Michael Garthwaite

About Michael Garthwaite

Michael Garthwaite is currently Chief Commercial Officer (CCO) for Kinder Morgan’s Products Pipelines segment (since October 2024) and previously served as CCO for Kinder Morgan Terminals; he is slated to become President, Products Pipelines effective August 1, 2025 as part of KMI’s succession plan, with Dax Sanders moving to Executive Vice President and then to KMI President in January 2026 . No age, education, or personal performance metrics (TSR, revenue/EBITDA growth) are disclosed for Garthwaite in KMI’s proxy or filings; compensation disclosures focus on named executive officers (NEOs) and do not list him as a 2024 NEO .

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan – Products Pipelines	Chief Commercial Officer	Oct 2024–present	Leads commercial strategy and customer contracts for Products Pipelines; positioned to assume segment presidency in August 2025 .
Kinder Morgan – Terminals	Chief Commercial Officer	Prior to Oct 2024	Led commercial activities across Terminals; experience spans commodity logistics and storage .
Kinder Morgan – Products Pipelines	President (appointed)	Effective Aug 1, 2025	Will succeed Dax Sanders; part of planned leadership transition tied to broader company succession to KMI President in Jan 2026 .

External Roles

No public external directorships or outside roles are disclosed for Garthwaite in KMI filings and communications .

Fixed Compensation

KMI does not disclose individual base salary or bonus targets for executives who are not NEOs; Garthwaite is not listed among 2024 NEOs, so his fixed compensation is not disclosed . For context, KMI’s Compensation Committee raised the executive base salary cap from $500,000 (2018–2024) to $600,000 effective January 2025; the highest base for any executive officer was $500,000 in 2024 and $525,000 in 2025 .

KMI Executive Base Salary Policy	2018–2024	2025
Base salary cap	$500,000	$600,000

Performance Compensation

KMI’s incentive design and metrics (apply firmwide and to segment presidents; individual targets and payouts for Garthwaite are not disclosed):

Annual cash bonus: primary financial target DCF per share; supplemental targets include consolidated Net Debt-to-Adjusted EBITDA (leverage), EHS/operational performance, and segment Adjusted EBDA for segment presidents .
2024 targets/outcomes: DCF target $2.26/share; actual $2.19/share; leverage target 3.9x; actual 4.0x; executive bonus pool baseline funded at 98% with individual adjustments by performance; segment presidents’ awards consider segment EBDA .
Long-term incentives: RSUs with three-year cliff vesting and performance hurdle (annualized DCF/share over any four quarters during the period); 2024 RSUs for NEOs vest July 31, 2027; KMI does not publish the DCF hurdle until after vest; prior vesting (2021 awards vested 2024) used a $2.00/share hurdle .

Metric	Weighting	Target (2024)	Actual (2024)	Payout Framework	Vesting/Notes
Distributable Cash Flow (DCF) per share	Primary	$2.26	$2.19	Executive pool baseline 98%; individual adjustments by performance	RSU hurdle references DCF/share across any four quarters in the vesting period .
Net Debt-to-Adjusted EBITDA (Leverage)	Supplemental	3.9x	4.0x	Influences bonus pool funding	Non-GAAP per Appendix A .
EHS/Operational Performance	Supplemental	Beat industry incident rates; improve vs. 3-yr avg; no significant incidents	Qualitative	Adjusts pool up/down	Committee discretion .
Segment Adjusted EBDA (for segment presidents)	Supplemental (segment-level)	Budgeted EBDA	Not disclosed	Individual awards reflect segment results	Non-GAAP metric .
RSU vesting hurdle (2021 awards; vested 2024)	N/A	$2.00 DCF/share	Achieved	N/A	Three-year cliff vest; shares vest at award terms .

Equity Ownership & Alignment

Stock ownership guidelines: CEO 6x base salary; all other executive officers 2x base salary; must retain 50% of net shares until compliant; 5-year window to meet guidelines .
Pledging/hedging: Hedging prohibited; pledging prohibited except for holdings in excess of guidelines or where no pecuniary interest; margin accounts prohibited for guideline-required holdings (some flexibility above guidelines) .
Clawback: NYSE/SEC-compliant clawback policy effective Dec 1, 2023; applies to cash/equity awards upon restatement .
Change-in-control equity treatment: 2021 Stock Incentive Plan includes double-trigger acceleration (change-in-control plus qualifying termination), with Committee discretion on award handling .

Garthwaite RSU vesting schedule (from insider ownership filing):

Award Type	Vest Date	Performance Condition	Notes
RSU	July 18, 2026	Not indicated	From insider filing; each RSU settles into one KMI share at vest .
RSU	July 16, 2027	Not indicated	From insider filing .
RSU	July 31, 2028	Subject to performance goals	Performance-conditioned RSUs; details not publicly specified .

Employment Terms

Severance: Executive officers participate in the same severance plan as other non-union employees; eligible if role eliminated or terminated without cause; capped at six months of base salary (26 weeks) .
Annual Incentive Plan change-in-control: If Mr. Kinder no longer Board Chair following a change-in-control, executives are deemed to earn 100% of bonus opportunity (or amount previously determined), paid within 30 days, subject to employment at change-in-control date .
Equity awards: RSUs under the 2021 Plan have double-trigger acceleration upon change-in-control and qualifying termination; pro-rata vesting at retirement age 62+ per award terms; Committee can assume, substitute, or cash-out awards upon change-in-control .
No employment contracts/perquisites: KMI states no executive employment agreements; no special severance beyond the common plan; no perquisites (no company cars, aircraft, first-class travel) .
Insider trading policy: Prohibits hedging and standing/limit orders (except intra-day or pre-approved 10b5-1) .

Investment Implications

Near-term leadership transition: Garthwaite’s move to President, Products Pipelines on Aug 1, 2025 aligns him with segment-level EBDA targets and corporate DCF/leverage/EHS metrics, increasing his pay-at-risk linkage to operational execution and project backlog outcomes in refined products .
Retention and selling pressure: Multi-year RSU vesting dates in 2026–2028 suggest continued retention incentives and potential periodic tax-withholding sales at vest; explicit quantities are not disclosed, but performance-conditioned 2028 RSUs add alignment with company financial delivery .
Alignment and risk controls: Strong ownership guidelines, hedging prohibitions, and clawback provisions reduce misalignment and risk; double-trigger equity acceleration reduces change-of-control windfall risk while protecting executives in a bona fide termination scenario .
Pay-for-performance framework: Company-level bonus and RSU metrics centered on DCF/share and leverage emphasize cash generation and balance sheet strength over stock price; this can dampen market-beta-driven compensation variance and tie awards to controllable levers, which matters for segment leadership execution quality .

Data availability caveat: KMI’s proxy disclosures for individual compensation focus on NEOs; Garthwaite is not a 2024 NEO, so his base salary, bonus targets and grant fair values are not disclosed. RSU vesting dates are available from insider ownership filings; amounts are not fully enumerated in accessible excerpts .