Kimberly A. Dang

About Kimberly A. Dang

Kimberly A. Dang, 55, is Kinder Morgan’s Chief Executive Officer (since August 1, 2023) and a director (since 2017). She previously served as President (2018–Aug 2023) and CFO (2005–2018), having joined Kinder Morgan in 2001; earlier, she spent six years in real estate investing at Goldman Sachs. She holds an MBA from Northwestern’s Kellogg School and a BBA in accounting from Texas A&M . KMI reported 2024 DCF per share of $2.19 versus a $2.26 target and net leverage of 4.0x versus a 3.9x target; the project backlog expanded to $8.1B, and one-year TSR (value of $100) reached $177.77 (peer group $212.45) .

Past Roles

Organization	Role	Years	Strategic impact
Kinder Morgan, Inc.	Chief Executive Officer	Aug 1, 2023–present	Leads capital allocation and operating execution; member of Office of the Chairman .
Kinder Morgan, Inc.	President	2018–Aug 2023	Oversaw enterprise operations and strategy prior to CEO transition .
Kinder Morgan, Inc.	Vice President and Chief Financial Officer	2005–2018	Led finance through significant corporate actions and simplification .
Kinder Morgan companies	Various management roles	2001–2005	Progressive operating and financial leadership roles .
Goldman Sachs	Real estate investment professional	~6 years (pre-2001)	Institutional investing and transaction experience .

External Roles

Organization	Role	Years	Notes
Kinder Morgan Canada Limited	Director	2017–2019	Board role during KML’s public company period prior to 2019 sale .

Fixed Compensation

Year	Base Salary ($)	Bonus ($)	Non-Equity Incentive Plan Compensation ($)	Notes
2024	500,000	—	— (waived AIP)	CEO waived annual cash bonus beginning in 2023 .
2023	498,077	—	850,000	Partial-year CEO; AIP payment for pre-waiver period .
2022	473,077	—	1,400,000	AIP based on company and individual performance .

Company caps executive base salary and raised the cap to $600,000 effective Jan 2025; highest 2025 base $525,000 .
No employment agreements; no perquisites; no tax gross-ups; executives eligible for standard employee severance and benefits .

Performance Compensation

Long-term Equity Awards (RSUs)

Grant date	Instrument	Target RSUs (#)	Grant-date Fair Value ($)	Vesting	Performance condition
7/16/2024	RSUs	543,479	11,000,015	Cliff on 7/31/2027, cont’d service	DCF/share hurdle achievable within 3-year period; double-trigger CoC protections .
2023 (date per proxy)	RSUs	—	11,000,016	Typical 3-year cliff	DCF/share hurdle; dividend equivalents paid on unvested RSUs .

Dividend equivalents on unvested RSUs paid in cash; 2024 dividend equivalents to Dang totaled $1,568,450 .
Policy does not use stock options or TSR-based “stretch” goals; equity aims for alignment and retention with reasonable performance hurdles .

Annual Incentive Plan (AIP)

Plan feature	2024 design
Primary metric	DCF per share target $2.26; actual $2.19 (−3.1%) .
Balance sheet metric	Net Debt/Adj. EBITDA target 3.9x; actual 4.0x .
Other objectives	EHS performance and operational goals; backlog growth considered .
Funding outcome	Slightly above 100% pool; executive component baseline 98% with individual adjustments .
CEO participation	Waived by Dang (starting 2023 and continuing) .

Upcoming Vesting Schedule (Potential supply overhang)

Vest date	RSUs scheduled to vest (#)	Notes
7/31/2025	288,851	Subject to performance condition and service .
7/31/2026	636,575	Subject to performance condition and service .
7/31/2027	543,479	Subject to performance condition and service .

Insider trading policy prohibits hedging and most standing/limit orders (except 10b5‑1 plans) and requires retention of 50% of net shares until ownership guidelines are met .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	2,680,670 shares (<1% of class) .
Ownership structure	Includes 2,026,048 shares held by a limited partnership where Dang controls voting and disposition; she disclaims 10% beneficial/pecuniary interest .
Unvested RSUs (12/31/2024)	1,468,905 units (market value $40,247,997 at $27.40) with tranches vesting 2025–2027 .
Stock ownership guidelines	CEO 6x base salary; executives expected to retain 50% of net shares until compliant; all directors and executives in compliance or within transition period as of Jan 2025 .
Hedging/pledging	Hedging prohibited; pledging prohibited except for holdings above guideline or without pecuniary interest .
Options	Company does not use stock options; no outstanding options disclosed .

Employment Terms

Severance: Company-wide plan; up to six months of base salary (e.g., $250,000 at a $500,000 base) for qualifying separations; no special executive severance multipliers .
Change-in-control: “Double-trigger” acceleration for RSUs (CoC plus qualifying termination); AIP provides defined outcomes if a CoC occurs and Mr. Kinder is no longer Chairman (Dang currently waives AIP) .
Clawback: NYSE/SEC-compliant policy effective Dec 1, 2023; applies to cash and equity in event of restatement .
Retirement/benefits: 401(k) with company contributions; cash balance pension plan; Dang’s pension present value $247,213 at 12/31/2024 .
No employment agreement; no perquisites; no tax gross-ups .

