John W. Schlosser

About John W. Schlosser

John W. Schlosser is Vice President (President, Terminals) at Kinder Morgan, Inc. (KMI). He was elected to this role in December 2014, has more than 40 years of experience in commodity transportation and logistics, and holds a bachelor’s degree from Miami University (Oxford, Ohio) . He is 62 years old and has served at Kinder Morgan since 2001 (joining via KMI’s acquisition of GATX U.S. pipeline and terminal assets) . Company performance metrics used for pay and evaluation emphasize distributable cash flow (DCF) per share and leverage; KMI reported DCF/share of $2.19 in 2024 (vs. $2.26 target) and a Net Debt-to-Adjusted EBITDA of 4.0x (vs. 3.9x target), and the pay-versus-performance table shows KMI TSR “value of $100” at 177.77 in 2024 versus 212.45 for the peer group .

Past Roles

Organization	Role	Years	Strategic impact
Kinder Morgan, Inc.	Vice President (President, Terminals)	Elected Dec 2014 – present	Leads KMI’s Terminals segment; long-tenured commercial and operational leadership .
Kinder Morgan Canada Limited (KML)	President (also President, Terminals of KML)	Aug 2018 – Dec 2019; President, Terminals since KML IPO (May 2017)	Led Canadian terminals and public subsidiary leadership through post-IPO period until acquisition by Pembina in Dec 2019 .
Kinder Morgan, Inc.	Senior Vice President & Chief Commercial Officer, Terminals	2010	Commercial leadership for Terminals group .
Kinder Morgan, Inc.	Vice President of Sales & Business Development, Terminals	2001 – 2010	Led sales and BD after joining via KMI’s purchase of GATX assets .
GATX Corporation	Vice President of Sales	Pre-2001	Commercial leadership prior to asset sale to KMI .

External Roles

None disclosed in the proxy statement beyond KML service noted above .

Fixed Compensation

Year	Base salary ($)	Pension change ($)	All other compensation ($)	Notes
2024	500,000	27,503	45,118	“All other” includes 401(k) contributions and a $27,868 make-whole cash payment reflecting dividend equivalents timing on his Oct-2024 RSU grant .
Policy	—	—	—	Executive base salaries historically capped at $500k (2018–2024); cap raised to $600k beginning 2025 (highest 2025 exec base salary is $525k) .

Performance Compensation

Annual incentive design: primary metric is DCF per share; supplemental objectives include consolidated leverage (Net Debt-to-Adjusted EBITDA), EHS/operational performance, and segment presidents’ Adjusted Segment EBDA versus budget; individual performance can adjust payouts .
2024 company results vs goals: DCF/share $2.19 vs $2.26 target; leverage 4.0x vs 3.9x target; Compensation Committee funded slightly above 100% with a 98% executive baseline, citing a project backlog increase from $3.0B to $8.1B and EHS/operations; text also refers to “achievement of the consolidated leverage ratio target” in its qualitative discussion .

Component	Metric / Target	Actual	2024 Payout	Vesting / Terms
Annual cash bonus (AIP)	Target opportunity $700,000; Threshold/Max per plan schedule	DCF/share $2.19 vs $2.26; leverage 4.0x vs 3.9x; qualitative factors considered	725,000	Paid under AIP for 2024 performance; executive baseline 98% with individual adjustments .
Long-term equity (RSUs) – 2024 grant	RSUs subject to 3-year cliff vest and an undisclosed DCF/share hurdle achievable in any four quarters of the period	—	Grant-date fair value $2,400,012	96,931 RSUs granted 10/15/2024, scheduled to vest 7/31/2027, subject to continued service and performance; dividend equivalents accrue pre-vesting .

Equity Ownership & Alignment

Category	Detail
Direct/beneficial ownership	220,681 common shares (<1% of outstanding) .
Shares outstanding (record date)	2,222,049,457 (for % context) .
Unvested RSUs (12/31/2024)	480,498 RSUs scheduled to vest 1/31/2025; 28,886 RSUs scheduled to vest 7/31/2025; 96,931 RSUs scheduled to vest 7/31/2027 (all performance-vested) .
Market value of unvested RSUs (12/31/2024)	$16,613,031 (shares × $27.40 closing price) .
Dividend equivalents (2024)	$611,112 on unvested RSUs (supplemental disclosure) .
Hedging/pledging	Hedging prohibited; pledging disallowed except for holdings above ownership guideline or non-pecuniary interests. Schlosser has pledged his direct holdings via a margin account, with no loans outstanding as of Mar 3, 2025 .
Ownership guidelines	2x base salary for executive officers; 5-year compliance horizon; retain 50% of net shares until met; all executives in compliance or within transition period as of Jan 2025 .
Option exposure	KMI does not use stock options; none outstanding .

Vesting Schedule Detail

Grant/award	Vest date	Shares	Notes
2018 multi-year award	1/31/2025	480,498	Vested after the 2024 fiscal year; no 2024 vesting for Schlosser .
2021 award	7/31/2025	28,886	Performance-vested RSUs .
2024 award	7/31/2027	96,931	Granted 10/15/2024; 3-year cliff vest; DCF/share hurdle for any four quarters in the period; dividend equivalents accrue .

