Michael J. Pitta

About Michael J. Pitta

Kinder Morgan’s Vice President and Chief Administrative Officer (CAO) since February 2024; previously Vice President, Human Resources (Jan 2023–Feb 2024), with a 20-year tenure spanning operations, project management, and EHS leadership. Age 51; MBA from UC Irvine and B.S. in Engineering Geology from UCLA . Company performance context during his recent tenure: 2024 DCF/share achieved $2.19 versus a $2.26 target and leverage at 4.0x vs 3.9x target, influencing annual incentive funding and RSU performance hurdles . Long-term TSR improved substantially from 2020–2024, framing value creation expectations for admin/HR/EHS governance.

Company performance context

Metric	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$19,042,000,000*	$15,157,000,000*	$14,873,000,000*
EBITDA ($USD)	$6,201,000,000*	$6,455,000,000*	$6,630,000,000*
Net Income ($USD)	$2,548,000,000	$2,391,000,000	$2,613,000,000

Values retrieved from S&P Global.*

Value of $100 Initial Investment (TSR proxy)	2020	2021	2022	2023	2024
KMI	$69.23	$85.67	$103.86	$108.12	$177.77
Peer Group	$76.64	$106.08	$128.92	$147.00	$212.45

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan	Vice President & Chief Administrative Officer	Feb 2024–present	Oversees enterprise administrative and HR programs that underpin compensation governance, ownership policy compliance, and retention frameworks .
Kinder Morgan	Vice President, Human Resources	Jan 2023–Feb 2024	Led executive performance input and peer benchmarking support to Compensation Committee; HR systems alignment across segments .
Kinder Morgan – Products Pipelines	Vice President, Operations	Jan 2019–Nov 2020	Operations leadership across pipeline assets; execution for reliability and safety .
Kinder Morgan – Corporate/Groups	Vice President, EHS (Terminals)	Jun 2012–Jan 2019	EHS oversight for terminals portfolio; sustainability reporting inputs and safety targets .
Kinder Morgan	Vice President, EHS	Nov 2020–Jan 2023	Enterprise EHS leadership, incident rate improvement focus, integration with compensation metrics .

External Roles

No public company board or external roles disclosed for Pitta in the proxy .

Fixed Compensation

Item	Policy / Value	Notes
Executive base salary cap	$500,000 (2018–2024); increased to $600,000 in Jan 2025	Reflects below-median base philosophy; emphasis on incentives.
Highest base salary (KMI executives)	2024: $500,000; 2025: $525,000	Cap constrained; individual CAO salary not separately disclosed.
Employment agreements	None for executive officers	Reduces guaranteed pay and lock-in risk.
Executive perquisites	None (no cars, aircraft, first-class, financial planning)	Governance-friendly cost discipline.
Severance plan	Capped at 6 months of base salary; available for job elimination or termination other than cause	Applies uniformly to executives.

Performance Compensation

Component	Metric	Weighting	2024 Target	2024 Actual	Payout Mechanics	Vesting / Terms
Annual Incentive (cash)	DCF per share	Not disclosed	$2.26/share	$2.19/share	Executive pool baseline funded at 98%; individual up/down adjustments by performance, EHS/ops, backlog growth	Paid annually; CEO waived program; executives eligible .
Annual Incentive (cash)	Net Debt / Adjusted EBITDA	Not disclosed	3.9x	4.0x	Committee discretion to adjust funding; segment EBDA informs segment presidents	—
Annual Incentive (cash)	EHS performance	Not disclosed	Beat industry incident rates; improve vs 3-year average; no significant incidents	Qualitative evaluation	Influences final pool	—
Long-term incentive (RSUs)	DCF per share (any 4 quarters during 3-year period)	Not disclosed	Set consistent with budget; published post-vesting for prior cycles	Ongoing	3-year cliff; dividend equivalents on unvested RSUs; performance confirmation by Committee	Grants typically July; vest July 31, Year+3; double-trigger CoC acceleration only upon qualifying termination .

Key design features:

No “stretch”/TSR stock-price gating; awards are sized to vest with achievable performance to avoid underpaying relative to peers and discourage excessive risk-taking .
Dividend equivalents paid on unvested RSUs align executives with shareholders .
Committee confirms performance goal attainment before vesting .

Equity Ownership & Alignment

Stock ownership guidelines: CEO 6x base salary; all other executive officers (incl. CAO) 2x base salary; expected compliance within 5 years; until compliant, retain 50% of net shares from vesting .
Hedging prohibited; standing/limit orders prohibited except intra-day or under pre-approved 10b5-1; insider trading policy described and filed with 2024 10-K .
Pledging/margin: Prohibits margin accounts/pledging for amounts at/under guideline; allows pledging of shares in excess of guideline or with no pecuniary interest. As of Jan 2025, all directors and executive officers are in compliance or are within the five-year transition period .
Individual beneficial ownership for Pitta not itemized in the proxy’s management table (directors/NEOs reported; executives as a group hold 12.73%) .

Employment Terms

Term	Provision	Implication
Severance	6 months base salary if role eliminated or termination other than cause (uniform for execs)	Limits windfall; provides baseline retention cushion.
RSU change-in-control	Double-trigger (requires CoC plus involuntary termination without cause or resignation for good reason within 24 months) for acceleration; Committee may assume/substitute awards or cash-out if not assumed	Moderates automatic acceleration; reduces M&A gaming.
Annual Incentive CoC	If Mr. Kinder no longer Chair upon CoC, executives deemed to earn 100% of bonus opportunity unless Committee set a different %; paid within 30 days if employed at CoC	Codified payout floors in specific governance scenario.
Clawback	NYSE/SEC-compliant clawback effective Dec 1, 2023; equity under 2021 plan subject to clawback	Enhances pay-for-performance integrity.
No employment agreements/perqs	None for executive officers; no special severance beyond plan; governance-friendly cost design	Flexibility; lowers guaranteed comp risk.

Track Record, Value Creation, Execution Risk

Backlog growth considered in 2024 bonuses: project backlog rose from $3B YE2023 to $8.1B YE2024 (Committee considered in funding) .
Sustainability oversight: Board EHS Committee reviews EHS performance; 2023 report highlighted 8% methane reduction since 2021; EHS goals inform annual bonus .
Meeting attendance/governance cadence robust; Compensation and EHS Committees met multiple times in 2024 .

Say-on-Pay & Peer Benchmarking (Program Context)

2024 say-on-pay approved at >94% .
Peer benchmarking via Equilar; peers include major North American midstream/integrated energy companies (e.g., EOG, Enbridge, Williams, Phillips 66, TC Energy) .

Investment Implications

Alignment: Ownership guidelines, dividend-equivalent RSUs, and hedging bans promote long-term alignment; pledging is restricted below guideline thresholds, reducing collateralization risk for core holdings .
Retention risk: No employment agreements and capped severance limit guaranteed pay, but achievable RSU hurdles and consistent annual awards support retention; double-trigger CoC terms curb automatic acceleration while preserving protection in a sale .
Insider selling pressure: Executives must retain 50% of net shares until guideline met; no Form 4 data for Pitta was found in our SEC filings search, suggesting limited recent disclosed transactions, but ongoing monitoring is warranted .
Performance sensitivity: Incentive design tied to DCF/share, leverage, and EHS/ops keeps payouts linked to execution under controllable metrics; 2024 under-target DCF/share led to modest bonus pool funding (~98% baseline), indicating disciplined pay-for-performance .