Kevin Grahmann

About Kevin Grahmann

Kevin Grahmann, age 42, is Vice President, Corporate Development at Kinder Morgan, Inc. (KMI). He was elected to this role in July 2020 after joining KMI’s Corporate Development group in 2012 and becoming a Vice President within the group in July 2017. Prior roles include business development and corporate development positions at El Paso Corporation (EP) and Exterran, and investment banking at J.P. Morgan; he holds an MBA from the University of Chicago Booth School of Business and a BA in Economics from Rice University . Company performance metrics used to align executive pay include Distributable Cash Flow (DCF) per share, leverage (Net Debt-to-Adjusted EBITDA), EHS/operational goals, and segment EBDA; in 2024 KMI delivered DCF/share of $2.19 vs a $2.26 target and Net Income of $2.72B, with a TSR value of $177.77 for an initial $100 over the Item 402(v) window .

Past Roles

External Roles

Fixed Compensation

• KMI pays executive base salaries below market with heavy emphasis on incentive pay; the executive base salary cap was $500,000 in 2024 and raised to $600,000 effective Jan 2025 (highest base salary for any executive officer: $500,000 in 2024; $525,000 in 2025). Individual salaries for Mr. Grahmann are not disclosed .
• No employment agreements or executive perquisites (no company cars, first-class travel, financial planning, or corporate aircraft), and no tax gross-ups; executives are covered by standard employee benefits (401(k), cash balance pension, life/AD&D) .

Performance Compensation

• Annual Incentive Plan (AIP): Executive bonuses are driven primarily by DCF/share targets, with supplemental objectives for leverage, EHS/operations, and segment EBDA; segment presidents also have Adjusted Segment EBDA modifiers. For 2024, the target DCF/share was $2.26, leverage target 3.9x; actuals were $2.19 and 4.0x, respectively. The Compensation Committee funded the executive bonus pool baseline at 98%, with individual adjustments based on performance. Ms. Dang waives AIP participation; application to individual non-NEO executives (including Mr. Grahmann) follows standard plan terms but individual payouts are not disclosed .
• Long-term incentives: RSUs with three-year cliff vesting and a “reasonably achievable” DCF/share performance hurdle (any four quarters within vesting period). 2024 named executive awards vest July 31, 2027; executives receive dividend equivalents on unvested RSUs. While Mr. Grahmann’s grant detail is not individually disclosed, executive officers other than named executives held an aggregate 1,385,770 RSUs scheduled to vest from July 2025 through July 2027, subject to performance .

Detailed 2024 incentive metrics and outcomes:

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; all other executive officers 2x salary; must retain 50% of net shares until compliant; expected to comply within five years. As of Jan 2025, all directors and executive officers were compliant or within the transition period. Individual compliance status for Mr. Grahmann is not specifically reported, but the company states all execs meet or are within the window .
• Hedging prohibited; standing/limit orders restricted (except pre-approved Rule 10b5-1). Pledging and margin accounts are prohibited except for holdings exceeding guideline minimums or without pecuniary interest; no pledges by Mr. Grahmann are disclosed in the proxy .
• Beneficial ownership: The proxy presents detailed holdings for directors and named executive officers and group totals; no individual line item for Mr. Grahmann is disclosed. Directors and executive officers as a group hold 282,910,791 shares (12.73%); ownership % is based on 2,222,049,457 shares outstanding as of Mar 17, 2025 .

Employment Terms

• Severance: Executives (including Mr. Grahmann) are covered by the Kinder Morgan Severance Plan—eligible upon job elimination without suitable offer or termination other than for cause; payments are capped at 6 months of base salary. Illustrative 2024 amounts for named executive officers were $250,000 for a Dec 31, 2024 trigger; plan terms apply equally to executives .
• Change in control: AIP provides specified payments if a change in control occurs and Mr. Kinder ceases to be Chairman—executive component deemed at 100% unless previously adjusted; paid within 30 days if employed at CoC. “Change in Control” is defined consistently across AIP and the 2021 Stock Incentive Plan .
• Equity awards: RSUs have double-trigger acceleration (CoC plus qualifying termination); also accelerate upon death, disability, involuntary termination without cause due to reorg/RIF, agreed vesting, or sale/discontinuation of a unit. Retirement at age 62+ provides pro-rata vesting based on full years from grant. The plan includes clawback provisions aligned with NYSE/SEC rules (policy adopted Dec 1, 2023) .
• No employment agreements; compensation overseen by independent Compensation Committee; no compensation consultant retained in 2024 .

Performance & Track Record (Company-Level)

• 2024 context: Despite a slight DCF/share miss vs target ($2.19 vs $2.26) and leverage of 4.0x vs a 3.9x target, KMI expanded its project backlog from $3.0B at YE 2023 to $8.1B at YE 2024, which the Committee considered in AIP funding decisions (baseline 98% for executives) .

Governance, Policies, and Signals

• Stock Incentive Plan requires minimum vesting of 36 months (10% exception at 12 months) and includes double-trigger CoC provisions; annual equity grants typically considered in July .
• Say-on-Pay: 94% approval at the 2024 Annual Meeting, indicating shareholder support for compensation design .
• Clawback and insider trading policies: Executives prohibited from hedging; 10b5-1 plans must be pre-approved; clawback complies with NYSE/SEC .
• Compensation peer group and market positioning: Target around 50th percentile, with adjustments for experience, time in role, and scope; peer group includes large energy companies (e.g., Enbridge, Williams, Phillips 66, Energy Transfer) .

Investment Implications

• Alignment: Mr. Grahmann’s incentive pay is tied to DCF/share, leverage, and operational/EHS outcomes, with RSUs that vest on three-year cliffs and carry dividend equivalents—strong owner-operator alignment and retention via multi-year vesting .
• Retention risk: Absence of employment agreements and capped severance may modestly elevate mobility risk, but double-trigger RSU protections and ownership guidelines support retention; 2023-adopted clawback strengthens governance discipline .
• Selling pressure: No Form 4 transactions for Mr. Grahmann are disclosed in the proxy, and the insider-trades API was inaccessible during this analysis; absence of disclosed pledging by Mr. Grahmann reduces near-term forced selling risk (company permits pledging only above ownership minimums) .
• Pay-for-performance: Slight under-target DCF/share in 2024 still yielded near-target bonus pool funding, reflecting Committee discretion and backlog growth; equity awards emphasize long-term DCF/share achievement rather than stock-price “stretch” goals, reducing short-term gaming and volatility incentives .