Robert F. Vagt
KINDER MORGANAbout Robert F. Vagt
Independent director at Kinder Morgan, Inc. since 2012; age 78. Former energy executive (Seagull Energy COO/President; Global Natural Resources CEO/Chairman; Adobe Resources COO/President) and nonprofit/academic leader (President, The Heinz Endowments; President, Davidson College). Currently serves on KMI’s Audit Committee (audit committee financial expert) and chairs the Environmental, Health & Safety (EHS) Committee; classified as independent. In 2024, the Board met 7 times, with each member attending at least 75% (Board average >97%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Heinz Endowments | President | 2008–2014 | Led major charitable foundation; governance and grant oversight |
| Davidson College | President | 1997–2007 | Executive leadership of academic institution |
| Seagull Energy Corp. | President & COO | 1996–1997 | Operational leadership in E&P |
| Global Natural Resources | President, Chairman & CEO | 1992–1996 | Corporate leadership; capital allocation |
| Adobe Resources Corp. | President & COO | 1989–1992 | Operations and P&L oversight |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| EQT Corporation (NYSE: EQT) | Director | Since July 2024 | Current public company directorship |
| Equitrans Midstream Corp. (NYSE: ETRN) | Lead Independent Director | 2018–July 2024 | Lead director at midstream company |
| EQT Corporation (NYSE: EQT) | Director | 2017–2018 | Pre-spin role before ETRN separation |
| Rice Energy Inc. | Chairman of the Board | 2014–2017 | Role ended upon EQT acquisition (2017) |
Board Governance
- Independence: Board determined Vagt is independent; all Audit/Compensation/Nominating committees are fully independent.
- Roles: Chair, EHS Committee; Member, Audit Committee; designated audit committee financial expert.
- Meetings/Attendance: Board met 7 times in 2024; each director attended at least 75% (average >97%). Audit met 8x; EHS met 2x.
- Stock Ownership & Trading Policies: Directors must hold 3x annual retainer within 5 years; as of Jan 2025 all directors are in compliance or within transition period. Hedging prohibited; pledging prohibited except for holdings above guideline or non-pecuniary interests.
- Board structure: Separate Chair/CEO; independent Lead Director; majority independent board; majority voting standard for directors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $199,896 | Portion of standard $235,000 retainer taken in cash (no meeting/committee fees) |
| Common stock in lieu of cash | $35,105 | 1,970 shares elected in lieu of cash at $17.82 (Jan 16, 2024) under Non-Employee Director Stock Plan |
| All other compensation | $1,123 | Dividend equivalents on restricted shares issued in lieu of cash |
| Total 2024 compensation | $236,124 | Sum of components above |
| 2025 retainer | $250,000 | Board approved increase; still no committee/meeting fees |
- Program structure: Non-employee directors receive a single retainer; no additional meeting or committee chair fees. Directors may elect to receive some/all retainer in shares with a brief forfeiture restriction period to enhance alignment.
Performance Compensation
| Element | Plan/Metric | 2024 Terms | Outcome |
|---|---|---|---|
| Performance-based cash/stock | None for non-employee directors | KMI does not use performance bonuses or PSU/option awards for directors | N/A |
KMI’s director pay is flat-retainer based; equity received by directors is an election “in lieu of cash,” not performance-contingent compensation.
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Consideration |
|---|---|---|
| EQT Corporation | Upstream producer; Vagt is a current director | Industry adjacency with KMI’s midstream footprint; no related-party transactions disclosed by KMI |
| Equitrans Midstream | Midstream operator; Vagt was lead independent director until July 2024 | Industry overlap; no KMI-related transactions disclosed |
| Rice Energy (acquired 2017) | Upstream E&P; Vagt was Chairman | Historical role; no current KMI transaction disclosures |
- Related-party transactions: KMI’s policy requires Audit Committee approval of any related-party transaction; the proxy discloses none involving independent directors exceeding Item 404 thresholds, and no material legal proceedings.
Expertise & Qualifications
- Skills matrix designates Vagt with experience spanning: industry/operations; CEO/C-level leadership; other public company boards; accounting and financial reporting; corporate finance; capital allocation; regulatory/EHS; risk management; energy transition.
- EHS oversight and sustainability reporting: As EHS Chair, committee oversees EHS policies/programs and approves the Sustainability Report; 2023 report highlighted an 8% reduction in absolute methane emissions since 2021.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert F. Vagt | 49,189 | <1% | Includes 1,610 restricted shares subject to forfeiture until July 21, 2025 |
| Ownership guidelines | 3x annual retainer | — | All directors in compliance or within 5-year window as of Jan 2025 |
| Hedging/Pledging | Prohibited (hedging); pledging limited to above-guideline holdings | — | Company-wide policy applies to directors |
Governance Assessment
-
Positives
- Independent director with deep sector and governance expertise; Audit Committee financial expert and EHS Chair provide strong oversight in financial reporting, risk, and safety/sustainability domains.
- Attendance and engagement robust at the Board level; no individual attendance shortfalls disclosed.
- Director compensation is simple and aligned (no meeting/committee fees; willingness to take shares in lieu of cash).
- Strong policies: director ownership guidelines, prohibition on hedging, clawback policy (executive-level), majority voting, proxy access; 2024 say‑on‑pay support >94% indicates broad investor alignment with pay governance.
-
Watch items
- Long tenure (since 2012) warrants ongoing refreshment considerations; Board notes intention to reduce size and enhance diversity over time.
- Industry interlocks (EQT/ETRN) create potential perception of conflicts given overlapping value chains; KMI discloses no related‑party transactions involving independent directors and maintains a formal approval policy.
No red flags identified in the proxy regarding related-party dealings, legal proceedings, hedging/pledging by Vagt, or attendance; compensation is standard and modest, with partial equity election signaling alignment.