Catherine C. James
About Catherine C. James
Catherine C. James is Vice President and General Counsel of Kinder Morgan, Inc. (KMI), elected in February 2019, and is 59 years old. She earned a J.D. from The University of Texas School of Law and a B.A. from Smith College, and previously served as EVP & General Counsel of Dynegy, Inc. through its acquisition by Vistra in April 2018, with prior senior legal roles at NRG Energy, Calpine, Reliant Energy, The Coastal Corporation, and Chevron . KMI’s 2024 financial and incentive scorecard context includes DCF per share of $2.19 vs a $2.26 target, consolidated leverage of ~4.0x vs a 3.9x target, and project backlog expansion to $8.1B from $3B, with incentive pool funding set at a baseline 98% for executives; company-wide pay-versus-performance disclosures show 2024 net income of $2.72B and a $100 TSR value of $177.77 for the measured period .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Kinder Morgan, Inc. | Vice President and General Counsel | Feb 2019 – present | Chief legal officer for KMI; executive officer . |
| Dynegy, Inc. | Executive Vice President and General Counsel | Sep 2011 – Apr 2018 | Led legal through Dynegy’s acquisition by Vistra in Apr 2018 . |
| NRG Energy; Calpine; Reliant Energy; The Coastal Corporation; Chevron | Senior/key legal roles | Not disclosed | Progressive energy-sector legal leadership roles prior to Dynegy/KMI . |
External Roles
No public company directorships or committee roles disclosed for Ms. James in the latest proxy .
Fixed Compensation
Note: Ms. James is not a named executive officer in 2024; KMI does not disclose her specific salary/bonus. The following reflects KMI’s executive compensation framework that applies to executive officers, including Ms. James.
| Component | 2024/2025 Policy Details |
|---|---|
| Base salary philosophy | Below-market base salary with emphasis on incentive pay . |
| Salary caps / levels | Exec base salary cap was $500k (2018–2024); raised to $600k effective Jan 2025. Highest exec base salary was $500k in 2024 and $525k in 2025 . |
| Severance | Company-wide severance plan; cap equals six months of base salary (0.5x). Example: at a $500k base, severance would be $250k . |
| Retirement/401(k) | 401(k): company contributes 5% of eligible base; Cash Balance Pension: 4–5% credits based on age/service; vesting and plan details per proxy . |
| Life/AD&D | Company-paid life and AD&D equal to 2x base salary, up to $1.2M (for a $500k base, $1.0M) . |
| Perquisites | No executive perqs; no company cars/allowances; no corporate aircraft or first-class travel payments . |
Performance Compensation
KMI’s executive incentives (including Ms. James) are driven primarily by DCF per share, balance sheet leverage, EHS/operational factors, and project/transaction execution. RSUs vest after three years with a performance condition based on achieving an annualized DCF per share target for any four quarters within the vest window.
- Annual cash bonus plan (executive component): 2024 target DCF/share = $2.26; actual = $2.19; leverage target 3.9x; actual ~4.0x; Compensation Committee set baseline funding at 98% for executive awards (with individual adjustments), and considered backlog growth to $8.1B from $3B and EHS/operational performance .
- Long-term equity (RSUs): three-year cliff vest; performance hurdle is an achievable DCF/share target set each grant cycle; minimum vesting period of 36 months in the plan (10% exception at 12 months); double-trigger change-in-control protection; clawback applies .
Detailed incentive metrics and 2024 outcomes:
| Metric | Target | Actual/Outcome | Notes |
|---|---|---|---|
| DCF per share (2024) | $2.26 | $2.19 | 3.1% below target; primary bonus metric . |
| Net Debt / Adjusted EBITDA | 3.9x | ~4.0x | Balance sheet metric in plan . |
| EHS/Operational | Improve vs 3-yr averages; no significant incidents | Considered by Committee | Qualitative modifiers . |
| Project backlog | n/a (context) | $8.1B YE 2024 (from $3.0B YE 2023) | Considered positively in 2024 awards . |
| Executive pool funding | n/a | 98% baseline (with individual adjustments) | “Slightly above 100%” overall pool; exec baseline 98% . |
KMI RSU design and vesting cadence:
| Feature | Detail |
|---|---|
| Vesting | Three-year cliff vesting; performance-based DCF/share hurdle; dividend equivalents paid on unvested RSUs . |
| Minimum vesting | 36 months under 2021 plan (10% exception at 12 months) . |
| Equity instruments | Company does not use stock options/SARs in current design . |
| CoC treatment | Double-trigger acceleration only (change in control + qualifying termination or not assumed on equivalent terms) . |
| Clawback | Policy updated effective Dec 1, 2023, compliant with NYSE/SEC rules . |
Ms. James’ recent equity activity (Form 4s):
| Date | Transaction | Quantity | Price | Resulting direct holdings | Notes | |---|---:|---:|---:|---| | 7/31/2025 | RSU vest (Class P common) | 51,994 | $0 | — | Settlement of RSUs at scheduled vesting . | | 7/31/2025 | Shares withheld for taxes (F code) | 19,951 | $28.06 | 122,653 | Withholding to satisfy taxes upon vesting . | | 7/15/2025 | RSU grant (derivative) | 46,529 | — | — | Scheduled to vest 7/31/2028, subject to performance . |
Implication for trading pressure: KMI’s executive RSUs commonly vest on/around July 31, creating predictable, non-discretionary “F”-code tax withholdings (not open-market sales). Ms. James’ 7/31/2025 vest included withholding of 19,951 shares at $28.06, a pattern likely to recur around future vest dates .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Direct ownership (post 7/31/2025) | 122,653 Class P common shares . |
| Indirect – spouse | 75 shares (disclaimed) . |
| 401(k) plan | 286 shares . |
| Recent vesting cadence | 51,994 RSUs vested 7/31/2025; 19,951 shares withheld for taxes at $28.06 . |
| Recent award | 46,529 RSUs granted 7/15/2025; scheduled to vest 7/31/2028 (performance-based) . |
| Ownership guidelines | Executive officers must hold stock equal to 2x base salary; 5-year compliance window; retain 50% of net after-tax vested shares until met . |
| Compliance status | As of Jan 2025, all directors/executive officers were compliant or within transition period . |
| Pledging/hedging | Hedging prohibited for directors/executives; pledging generally prohibited except for amounts above ownership guideline or without pecuniary interest . |
No pledging or hedging transactions are disclosed for Ms. James in the 2025 proxy and cited Form 4s .
