management, energy transition .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $235,000 | No meeting or committee fees; travel expenses reimbursed |
| 2025 | Annual cash retainer | $250,000 | Board-approved increase from 2024 |
| 2024 | Election to receive stock in lieu of cash | Not elected | Shaper received cash retainer; no stock election recorded in 2024 |
| Plan feature | Stock compensation plan for non-employee directors | Shares can be elected with 6-month forfeiture restrictions; dividend eligible | Administered by Compensation Committee; total authorization 1,190,000 shares |
Performance Compensation
| Element | Structure | Metrics | 2024 Disclosure |
|---|---|---|---|
| Director compensation | None (no performance-based pay) | N/A | KMI pays fixed retainers; no performance formulas for directors |
Other Directorships & Interlocks
- Interlocks/relationships: Board evaluated relationship where Triangle Peak Partners (chaired by KMI lead director Michael Morgan) manages investments for Messrs. Kinder and Shaper; deemed immaterial for independence (insignificant personal wealth percentages; immaterial fees to Mr. Morgan) .
- Potential ecosystem overlap: External roles at Sunnova (distributed energy/storage) are adjacent to energy markets but no KMI-related transactions disclosed .
Expertise & Qualifications
- Board skills: Industry operations; CEO/C-level experience; other public boards; accounting/financial reporting; corporate finance; capital allocation; risk management; energy transition .
- Board cites his prior KMI President experience as adding management and operational expertise and intimate knowledge of KMI operations, finances, and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| C. Park Shaper | 8,561,157 | <1% (asterisk denotes less than 1%) | Includes 484,924 shares via LP (98% interest disclaimed) and 6,500,000 via LLC under his voting/disposition control; no pledging disclosed for Shaper |
| Ownership guidelines (directors) | 3x annual retainer | Compliance status | As of Jan 2025 all directors either in compliance or within 5-year transition (newly elected only) |
Policy notes
- Hedging prohibited for directors; margin accounts and pledging generally prohibited except for holdings in excess of guideline minimums; KMI permits limited flexibility for excess shares to encourage retention beyond minimums .
Governance Assessment
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Strengths:
- Independent director with deep insider-operational context; sits on Compensation and Nominating & Governance committees—central to pay design, board refresh, and succession .
- Significant personal share ownership, with company-wide director ownership guidelines and disclosed compliance—supports alignment .
- No director meeting/committee fees and simple compensation structure; no director options; stock election plan with short forfeiture windows enhances alignment if elected .
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Watch items / RED FLAGS:
- Investment management relationship via Triangle Peak Partners with Messrs. Kinder and Shaper—Board determined immaterial, but remains a related relationship to monitor for perceptions of influence or information flow .
- Long tenure dating back to 2007 combined with prior executive role may raise questions on practical independence for some investors; however, Board explicitly reaffirmed independence .
- Pledging is permitted for excess holdings under KMI’s policy; while Shaper has no pledging disclosed, investor sensitivity to pledging warrants ongoing monitoring across the Board .
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Signals affecting investor confidence:
- Compensation Committee oversight (member) and no use of performance-based director pay reduces pay complexity; 2025 retainer increase is modest, consistent with inflation/market .
- Strong board attendance metrics and active committee cadence indicate engagement .
- No material legal proceedings involving directors; robust stockholder engagement and say-on-pay support (>94% in 2024) indicate constructive governance environment .