Dax A. Sanders

About Dax A. Sanders

Dax A. Sanders is Vice President (President, Products Pipelines) at Kinder Morgan, Inc., serving in this role since July 2020; he is 50 years old and joined Kinder Morgan in 2000 after earning an MBA from Harvard Business School and master’s and bachelor’s degrees in accounting from Texas A&M University . Prior roles include EVP & Chief Strategy Officer (2018–2020), VP Corporate Development (2013–2018), and CFO/Director of Kinder Morgan Canada Limited (2017–2019), with earlier finance and corporate development leadership across Kinder Morgan’s Canada and Corporate Development groups . Company performance metrics tied to compensation emphasize DCF per share (2024 actual $2.19 vs target $2.26) and leverage (2024 Net Debt/Adjusted EBITDA 4.0x vs target 3.9x); Kinder Morgan’s five-year cumulative TSR is 78% vs 112% for the Alerian Midstream Energy Index, framing pay-for-performance alignment and relative market context . The company’s project backlog expanded materially from $3.0B at YE2023 to $8.1B at YE2024, which the Compensation Committee cited among factors supporting annual bonus funding slightly above 100% in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan, Inc.	Vice President (President, Products Pipelines)	Jul 2020–Present	Leads Products Pipelines segment; segment EBDA considered in annual incentive determinations
Kinder Morgan, Inc.	Executive Vice President & Chief Strategy Officer	Apr 2018–Jul 2020	Corporate strategy and capital allocation leadership
Kinder Morgan, Inc.	Vice President, Corporate Development	Mar 2013–Apr 2018	M&A and portfolio development; VP in Corporate Development since 2009
Kinder Morgan Canada group	Vice President of Finance	2006–2009	Finance leadership for Canadian operations
Kinder Morgan companies	Finance/Business Development roles	2000–2006	IR, Natural Gas Pipelines, Products Pipelines; two-year period attending business school

External Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan Canada Limited (KML)	Director and Chief Financial Officer	Apr 2017–Dec 2019	Oversight of public subsidiary; governance and capital markets responsibilities
KMR / EPB GP (formerly public subs)	Vice President, Corporate Development / GP leadership	Mar 2013–Nov 2014 (KMR); Mar 2013–Jan 2015 (EPB GP)	Corporate development and general partner governance

Fixed Compensation

Metric	2022	2023	2024
Salary ($)	473,077	498,077	500,000
Stock Awards ($)	1,875,002	2,250,012	2,400,019
Non-Equity Incentive Plan Compensation ($)	688,000	675,000	725,000
Change in Pension Value ($)	—	37,380	11,245
All Other Compensation ($)	15,250	16,500	17,250
Total ($)	3,051,329	3,476,969	3,653,514

Annual Incentive Plan Parameter	2023	2024
Target Bonus ($)	725,000	725,000
Maximum Bonus ($)	1,087,500	1,087,500

Note: Target bonus equals $725,000 vs base salary $500,000, implying ~145% of salary based on disclosed amounts .

Performance Compensation

RSU Grant Detail	Grant Date	Shares (#)	Grant Date Fair Value ($)	Cliff Vest Date	Performance Condition
Annual RSU Award	7/18/2023	130,209	2,250,012	7/31/2026	Achievable DCF per share target; vest if annualized DCF per share meets target for any four quarters in the 3-year period
Annual RSU Award	7/16/2024	118,578	2,400,019	7/31/2027	Achievable DCF per share target; consistent with budget; target published after vest

Incentive Metric	2023 Target	2023 Actual	2024 Target	2024 Actual	Notes
DCF per share	$2.13	$2.10	$2.26	$2.19	Primary financial metric for annual bonus and RSU vesting
Net Debt / Adjusted EBITDA (x)	4.0x	4.21x	3.9x	4.0x	Considered by Compensation Committee in bonus funding
Adjusted Segment EBDA (Products Pipelines)	N/D	N/D	N/D	N/D	Considered qualitatively for segment presidents
EHS / Operational Goals	N/D	N/D	N/D	N/D	Incident rates/improvements; no significant incidents

