Steven J. Kean
KINDER MORGANAbout Steven J. Kean
Steven J. Kean, 63, is a long‑tenured Kinder Morgan director (since 2007) and former CEO (2015–August 2023), preceded by service as President (2013–2018) and COO (2006–2013), giving him deep operational and strategic familiarity with KMI’s business; he currently serves as President & CEO of the Greater Houston Partnership (effective December 1, 2023), a major civic economic organization . KMI’s skills matrix attributes to Kean broad expertise across industry operations, C‑suite leadership, public company boards, capital allocation, regulatory/EHS, legal, risk management, and energy transition, reflecting his breadth as an operator and board contributor . He is classified by the Board as not independent given his recent executive roles, and he does not sit on standing board committees, aligning with NYSE and KMI practice that committees be fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinder Morgan, Inc. | Chief Executive Officer | 2015–Aug 2023 | Led strategy, operations, and capital allocation; continuity from prior COO/President roles . |
| Kinder Morgan, Inc. | President | 2013–2018 | Oversaw enterprise operations and strategic initiatives . |
| Kinder Morgan, Inc. | Executive VP & Chief Operating Officer | 2006–2013 | Managed day‑to‑day operations across pipeline/terminals platform . |
| KMR, KMGP, EPB GP | President, COO, Director | 2013–2014 | Senior leadership roles across formerly public subsidiaries/general partners . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Houston Partnership | President & CEO | Effective Dec 1, 2023–present | Regional economic development leadership; network access; no KMI committee roles tied to this post . |
| Kinder Morgan Canada Limited (KML) | Chairman & CEO | 2017–2019 | Led KML (formerly public) until its acquisition; public board service captured in KMI skills matrix . |
Board Governance
- Independence: The Board determined Kean is not independent under NYSE/KMI guidelines due to his recent executive service; only directors other than Kinder, Kean, and Dang are independent .
- Committees: Kean is not a member of Audit, Compensation, EHS, or Nominating & Governance; all standing committees are fully independent and chaired by non‑employee directors .
- Attendance: The Board held seven meetings in 2024; each director attended at least 75% of aggregate meetings, and average attendance exceeded 97% .
- Leadership structure: Separate Chair/CEO since 2015; Michael C. Morgan is Lead Director, moderating executive sessions of non‑employee directors and leading CEO evaluation among independents .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual cash retainer | $235,000 | Increased to $250,000 | Paid quarterly; directors may elect to receive stock in lieu of cash under Non‑Employee Director Stock Plan . |
| Committee membership fees | $0 | $0 | No committee or meeting fees are paid . |
| Meeting fees | $0 | $0 | Reimbursement of reasonable expenses only . |
| Kean 2024 total director fees | $235,000 | N/A | Kean did not elect stock; compensation fully in cash . |
Performance Compensation
- Non‑employee director pay at KMI has no performance‑based components; elective stock grants are time‑restricted shares (generally six‑month forfeiture period) without performance metrics .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Kean in 2025 proxy . |
| Prior public boards | KML (Chairman & CEO) while public; skills matrix reflects “Other Public Company Boards” experience . |
| Interlocks/relationships considered for independence | Board considered Morgan’s investment firm managing funds for Kinder/Shaper and found immaterial; no Kean‑specific related party exposure disclosed . |
Expertise & Qualifications
- Industry/Operational; CEO/C‑suite; public board service; corporate finance/capital allocation; regulatory/EHS; legal; risk management; energy transition expertise, per Board skills matrix for Kean .
- Long executive tenure in midstream energy (pipelines/terminals) gives him unmatched familiarity with KMI’s assets, cost structure, and safety/EHS priorities cited by the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 7,581,855 (includes 265,000 held by spouse; plus 215,793 held by a charitable foundation where Kean shares voting/investment power and has no pecuniary interest) . |
| Ownership as % of shares outstanding | <1% (starred in table) based on 2,222,049,457 shares outstanding as of March 17, 2025 . |
| Pledged/margin | No pledging or margin holdings disclosed for Kean; KMI guidelines prohibit pledging/margin except above ownership minimums . |
| Director stock ownership guidelines | 3x annual retainer; all directors in compliance or within five‑year transition (Chronis) as of Jan 2025 . |
| Hedging policy | Directors/executives and household members are prohibited from hedging KMI securities; trading policy detailed and on file (Exhibit 19.1 to 2024 10‑K) . |
Governance Assessment
- Independence and committee posture: Kean’s non‑independent status and lack of committee assignments mean he does not participate in audit/comp/nom‑gov oversight, consistent with KMI’s requirement that committees be fully independent; this preserves committee independence but concentrates his influence at full Board level .
- Alignment: Significant share ownership and long‑term executive history create strong economic alignment with stockholders; director ownership guidelines further reinforce alignment, with full compliance reported .
- Engagement: Board attendance was robust (>97% average in 2024), and regular executive sessions of non‑employee directors are held, supporting effective oversight culture .
- Conflicts/related‑party exposure: No Kean‑specific related party transactions, pledging, or legal proceedings disclosed; Board independence review noted a separate relationship among other directors as immaterial .
- RED FLAGS: Not independent due to recent CEO service (could be perceived as reducing overall Board independence count), though KMI mitigates by keeping all standing committees fully independent; external leadership at Greater Houston Partnership suggests meaningful outside time commitments, but no conflict is disclosed .
Compensation governance context: Compensation Committee (Macdonald—Chair; Reichstetter; Shaper; Smith) is fully independent, met three times in 2024, retained no outside compensation consultant in 2024, and administers clawback policy; interlocks disclosed (Macdonald former executive 1999–2003), with no reciprocal insider participation at other entities in 2024 .
Shareholder feedback context: 2024 say‑on‑pay received over 94% approval; KMI runs annual investor engagement programs, including sustainability topics and Board composition, indicating openness to governance feedback .