Performance & Track Record

Year	KMI TSR (Value of $100)	Peer Group TSR (Value of $100)	Net Income ($mm)	DCF per share ($)
2024	177.77	212.45	2,720	2.19
2023	108.12	147.00	2,486	2.10
2022	103.86	128.92	2,625	2.19
2021	85.67	106.08	1,850	2.40
2020	69.23	76.64	180	2.02

2024 operational scorecard: DCF/share slight miss; leverage ~target; project backlog growth to $8.1B recognized in incentive funding .
Say‑on‑pay: Over 94% approval in 2024; annual say‑on‑pay frequency maintained through 2030 .

Board Governance (Director Service, Committees, Independence)

Board service: Director since 2017; CEO since Aug 1, 2023 .
Independence: Board deems all directors independent except Richard D. Kinder, Steven J. Kean, and Kimberly A. Dang; CEO is therefore non‑independent .
Roles/structure: CEO and Chairman roles are separated; Kinder is Executive Chairman; independent Lead Director is Michael C. Morgan; Office of the Chairman includes Kinder, Dang, and President Thomas Martin .
Committees: Audit, Compensation, EHS, and Nominating/Governance are fully independent; all directors generally attend regular committee meetings, including Dang and Kinder, to provide insight (not as members) .
Attendance: Board held seven meetings in 2024; average director attendance exceeded 97% .

Compensation Committee Analysis

Composition: Independent directors; members include (2024) Deborah A. Macdonald (Chair, retiring at 2025 AGM), Arthur C. Reichstetter, C. Park Shaper, William A. Smith .
Advisors: No compensation consultants retained in 2024 .
Philosophy and peer group: Target total pay ~50th percentile of energy peers; peer set includes ConocoPhillips, Williams, Enbridge, Enterprise, ONEOK, Energy Transfer, etc. .
Program features: Pay-for-performance tilt, no perqs, no options, three-year cliff RSU vesting with reasonable DCF/share hurdle, clawback in place .

Equity Ownership & Vesting Detail (Breakout)

Category	Amount
Beneficially owned common shares	2,680,670; “less than 1%” of class .
Ownership footnote	Includes 2,026,048 shares via limited partnership (Dang controls voting/disposition); 10% interest disclaimed .
Unvested RSUs outstanding (12/31/2024)	1,468,905 units across 2025–2027 tranches .
Market value of unvested RSUs (12/31/2024)	$40,247,997 at $27.40/share .
Dividend equivalents received (2024)	$1,568,450 .

Employment & Change-in-Control Economics (Key Points)

Severance: For qualifying terminations, 26 weeks’ base salary; executives treated like other non-union employees .
RSUs: Double-trigger CoC vesting; pro‑rata vesting upon retirement at 62+; accelerated vesting in specified involuntary separations (e.g., reorg/RIF) .
AIP CoC: If a CoC occurs and Kinder is no longer Chairman, executives deemed to have earned 100% of bonus opportunity (Dang waives AIP) .
Clawback: NYSE/SEC-compliant recovery policy effective Dec 1, 2023 .

Compensation Structure Signals (Alignment, Retention, Selling Pressure)

Equity-heavy design: Dang has waived annual cash bonuses since becoming CEO; compensation is dominated by RSUs and dividend equivalents, directly linking pay to long-term equity performance .
Upcoming vesting events: Significant RSU vestings in July 2025–2027 (288,851; 636,575; 543,479 units) could create episodic liquidity events; policy requires holding 50% of net shares until guideline compliance .
Risk controls: No options or option repricing; hedging prohibited; pledging only allowed for holdings above guideline .

Investment Implications

Pay-for-performance alignment: CEO’s waiver of AIP and reliance on multi-year RSUs heightens long-term alignment; 2024 unvested RSU value of ~$40.25M and three-year cliff schedules align with multi-year execution on backlog and cash flow targets .
Retention and supply dynamics: Large scheduled vestings (2025–2027) paired with 50% post-vest holding expectations mitigate immediate selling pressure, but vest dates are noteworthy for liquidity monitoring and potential 10b5‑1 activity windows .
Governance quality: Separation of Chair/CEO, independent lead director, and fully independent committees reduce dual‑role concerns from Dang’s CEO-director status; however, CEO is non‑independent by definition .
Downside safeguards and shareholder friendliness: No special executive severance, no perqs, no tax gross-ups, NYSE/SEC clawback in place; RSUs use double‑trigger CoC provisions .
Execution watch items: 2024 DCF/share and leverage slightly missed targets while backlog rose materially; continued delivery on DCF growth and balance sheet trajectory will be central to forward incentive outcomes and equity value realization .

Say-on-pay support was >94% in 2024 and the company will hold annual say‑on‑pay votes through 2030, indicating broad investor endorsement of design and governance cadence .