Annual Incentive Outcome (Dax)	2023	2024
Non-Equity Incentive Paid ($)	675,000	725,000

Stock Vested During 2024	Shares Acquired on Vesting (#)	Value Realized ($)
Dax A. Sanders	85,862	1,814,264

Equity Ownership & Alignment

Ownership Item	Detail
Beneficial Common Shares	256,069; less than 1% of class (2,222,049,457 shares outstanding as of Mar 17, 2025)
Shares Pledged	256,069 shares pledged as collateral for an undrawn line of credit as of Mar 3, 2025 (pledging permitted only for holdings above guideline minimums)
RSUs Outstanding at FY2024 Year-End	357,106 RSUs; market value $9,784,704 at $27.40 per share
Scheduled RSU Vesting	108,319 on 7/31/2025; 130,209 on 7/31/2026; 118,578 on 7/31/2027; each subject to performance goals
Dividend Equivalents Received	2022: $393,511; 2023: $375,770; 2024: $414,924
Stock Ownership Guidelines	Executive officers: 2x base salary; compliance required within five years; retain 50% of net shares until met
Compliance Status	As of Jan 2025, all directors and executive officers are in compliance or within transition period
Hedging / Pledging Policy	Hedging prohibited; pledging prohibited except for shares above guideline minimums or non-pecuniary interests

Employment Terms

Term	Details
Employment Agreement	No employment agreements or special severance arrangements; executives covered under same severance plan as non-union employees
Severance	Severance payments capped at six months of annual base salary
Change-in-Control	RSU awards under 2021 Stock Incentive Plan subject to “double-trigger” (CIC plus qualifying termination) for accelerated vesting; Committee discretion on treatment if awards not assumed/substituted
RSU Termination Provisions	Accelerated vesting for death/disability/involuntary termination under specified conditions; pro-rata vesting on retirement at age 62+
Minimum Vesting Periods	Stock Incentive Plan minimum vesting 36 months; up to 10% exception at minimum 12 months; minimums not applicable upon CIC
Clawback Policy	Executive compensation clawback policy updated effective Dec 1, 2023 to comply with NYSE/SEC rules
Insider Trading Policy	Prohibits hedging instruments and standing/limit orders (except intra-day or approved 10b5-1 plans)
Peer Group & Target Percentile	Compensation benchmarked to energy peers; objective is ~50th percentile of peer total compensation, adjusted for role scope/experience
2024 Bonus Pool Funding Context	Committee baseline executive funding ~98%; factors included DCF, leverage, EHS/operations, and project backlog growth to $8.1B

Investment Implications

Pay mix skews to equity via three-year cliff-vesting RSUs conditioned on achievable DCF per share targets; this design ties outcomes to distributable cash flow and supports retention, but the Committee explicitly avoids “stretch” goals, moderating upside leverage versus high-performance regimes .
Clear vesting calendar concentrations (July 31, 2025/2026/2027) and dividend equivalents create predictable insider supply events; monitor Form 4 activity and any Rule 10b5-1 plans around these dates for potential selling pressure signals .
Pledging of 256,069 directly owned shares is a governance red flag; the line is undrawn, which lowers immediate forced-sale risk, but pledging can amplify downside exposure in adverse markets—note KMI’s policy allows pledging above guideline minimums .
Severance economics are modest (six months’ salary) and CIC equity acceleration is double-trigger only, which reduces windfall risk and aligns with investor-preferred governance; retention for Sanders is principally driven by unvested RSUs and role scope rather than guaranteed cash .
Performance focus on DCF per share and leverage aligns with midstream cash generation and balance sheet priorities; watch progress on leverage (target 3.9x vs 4.0x actual in 2024) and the enlarged $8.1B backlog for execution and segment EBDA growth in Products Pipelines .