Michael C. Morgan
KINDER MORGANAbout Michael C. Morgan
Michael C. Morgan, age 56, has served on KMI’s Board since 2007 and as Lead Director since 2011. He previously held senior operating roles at Kinder Morgan (1997–2004), including President (2001–2004), and currently chairs Triangle Peak Partners and leads Portcullis Partners, reflecting deep energy investing and capital allocation expertise. His recent board work spans energy transition companies and infrastructure funds, enhancing risk oversight and strategy credentials for KMI’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinder Morgan, Inc. | President; various management roles | 1997–2004; President 2001–2004 | Operational familiarity with KMI’s strategy, operations, and finances enhances board contributions |
| Kayne Anderson MLP Investment Co.; Kayne Anderson Energy Total Return Fund, Inc. | Director | 2007–2008 | Energy fund governance perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triangle Peak Partners, LP | Chairman; formerly CEO | Chairman since 2008; CEO 2008–2022 | Registered investment adviser leadership; capital allocation and energy/tech investing expertise |
| Portcullis Partners, L.P. | President | Since 2004 | Private investment partnership leadership |
| Stonepeak-Plus Infrastructure Fund LP | Director | Appointed Jan 2025 | Infrastructure fund board role; potential infrastructure market insights |
| Sunnova Energy International (NYSE: NOVA) | Director | 2015–Oct 2024 | Residential energy storage/solar governance; energy transition exposure |
| Stem, Inc. (NYSE: STEM) | Director; Chair of Compensation Committee | Apr 2021–Oct 2024 | Compensation oversight; smart energy storage governance |
| Star Peak Energy Transition Corp. (NYSE: STPK) | Chairman | Aug 2020–Apr 2021 (merged with Stem) | SPAC leadership focused on energy transition |
| Star Peak Corp. II (NYSE: STPC) | Chairman | Jan 2021–Sep 2021 (merged with Benson Hill) | SPAC leadership in agtech/alt energy |
Board Governance
- Independence: Board determined Morgan is independent under NYSE and KMI guidelines; evaluated his Triangle Peak relationships with Messrs. Kinder and Shaper and found them immaterial to independence .
- Lead Director responsibilities: Moderates executive sessions of non-employee directors, acts as liaison to the Executive Chairman, and leads CEO performance evaluation among independent directors .
- Committees: Not listed as a standing member of Audit, Compensation, EHS, or Nominating & Governance in 2024; focus is Lead Director role .
- Attendance: Board met seven times in 2024; all directors met at least 75% attendance; average board attendance >97% .
- Executive sessions: Non-employee directors meet regularly without management; Lead Director moderates .
- Say-on-Pay context: 2024 advisory vote approval >94%, signaling investor support for compensation governance .
- Stockholder engagement: Board/management engages with top holders (>20%) on governance, comp, ESG; 2024 climate proposal received 31% support, prompting enhanced ESG disclosure .
Fixed Compensation (Director)
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $235,000 | $250,000 (approved for 2025) | Paid quarterly; no meeting or committee fees |
| Morgan’s 2024 director pay form | Cash: $235,000; Stock: $0; Total: $235,000 | N/A | Did not elect stock in lieu of cash in 2024 |
| Director stock election plan | Optional election to receive cash retainer in restricted common shares; six-month forfeiture restriction; dividend eligible | Plan authorized shares remaining under director plan | Administered by Compensation Committee |
Performance Compensation (Director)
- None. KMI does not grant options or performance-based equity to directors; directors may elect to take cash retainer in restricted stock (six-month restriction), but Morgan did not in 2024 .
Other Directorships & Interlocks
| Company | Sector | Relationship to KMI | Governance/Role |
|---|---|---|---|
| Sunnova (NOVA) | Residential solar/storage | Customer/supplier overlap: none disclosed | Director (ended Oct 2024) |
| Stem (STEM) | Smart energy storage | Operational overlap limited; innovation/energy transition signal | Director; Comp Chair (ended Oct 2024) |
| Stonepeak-Plus Infrastructure Fund LP | Infrastructure funds | Potential deal market interlock (no specific transactions disclosed) | Director (from Jan 2025) |
| Triangle Peak; Portcullis Partners | Investment firms | Manages investments for Messrs. Kinder and Shaper; Board deemed immaterial to independence | Chairman/President |
Expertise & Qualifications
- Skills matrix: Industry/operational, CEO/C-level, other public boards, accounting/financial reporting, corporate finance, capital allocation, risk management, energy transition experience (all marked for Morgan) .
- Prior KMI executive experience provides unmatched familiarity with KMI’s operations and finances .
Equity Ownership
| Holder | Shares | % of Class | Detail |
|---|---|---|---|
| Michael C. Morgan | 3,707,898 | <1% (*) | Includes 3,400,000 via Portcullis Partners LP and 307,898 via trusts |
| Breakdown and pledging | Of the Portcullis LP holdings, 2,600,000 shares are held in margin or as collateral for a line of credit | — | KMI policy permits pledging only for amounts above ownership guideline or where no pecuniary interest; all directors compliant or within transition period |
| Stock ownership guideline | Directors: 3x annual retainer | Compliance status | All directors compliant or within 5-year transition (Chronis) as of Jan 2025 |
Governance Assessment
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Strengths:
- Long-tenured Lead Director with prior KMI executive experience; broad skills across finance, capital allocation, risk, and energy transition per KMI’s skills matrix .
- Independence affirmed despite Triangle Peak relationships; transparent disclosure and immateriality conclusion .
- High overall board attendance and structured governance processes (majority voting, proxy access, clawback, hedging prohibition, ownership guidelines) support investor confidence .
-
RED FLAGS / Watch items:
- Shares pledged/margined: 2.6 million shares at Portcullis LP are in margin/collateral arrangements; while permitted above guideline thresholds, pledging can pose forced-sale risk in stress scenarios; monitor for changes in pledged amounts and any associated financing .
- Investment advisory relationships: Triangle Peak manages investments for Messrs. Kinder and Shaper; Board deems immaterial, but represents a potential perceived interlock; continue to assess for related-party transactions impacting KMI .
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Alignment signals:
- Significant personal ownership through Portcullis and trusts indicates strong skin-in-the-game despite not taking stock retainer in 2024; compliance with director ownership guideline supports alignment .
- Focused Lead Director role overseeing executive sessions and CEO evaluation enhances board effectiveness and independent oversight .
Overall, Morgan’s deep KMI operating history, extensive external energy/infra governance experience, and lead director responsibilities are positives for board effectiveness; pledging exposure warrants ongoing monitoring, and investment advisory ties are disclosed and assessed as immaterial by the Board to preserve independence .