David P. Michels

About David P. Michels

David P. Michels (age 46) is Kinder Morgan’s Vice President and Chief Financial Officer, serving since April 2018; he previously led Finance and Investor Relations and joined KMI in 2012 after investment banking roles at Barclays and Lehman Brothers. He holds an MBA from the University of Chicago Booth School of Business and a BBA in Finance from the University of Texas at Austin . KMI’s executive incentive architecture centers on Distributable Cash Flow (DCF) per share, leverage, and EHS/operational performance; in 2024 KMI achieved DCF/share of $2.19 vs a $2.26 target and ended 2024 at 4.0x Net Debt/Adjusted EBITDA vs a 3.9x target, shaping annual bonus funding and payouts including Michels’ bonus . For broader performance context, KMI’s “Pay vs. Performance” TSR index shows a value of $177.77 for an initial $100 investment as of 2024, alongside 2024 net income of $2.72B and DCF/share of $2.19, framing the compensation-performance linkage KMI emphasizes .

Past Roles

Organization	Role	Years	Strategic impact
Kinder Morgan, Inc.	Vice President & CFO	Apr 2018 – Present	Principal financial and accounting officer; CFO certifications and SEC signatory on filings .
Kinder Morgan, Inc.	VP, Finance & Investor Relations	Mar 2013 – Apr 2018	Led finance and IR; supported capital markets and investor communications .
Kinder Morgan, Inc.	VP, Finance	Jun 2012 – Mar 2013	Corporate finance leadership post KMI’s EP acquisition period .
El Paso Pipeline GP Company, L.L.C.	Chief Financial Officer	2013 – 2014	CFO of GP of El Paso Pipeline Partners (former public sub) .

External Roles

Organization	Role	Years	Strategic impact
Barclays (Investment Bank)	Energy Investment Banking	Pre-2012	M&A and capital raising advisory to energy companies .
Lehman Brothers	Energy Investment Banking	Pre-2012	M&A and capital raising advisory to energy companies .

Fixed Compensation

Year	Base Salary ($)	Notes
2024	500,000	KMI capped executive base salaries at $500k in 2018–2024; cap raised to $600k in Jan 2025 (highest 2025 salary across execs is $525k) .

Performance Compensation

Annual Incentive (Cash Bonus)

Metric/Opportunity	2024 Target	2024 Actual / Outcome	Payout mechanics
Target bonus opportunity ($)	750,000	—	Individual NEO target set by Comp Committee .
Max bonus opportunity ($)	1,125,000	—	150% of target if goals exceeded .
DCF per share	$2.26	$2.19	Primary driver for pool funding .
Consolidated leverage (Net Debt/Adj. EBITDA)	3.9x	4.0x	Supplemental target .
EHS & operational goals	Qualitative	Met/considered	Safety/incident-rate objectives considered .
Funding baseline (executive component)	—	98%	With individual adjustments based on performance .
Michels actual bonus ($)	—	735,000	Awarded for 2024 performance .

Long-Term Incentive (Equity)

Grant date	Instrument	Shares Granted (#)	Grant-date FV ($)	Vesting	Performance condition	Dividend equivalents
7/16/2024	RSUs	118,578	2,400,019	Cliff vest 7/31/2027 (3 years), subject to continued service	Achieve an annualized DCF/share target over any four quarters in the 3-year period (target tied to budget/estimates; disclosed post-vesting)	Receives quarterly dividend equivalents on unvested RSUs; Michels received $355,637 in 2024 across outstanding RSUs .

KMI does not use options or TSR-linked “stretch” equity; equity is designed to be achievable to drive ownership alignment and retention while avoiding risk-taking incentives .

Stock Vested in 2024

Vest event	Shares vested (#)	Value realized ($)	Notes
7/31/2024	57,241	1,209,502	2021 RSUs vested at $21.13; DCF/share vesting hurdle was $2.00 annualized met during 3-year window .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (common)	146,468 shares as of March 17, 2025 (record date) .
Ownership as % of outstanding	~0.0066% (146,468 ÷ 2,222,049,457 shares outstanding) based on record-date shares .
Unvested RSUs (scheduled)	86,656 (vest 7/31/2025); 121,528 (vest 7/31/2026); 118,578 (vest 7/31/2027); each subject to performance .
Outstanding RSUs (12/31/2024)	326,762 RSUs, market value $8,953,279 at $27.40/share .
Ownership guidelines	2x base salary for executive officers; comply within 5 years; as of Jan 2025, all exec officers were compliant or in their 5-year window .
Pledging/Margin policy	Prohibits pledging/margin for guideline-required holdings; allows pledging of excess holdings; no Michels pledging disclosed .
Hedging policy	Hedging of KMI securities prohibited for directors and executive officers (and household) .

Vesting cadence implies potential liquidity windows around July 31, 2025–2027 vest dates; KMI permits pre-approved 10b5-1 plans and prohibits standing/limit orders except intra-day or under 10b5-1, moderating trading-pressure optics .

Employment Terms

Employment agreements: None; KMI does not maintain individual executive employment agreements .
Severance: Covered under the broad employee severance plan; capped at six months of base salary (e.g., $250,000 if terminated on 12/31/2024, based on $500k salary) .
Change-in-control (CIC) – Annual Incentive Plan: If CIC occurs and Executive Chairman is no longer Chairman at CIC, executive participants deemed to earn 100% of bonus opportunity unless otherwise determined; paid within 30 days if employed at CIC .
CIC – Equity awards: Double-trigger acceleration (CIC plus qualifying termination) for RSUs; if awards not assumed by acquirer on substantially equivalent terms, committee may accelerate or cash-out awards .
Clawback: NYSE/SEC-compliant clawback policy effective Dec 1, 2023; applicable to cash and equity .
Perquisites, gross-ups: No executive perquisites; no tax gross-ups; no special severance plans .