Employment Terms
| Term | KMI Policy |
|---|---|
| Employment agreements | None for executive officers; pay-for-performance emphasis . |
| Severance plan | Standard plan for all non-union employees; executive benefit capped at six months base salary (0.5x) . |
| Annual bonus CoC | If Mr. Kinder is no longer Chairman at CoC, exec participants deemed to earn 100% of bonus opportunity (or prior determination); paid within 30 days; must be employed on CoC date . |
| Equity CoC | Double-trigger acceleration for RSUs: CoC plus qualifying termination (or non-assumption on equivalent terms); Committee may cash out or accelerate if not assumed . |
| Minimum vesting | Stock plan provides 36-month minimum vesting (10% exception at 12 months) . |
| Clawback | NYSE/SEC-compliant clawback policy effective Dec 1, 2023; equity and cash incentives subject to recovery upon restatement . |
| Insider trading policy | Prohibits hedging; bans standing/limit orders except intra-day or under pre-approved 10b5-1 plans; policy filed as 10-K Exhibit 19.1 . |
Compensation Structure Analysis (pay-for-performance levers)
- Mix and risk: KMI emphasizes incentive pay over fixed salary; long-duration RSUs with performance hurdles encourage longer-term alignment and share retention via dividend equivalents and hold requirements .
- No options, no “stretch” goals: Company intentionally avoids options and super-stretch hurdles to reduce risk-taking; RSUs sized to vest upon achievable DCF/share targets to maintain competitive total compensation and retention .
- Peer benchmarking and target percentile: Targets compensation around 50th percentile of an energy peer group (EOG, OXY, WMB, ET, ENB, PSX, etc.) while considering experience/scope .
- Say-on-pay: 2024 approval exceeded 94%, indicating broad shareholder support for the program .
Performance & Track Record (context for incentives)
| Indicator | 2024 | Notes |
|---|---|---|
| DCF per share | $2.19 | vs $2.26 target; primary metric for bonus and LTI performance condition . |
| Consolidated leverage (Net Debt/Adj. EBITDA) | ~4.0x | vs 3.9x target . |
| Project backlog | $8.1B | Up from $3.0B YE 2023; cited by Committee in bonus funding . |
| Net income | $2.72B | Pay-versus-performance table . |
| TSR ($100 value measure) | $177.77 | Company TSR measure in pay-versus-performance . |
Risk Indicators & Red Flags
- Hedging/pledging: Hedging banned; pledging only permitted above guideline holdings or where no pecuniary interest; broad guideline compliance reported as of Jan 2025 .
- Equity acceleration: Double-trigger CoC mitigates single-trigger windfalls; minimum vesting requirements curb rapid equity turnover .
- Severance economics: Modest severance (0.5x base) reduces parachute risk relative to typical market multiples .
- Insider transactions: Ms. James’ 2025 transactions reflect RSU settlement and tax withholding (F-code), not open-market discretionary selling, but indicate predictable late-July withholding flows around vest dates .
Equity Ownership & Vesting Schedule Detail (Ms. James)
| Item | Amount | Date / Terms |
|---|---|---|
| Direct shares held after vest/withholding | 122,653 | As of 7/31/2025 Form 4 . |
| RSUs vested to common | 51,994 | 7/31/2025 scheduled vest . |
| Shares withheld for taxes | 19,951 at $28.06 | 7/31/2025 withholding (Code F) . |
| New RSU grant | 46,529 | Granted 7/15/2025; scheduled vest 7/31/2028, performance-based . |
| Indirect/spouse | 75 shares | Disclaimed interest . |
| 401(k) holdings | 286 shares | As reported . |
Investment Implications
- Alignment and retention: Ownership guidelines (2x salary for executive officers), three-year performance RSUs with dividend equivalents, and a robust clawback underpin alignment; modest severance and double-trigger CoC provisions limit downside governance risk for shareholders .
- Trading signals: Expect mechanically driven tax-withholding prints near late-July vest dates (not discretionary selling), as evidenced by the 7/31/2025 F-code withholding; these can create short-term flow without signaling negative insider conviction .
- Pay-for-performance sensitivity: With DCF/share as the dominant metric, compensation outcomes for executives (including Ms. James) are most levered to distributable cash flow per share and balance sheet leverage; the 2024 miss (and leverage slightly above target) still yielded near-target funding due to backlog growth and operational/EHS factors .
- Governance posture: High 2024 say-on-pay support (>94%) and absence of option repricing, tax gross-ups, or special executive-only severance suggest low controversy on compensation practices, reducing headline risk .
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