Employment Terms

Topic	Key terms
Employment agreement	None; KMI has no executive employment agreements .
Severance plan	Company-wide plan; capped at 6 months base salary. For a 12/31/2024 qualifying separation, Schlosser would receive $250,000 (26 weeks × $500,000 base) .
Change-in-control – AIP	If a Change in Control occurs and Mr. Kinder is no longer Chairman, executive AIP participants are deemed to have earned 100% of the bonus opportunity (unless the committee set a different percentage); paid in cash within 30 days, employment on the CiC date required .
Change-in-control – RSUs	Double-trigger: vesting accelerates only if a qualifying termination without cause or for good reason occurs within 24 months after a Change in Control; committee can also assume/substitute/settle awards per plan terms .
Estimated equity acceleration (12/31/2024)	$16,613,031 if vesting accelerated upon a qualifying trigger on 12/31/2024 .
Clawback policy	NYSE/SEC-compliant clawback adopted Dec 1, 2023; equity under 2021 plan subject to clawback .
Death/disability coverage	Company-paid basic life and AD&D equal to 2× base salary (capped; $1,000,000 in 2024) . Special agreement: if death/disability occurs during 7/15/2025–July 2027 long-term incentive cycle, a cash payment starting at $4,000,000 on 7/15/2025, declining annually to July 2027, is provided; “disability” defined by KMI’s LTD plan .
Retirement plans	Cash Balance Pension present value $299,434 (12/31/2024) .
Savings plan values (if terminated 12/31/2024)	401(k) vested balance $1,153,119; Cash Balance lump sum $310,078 (assuming commencement 1/1/2025) .

Compensation Structure Analysis

Pay mix and philosophy: Base salaries intentionally below market with majority of total compensation at risk via annual bonus and 3-year performance-vested RSUs; no options/perquisites; CEO and all executives subject to stock ownership guidelines; clawback in force .
2024 outcomes: Despite missing DCF/share and leverage targets, executive bonus pool funded slightly above 100% (executive baseline 98%) reflecting backlog growth and qualitative EHS/operational factors; Schlosser’s bonus was $725,000 vs a $700,000 target, and he received a standard $2.4M RSU grant in Oct 2024 with 2027 cliff vesting and a DCF/share hurdle .
Peer benchmarking: KMI targets ~50th percentile of energy peers for total compensation with adjustments for role and experience; peer group includes large U.S. and Canadian energy names (e.g., ENB, EPD, OKE, WMB, PSX, VLO) .
Say-on-Pay support: Over 94% approval at the 2024 Annual Meeting, indicating broad shareholder support for compensation practices .

Performance & Track Record

Metric	2021	2022	2023	2024
DCF per share ($)	2.40	2.19	2.10	2.19
KMI TSR – $100 initial value	85.67	103.86	108.12	177.77
Peer group TSR – $100 initial value	106.08	128.92	147.00	212.45
Net Income ($mm)	1,850	2,625	2,486	2,720

Notes:

2024 bonus calibration used a DCF/share target of $2.26 and a leverage target of 3.9x; actuals: $2.19 and 4.0x, respectively .
No Schlosser equity vested in 2024; his 2018 multi-year award vested on Jan 31, 2025 .

Risk Indicators & Red Flags

Pledging/margin: Schlosser’s direct holdings are pledged under a margin account, though no loans were outstanding as of March 3, 2025; KMI policy allows pledging only above ownership minimums or where no pecuniary interest exists; hedging is prohibited .
Change-in-control equity overhang: Potential acceleration value of $16.6 million as of 12/31/2024 is meaningful, though subject to double-trigger protections .
Discretionary elements: Committee-funded bonuses slightly above 100% despite financial target misses; rationale cited includes backlog and qualitative EHS/operational factors .

Equity Ownership & Alignment (Quantitative Summary)

Item	Amount/Status
Shares beneficially owned	220,681 shares (<1%) .
Unvested RSUs (12/31/2024)	606,315 total by tranches: 480,498 (vest 1/31/2025), 28,886 (vest 7/31/2025), 96,931 (vest 7/31/2027) .
2024 dividend equivalents on RSUs	$611,112 .
Ownership guidelines	2× salary; in compliance as of Jan 2025; must retain 50% of net shares until guideline met .
Hedging/pledging	Hedging prohibited; limited pledging permitted; direct holdings pledged (no loans outstanding as of 3/3/2025) .

Employment & Contracts (Quantitative Summary)

Item	Amount/Term
Severance plan (company-wide)	Up to 6 months base salary; $250,000 at 12/31/2024 base .
RSU acceleration (if triggered on 12/31/2024)	$16,613,031 .
AIP CiC payout (if Kinder no longer Chair)	Deemed 100% of opportunity for executive participants .
Life/AD&D (company-paid)	$1,000,000 in 2024 (2× $500,000 base) .
Special death/disability benefit	$4,000,000 beginning 7/15/2025, declining annually through July 2027 .
Pension present value (12/31/2024)	$299,434 .
401(k) vested balance (if terminated 12/31/2024)	$1,153,119 .
Cash Balance lump sum (if terminated 12/31/2024)	$310,078 .

Investment Implications

Alignment and retention: Heavy use of 3-year, performance-vested RSUs, robust stock ownership guidelines, and a clawback policy indicate strong long-term alignment; absence of employment agreements and capped severance (0.5× salary) limit shareholder exposure to separation costs .
Near-term supply/vesting considerations: A large multi-year RSU vested on 1/31/2025 and additional tranches vest on 7/31/2025 and 7/31/2027; while KMI discourages hedging and restricts pledging, the existence of a margin pledge (with no outstanding loans) is a monitoring point for potential selling pressure around open windows .
Pay-for-performance calibration: Despite misses on key 2024 financial targets, the committee funded bonuses slightly above 100% citing backlog growth and EHS/operational performance—investors should monitor whether qualitative adjustments persist if financial underperformance continues .
Change-in-control economics: Equity uses double-trigger acceleration; estimated RSU acceleration value ($16.6M) is sizable but appropriately conditioned on termination, reducing windfall risk in a strategic transaction .
Governance support: Say-on-pay approval above 94% and no use of options or executive perquisites point to shareholder-friendly design and reduced risk-taking incentives .