Compensation Structure Analysis

Cash vs equity mix: 2024 compensation for Michels weighted to at-risk pay: $500k salary, $735k bonus, $2.4M RSUs; dividend equivalents of $355,637 reflect KMI’s policy to align with shareholder dividends on unvested RSUs .
Metric design: Heavy emphasis on DCF/share and leverage (controllable metrics) rather than TSR; 2024 DCF/share below target, but committee funded executive pool at 98% baseline with individual adjustments considering backlog growth to $8.1B and leverage/EHS outcomes .
Options vs RSUs: KMI does not use options currently; equity is RSU-only with three-year cliff vesting and performance hurdle—reducing re-pricing risk and “underwater” option pressures .
Governance and investor feedback: 2024 Say-on-Pay approval exceeded 94%, indicating strong shareholder support for program design .

Company Performance During Tenure (context)

Kinder Morgan revenues and EBITDA since Michels became CFO (FY 2018–FY 2024):

Metric	FY 2018	FY 2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($, mm)	13,942*	13,009*	11,509*	16,471*	19,042*	15,157*	14,873*
EBITDA ($, mm)	6,258*	6,267*	5,610*	6,628*	6,201*	6,455*	6,630*

Values retrieved from S&P Global (S&P Capital IQ). Figures with an asterisk (*) are from S&P Global and not directly cited from company documents.

Notes:

CFO tenure began April 2018 .
KMI’s Pay vs. Performance disclosure for 2024 shows TSR index value $177.77, peer TSR $212.45, net income $2,720mm, and DCF/share $2.19 .

Say-on-Pay, Peer Group, and Committee Process

Say-on-Pay: 2024 approval rate >94% .
Peer group and market positioning: Compensation benchmarked to a peer set including Enterprise Products, Williams, ONEOK, Targa, Energy Transfer, Enbridge, TC Energy, and large-cap energy utilities/majors; target around 50th percentile, with adjustments for role/experience .
Committee oversight: Independent Compensation Committee sets targets and awards; no compensation consultant retained in 2024; clawback administered per policy .

Risk Indicators & Red Flags

Pledging: Policy restricts pledging for required holdings; no Michels pledging disclosed; some other insiders disclose pledging/margin (e.g., certain directors/executives), but not Michels .
Repricing: No option usage and no repricing of equity awards; RSUs only .
Related-party transactions: Transactions over $120k require Audit Committee approval; no Michels-specific related-party disclosure identified in 2025 proxy .
Legal/investigations: No material legal proceedings involving directors/officers disclosed .
Clawback: Robust policy in place .

Expertise & Qualifications

Education: MBA, University of Chicago Booth; BBA Finance, University of Texas .
Technical/finance: Extensive capital markets/M&A background; SEC principal financial and accounting officer signatory across 8‑K/10‑Q/S‑3 filings (indicative of CFO accountability for controls/reporting) .
Tenure/continuity: ~7 years as CFO (through 2025), providing stability across cycles .

Equity Vesting & Potential Selling Pressure

Scheduled vest dates: 7/31/2025 (86,656 RSUs), 7/31/2026 (121,528 RSUs), 7/31/2027 (118,578 RSUs), subject to performance .
Liquidity considerations: Dividend equivalents provide ongoing cash flows on unvested RSUs; trading governed by policy (e.g., 10b5‑1 plans) .

Employment Terms (Severance & CIC Economics) — Summary Table

Provision	Key terms
Severance	6 months base salary cap (e.g., $250,000 at $500k salary) under broad-based plan .
CIC – Annual Incentive Plan	If CIC occurs and Executive Chairman is not Chairman at CIC, executives deemed to earn 100% bonus unless otherwise determined; paid within 30 days; must be employed at CIC to receive .
CIC – Equity (RSUs)	Double-trigger (CIC + qualifying termination) for acceleration; if not assumed on substantially equivalent terms, Committee may accelerate or cash-out .
RSU acceleration value (12/31/2024)	Michels: $8,953,279 (326,762 RSUs × $27.40) .
Clawback	NYSE/SEC-compliant (effective Dec 1, 2023) .
Hedging/pledging	Hedging prohibited; pledging/margin restricted as noted above .

Investment Implications

Alignment: High equity mix via RSUs with DCF/share hurdles and dividend equivalents aligns incentives to cash generation and balance sheet discipline; limited fixed pay and no perquisites reinforce pay-for-performance .
Retention and cadence: Three-year cliff RSU cycles with sizeable unvested balances through 2027, plus dividend equivalents, support retention; expect potential liquidity windows around late-July vesting dates, typically managed under 10b5‑1 plans .
Risk posture: No options and no repricing mechanics reduce risk of incentive to pursue high-volatility outcomes; double-trigger CIC protects shareholders against single-trigger windfalls .
Governance signals: Strong Say-on-Pay support (>94%), clawback policy, and conservative severance (6 months) are shareholder-friendly; lack of employment agreement reduces entrenchment risk .
Ownership: Direct common ownership is modest (~0.0066% of outstanding), but meaningful RSU stack ($8.95M at YE 2024) plus dividend equivalents and ownership guidelines mitigate alignment concerns; no Michels pledging disclosed .

Footnotes:

Company performance table values marked with an asterisk (*) are from S&P Global (Capital IQ). Values retrieved from S&P Global.