Sital K. Mody

About Sital K. Mody

Sital K. Mody (age 54) is Vice President (President, Natural Gas Pipelines) at Kinder Morgan, Inc., appointed to the role in February 2023; he holds an M.S. in finance from the University of Houston and a B.B.A. in accounting from the University of Texas . His 2024 pay was predominantly performance-based, with RSUs subject to a three-year cliff-vest and a DCF per-share performance condition, plus an annual cash bonus tied to DCF/share, leverage, EHS, operational goals and segment EBDA for presidents . Company performance used for incentive determination included DCF/share of $2.19 vs target $2.26 (−3.1%) and Net Debt/Adjusted EBITDA of 4.0x vs 3.9x; the bonus pool was modestly above 100% funded with executive baseline at 98% and individual adjustments; KMI cites backlog growth to $8.1B in 2024 from $3B . For broader pay-versus-performance context, KMI reported 2024 TSR value-of-$100 at $177.77 and net income of $2,720 million, alongside DCF/share of $2.19 .

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan, Inc.	President, Natural Gas Pipelines (VP)	Feb 2023–present	Leads NG pipelines portfolio, incentive metrics include DCF/share, leverage, EHS, segment EBDA .
Kinder Morgan, Inc.	President, Midstream	Aug 2018–Feb 2023	Led Midstream; commercial/operations oversight .
Kinder Morgan, Inc.	Chief Commercial Officer, Midstream (Natural Gas)	Jul 2017–Aug 2018	Commercial leadership for NG Midstream .
Kinder Morgan, Inc.	VP, Marketing, Tennessee Gas Pipeline	2013–2017	Segment marketing; EBDA budget performance relevant to incentives .
El Paso Corp. (EP) → KMI	Various roles of increasing responsibility	2001–2012/2013+	Continuity through EP acquisition; operational/commercial growth .
Deloitte & Touche; Tenneco Inc.; The Coca-Cola Company	Finance roles	1992–2001	Foundation in accounting/finance .

External Roles

No public company board or external directorships disclosed in KMI’s executive biography for Mr. Mody .

Fixed Compensation

Component	2024	Notes
Base Salary ($)	500,000	Executive salary cap $500k in 2018–2024; raised to $600k cap in Jan 2025 .
Target Annual Bonus ($)	850,000	Plan thresholds/maximums set; see below .
Actual Annual Bonus Paid ($)	1,050,000	Paid under Annual Incentive Plan for 2024 .
All Other Compensation ($)	17,250	Company 401(k) contributions (Savings Plan) .
Change in Pension Value ($)	15,834	Cash Balance Retirement Plans annual actuarial change .

Performance Compensation

Annual Incentive (Cash)

Metric	Target	Actual	Payout (2024)	Weighting	Vesting/Timing	Notes
DCF per share	$2.26	$2.19	1,050,000 ($)	Not disclosed	Annual cash; paid Q1 2025	Primary performance metric for executives .
Net Debt / Adjusted EBITDA	3.9x	4.0x	Incorporated qualitatively	Not disclosed	Annual cash	Supplemental metric for pool funding .
EHS & Operational performance	Qualitative	Met/improved targets	Incorporated	Not disclosed	Annual cash	Incident rates vs industry; improvements vs 3-year average; no significant incidents .
Adjusted Segment EBDA (NG Pipelines)	Budget	Considered	Incorporated	Not disclosed	Annual cash	Segment president payout factor includes EBDA vs budget .

The Compensation Committee funded slightly above 100% of the budgeted bonus pool for 2024; executive baseline at 98% with individual adjustments for role/time-in-role/performance .

Long-Term Incentive (RSUs)

Grant Date	Shares (RSUs)	Grant-Date Fair Value ($)	Vesting Date	Performance Condition	Terms
7/16/2024	118,578	2,400,019	7/31/2027	Annualized DCF/share ≥ target for any four quarters in 3-year period	Cliff vest; continued employment; dividend equivalents accrue; 2021 Plan clawback applies .

Dividend equivalents received on unvested RSUs (supplemental disclosure): $310,353 in 2024 .

