James E. Holland
Vice President and Chief Operating Officer at KINDER MORGAN
Executive
About James E. Holland
James E. Holland (age 62) is Kinder Morgan’s Vice President and Chief Operating Officer, elected in July 2020 after leading Products Pipelines (2017–2020) and Technical Services for Products Pipelines (2012–2017). He has over 25 years at Kinder Morgan and holds bachelor’s degrees in chemistry and biology from New Mexico State University . Company performance metrics during his COO tenure emphasize distributable cash flow (DCF) per share and balance-sheet leverage; KMI’s disclosed DCF per share and net income history is below.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| DCF per share | $2.02 | $2.40 | $2.19 | $2.10 | $2.19 |
| Net Income ($MM) | $180 | $1,850 | $2,625 | $2,486 | $2,720 |
| TSR – $100 initial value | $69.23 | $85.67 | $103.86 | $108.12 | $177.77 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinder Morgan, Inc. | VP (President, Products Pipelines) | Jul 2017–Jul 2020 | Led the Products Pipelines segment operations |
| Kinder Morgan, Inc. | VP, Technical Services – Products Pipelines | 2012–2017 | Technical leadership for pipeline operations and engineering support |
| Kinder Morgan, Inc. | Operations & Engineering roles – Products Pipelines | Pre‑2012 | Progressive operations/engineering responsibility in pipelines |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public external directorships disclosed in proxy filings |
Fixed Compensation
| Component | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $473,077 | $498,077 |
- Kinder Morgan caps executive base salaries (company-wide) at $500,000 from 2018–2024 and increased the cap to $600,000 beginning January 2025 .
- No employment agreements; executives are on standard company terms without special severance arrangements .
Performance Compensation
Annual Incentive (Cash)
| Item | 2023 Target | 2023 Actual | Payout Impact |
|---|---|---|---|
| DCF per share | $2.13 | $2.10 (−1% vs target) | Executive bonus pool baseline funding ~97% |
| Net Debt/Adjusted EBITDA | 4.0x | 4.21x | Considered in pool adjustment |
| EHS/Operational goals | Beat industry incident rates; improve 3‑yr average; no significant incidents | Considered | Qualitative adjustments |
| Holland’s Non‑Equity Incentive ($) | — | — | $660,000 for 2023 |
| Item | 2024 Target | 2024 Actual | Pool Funding |
|---|---|---|---|
| DCF per share | $2.26 | $2.19 (−3.1% vs target) | Executive baseline ~98%; overall slightly above 100% after adjustments |
| Net Debt/Adjusted EBITDA | 3.9x | 4.0x | Considered |
| EHS/Operational goals | As set by Compensation Committee | Achieved goals per committee discussion | Included in funding |
Long‑Term Incentives (RSUs)
| Grant | Grant Date | Units | Vesting | Performance Condition |
|---|---|---|---|---|
| 2023 RSU award | Jul 18, 2023 | 130,209 | Cliff vest Jul 31, 2026 | Annualized DCF per share for any 4 quarters during vesting period at or above committee target (target published post‑vesting) |
| Dividend equivalents on unvested RSUs | 2023 | — | — | $405,826 cash equivalents received in 2023 |
- KMI does not use stock options; none are outstanding as part of current design .
- RSU awards are subject to double‑trigger change‑of‑control protection (requires CoC plus qualifying termination) .
Equity Ownership & Alignment
| Ownership Snapshot (as of Mar 11, 2024) | Shares | % of Class |
|---|---|---|
| Common stock beneficially owned | 407,414 | <1% |
| Unvested RSU Schedule | RSUs | Vest Date |
|---|---|---|
| RSUs (2014–2021 cycles) | 100,172 | Jul 31, 2024 |
| RSUs (2022 cycle) | 108,319 | Jul 31, 2025 |
| RSUs (2023 cycle) | 130,209 | Jul 31, 2026 |
- Stock ownership guidelines: CEO 6x salary; other executive officers 2x salary. All directors/executive officers were in compliance or within the 5‑year transition period as of Jan 2025 .
- Hedging is prohibited for directors/executive officers; pledging is prohibited for required ownership amounts but permitted for holdings in excess of guideline thresholds .
- No pledging or margin disclosure noted for Holland specifically in beneficial ownership footnotes (pledge disclosures are provided for other insiders where applicable) .
Employment Terms
| Topic | Key Provisions |
|---|---|
| Employment agreements | None for executive officers; no special severance arrangements |
| Severance plan | Eligible if role eliminated or terminated other than for cause; capped at six months of base salary (e.g., $250,000 at $500k base in 2023) |
| Annual Incentive Plan – CoC | If CoC and Executive Chairman no longer Chair, executive participants deemed to earn 100% of bonus opportunity unless otherwise set; paid within 30 days if employed on CoC date |
| RSU acceleration | Double‑trigger CoC (plus qualifying termination), or death/disability, certain terminations/RIF, sale of business; pro‑rata vesting at retirement age ≥62 |
| Clawback | NYSE/SEC‑compliant clawback policy effective Dec 1, 2023; equity plan aligned to policy |
| Insider trading policy | Prohibits hedging; restricts standing/limit orders except per approved 10b5‑1 |
Compensation Committee Analysis
| Aspect | Kinder Morgan Practice |
|---|---|
| Pay mix | Emphasis on incentive pay; base salaries generally below market |
| Annual metrics | Primary: DCF per share; supplemental: Net Debt/Adjusted EBITDA, segment EBDA, EHS/operations |
| Long‑term metrics | RSUs with 3‑year cliff vest; DCF per share target designed to be achievable; no “stretch” TSR/price goals |
| Design red flags avoided | No stock options in current design; no perquisites; no tax gross‑ups; independent committee oversight |
Compensation peer group used for benchmarking (unchanged year‑over‑year) includes CenterPoint, ConocoPhillips, Dominion, Duke, Enbridge, Energy Transfer, Enterprise Products Partners, EOG, Marathon Petroleum, NiSource, Occidental Petroleum, ONEOK, Phillips 66, Plains All American, Sempra, Southern, Targa Resources, TC Energy, Valero, Williams .
Say‑on‑Pay: 2024 approval rate over 94%, indicating investor support for compensation practices .
Investment Implications
- Alignment and retention: Holland’s pay is primarily at risk and equity‑linked (RSUs with dividend equivalents), with policy protections (clawback, hedging ban) and ownership requirements (≥2x salary) that reinforce long‑term alignment; no employment agreement or enhanced severance lowers entrenchment risk .
- Vesting calendar and potential selling pressure: Approximately 339,700 RSUs are scheduled to vest across 2024–2026 (100,172 in 2024; 108,319 in 2025; 130,209 in 2026), creating potential supply events if shares are sold to cover taxes or portfolio reasons; however, guidelines require retention until compliance thresholds are met .
- Change‑of‑control economics: RSUs have double‑trigger acceleration (requires CoC plus qualifying termination), and annual cash bonus has structured CoC treatment tied to board leadership status; severance capped at six months base salary—limiting golden‑parachute cost and reducing event‑risk overhang .
- Governance quality: No options, no perqs, no tax gross‑ups, strong clawback, and high say‑on‑pay support (>94%) suggest shareholder‑friendly design; metrics focused on DCF/leverage keep incentives tied to controllable drivers .
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