Stock vested during 2024:

28,869 RSUs granted 2019 vested 1/15/2024 at $17.97/share; 41,500 RSUs granted 2021 vested 7/19/2024 at $21.49/share; total shares acquired on vesting 70,369; value realized $1,410,611 .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (common shares)	“—” shares; less than 1% of class (as of 3/17/2025) .
Outstanding Unvested RSUs (12/31/2024)	75,102 vest 7/19/2025; 115,741 vest 7/31/2026; 118,578 vest 7/31/2027; total 309,421 RSUs; market value $8,478,135 (@$27.40) .
Estimated Accelerated RSU Vesting Value (12/31/2024)	$8,478,135 if triggering event occurred (value = RSUs × $27.40) .
Stock Ownership Guidelines	2× base salary for executive officers; to be met within 5 years; compliance or in transition as of Jan 2025; retention requirement of 50% of net shares until guideline met .
Hedging/Pledging	Hedging prohibited; pledging prohibited except for holdings exceeding guidelines or with no pecuniary interest .
Options	KMI has no outstanding stock options for executives under current design .

Employment Terms

Provision	Terms
Severance (Kinder Morgan Severance Plan)	Eligible if job elimination without comparable offer or termination other than cause; capped at 6 months base salary; at 12/31/2024 equals $250,000 .
RSU Acceleration	Double-trigger required for change in control (CIC) + qualifying termination; acceleration upon death/disability/involuntary termination without cause including RIF or sale; pro-rata vesting at retirement age ≥62 .
Annual Incentive Under CIC	If CIC and Mr. Kinder not Chair, executive component deemed at 100% unless otherwise determined; paid within 30 days; must be employed on CIC date .
Clawback Policy	NYSE/SEC-compliant clawback effective 12/1/2023; 2021 Stock Incentive Plan subject to clawback .
Perquisites / Tax Gross-ups	No executive perquisites; no tax gross-ups; no employment agreements; executives under same severance plan as non-union employees .
Retirement & Savings	Cash Balance Retirement Plans present value at 12/31/2024: $280,527; Savings Plan (401k) vested balances payable on termination/death: $836,161 (assumes 1/1/2025 commencement) .

Performance & Track Record (Selected Company KPIs used in incentive context)

Metric	2022	2023	2024
Net Income ($MM)	2,625	2,486	2,720
DCF per Share ($)	2.19	2.10	2.19
TSR – Value of $100 Investment (KMI)	$103.86	$108.12	$177.77

Additional context for 2024 bonus determinations: DCF/share actual $2.19 vs target $2.26; Net Debt/Adjusted EBITDA actual 4.0x vs target 3.9x; project backlog grew to $8.1B from $3B .

Revenue and EBITDA trend (annual):

Metric	FY 2022	FY 2023	FY 2024
Revenues ($MM)	19,042*	15,157*	14,873*
EBITDA ($MM)	6,201*	6,455*	6,630*

*Values retrieved from S&P Global.

Compensation Committee, Peer Group, Say‑on‑Pay

Peer group used for 2024 decisions included CenterPoint, ConocoPhillips, Duke, Enbridge, EOG, Enterprise, Energy Transfer (affiliates), Marathon, NiSource, Occidental, ONEOK, Phillips 66, Plains, Sempra, Southern, Targa (affiliates), TC Energy, Valero, Williams; total compensation targeted generally at 50th percentile with adjustments for role/experience/scope .
Say‑on‑pay approval at 2024 Annual Meeting exceeded 94% .
Compensation Committee members: Deborah A. Macdonald (Chair, retiring at 2025 meeting), Arthur C. Reichstetter, C. Park Shaper, William A. Smith; independent oversight; clawback administration; no compensation consultants retained in 2024 .

Investment Implications

Alignment: High equity component with three-year cliff-vesting RSUs tied to DCF/share creates retention through 2027 and aligns with distributable cash objectives; no options, no employment agreements, and strict clawback/hedging policies reduce risk of misaligned incentives .
Retention/Selling Pressure: Unvested RSUs of 309,421 shares and estimated accelerated value of $8.48M suggest strong retention hooks; no disclosed pledging for Mody and guideline‑driven retention of net shares until compliance mitigates forced selling risk .
Pay-for-Performance: 2024 bonus above target reflects qualitative achievements (backlog growth, operational/EHS performance) despite DCF/share miss, implying committee discretion; segment EBDA sensitivity is relevant for NG pipelines execution risk .
Severance/CIC Economics: Modest severance (6 months salary) limits windfall risk; CIC requires double-trigger for equity acceleration, curbing change-of-control arbitrage .
Track Record: Net income stable-to-improving into 2024; DCF/share steady; 2024 TSR strong per pay-versus-performance disclosure; continued execution in NG pipelines segment remains key to incentive payout and equity vesting .