Ted A. Gardner
KINDER MORGANAbout Ted A. Gardner
Ted A. Gardner (age 67) is an independent director of Kinder Morgan, Inc. (KMI), serving on the Board since 2014 . He is Managing Partner of Silverhawk Capital Partners (since 2005) and brings management, leadership, and energy-sector board experience; KMI cites his judgment and perspectives as important to guiding business strategy . Independence: the Board has affirmatively determined Gardner is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinder Morgan, Inc. | Director | Director since 2014 | Chair, Nominating & Governance; Member, EHS |
| Kinder Morgan Management LLC (KMR) | Director | 2011–2014 | Board experience at KMI affiliates |
| Kinder Morgan GP LLC (KMGP) | Director | 2011–2014 | Board experience at KMI affiliates |
| KMI predecessor | Director | 1999–2007 | Long-tenured governance continuity |
| CSI Compressco LP GP (Spartan Energy Partners acquisition) | Chairman of Board of GP | Jan 2021–Apr 2024 (ended on merger into Kodiak Gas Services) | Led governance through transaction culmination |
| Encore Acquisition Company | Director | 2001–2010 | Energy E&P governance |
| Athlon Energy Inc. | Director | 2013–2014 | Energy sector governance |
| Summit Materials Inc. | Director | 2009–May 2020 | Materials industry oversight |
| Spartan Energy Partners | Director | 2010–Nov 2021 | Midstream services governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silverhawk Capital Partners | Managing Partner | Since 2005 | Private equity leadership |
| Incline Energy Partners, LP | Director | Since 2015 | Energy investment vehicle board |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, EHS .
- Committee activity: EHS Committee met 2 times in 2024; Nominating & Governance met 3 times in 2024 .
- Independence: Independent under NYSE standards; all members of Audit, Compensation, and Nominating & Governance committees are independent .
- Attendance: The Board held 7 meetings in 2024; every director attended at least 75% of aggregate Board and committee meetings and average attendance exceeded 97% .
- Governance practices: Majority voting for directors; proxy access; clawback policy aligned to NYSE/SEC; stock ownership guidelines; hedging prohibition; separate Chair/CEO with Lead Director structure .
Fixed Compensation
| Component | 2024 Amount | 2025 Change | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $235,000 | $250,000 (approved for 2025) | Paid quarterly; no additional meeting or committee fees |
| Stock election (in lieu of cash) | Optional under Director Stock Plan | Optional | Gardner received cash (no stock election in 2024) |
| Expense reimbursement | Reasonable expenses reimbursed | — | Standard director practice |
Performance Compensation
| Component | Terms | 2024 Treatment |
|---|---|---|
| Equity in lieu of cash retainer | Directors may elect common stock; six-month forfeiture restrictions; dividend equivalents; shares rounded up to nearest ten | Gardner did not elect stock in 2024; total compensation was cash retainer |
| Options/PSUs | KMI does not grant options to directors; director plan facilitates stock in lieu of cash, not performance-conditioned awards | None applicable to Gardner in 2024 |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Incline Energy Partners, LP | Director | Ongoing since 2015 |
| CSI Compressco LP GP | Chairman of Board of GP | Role ended April 2024 on merger into Kodiak Gas Services |
| Summit Materials Inc. | Director | 2009–May 2020 (past) |
| Athlon Energy Inc. | Director | 2013–2014 (past) |
| Encore Acquisition Company | Director | 2001–2010 (past) |
| Spartan Energy Partners | Director | 2010–Nov 2021 (past) |
- No related-party transactions involving Gardner are disclosed; KMI’s policy requires Audit Committee review/approval for any >$120,000 transaction with director/EO interest . No material legal proceedings involving directors with adverse interest are reported .
Expertise & Qualifications
- Skills matrix: Other public company boards; corporate finance; capital allocation; risk management (ascribed to Gardner) .
- KMI cites Gardner’s management, leadership experience, and Board background as relevant to guiding business strategies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ted A. Gardner | 503,633 | <1% (*) | Includes 196,610 shares held by family LLC; Gardner disclaims 99% beneficial ownership of those shares |
| Directors’ ownership guidelines | 3x annual retainer for directors | — | As of Jan 2025, all directors are in compliance or within transition period (Ms. Chronis) |
| Hedging/Pledging | Hedging prohibited; pledging prohibited up to guideline thresholds (permitted only for excess holdings) | — | No pledging disclosed for Gardner in proxy |
Governance Assessment
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Strengths:
- Independent director with deep energy investment and board experience; chairs Nominating & Governance and contributes to EHS oversight, aligning with stakeholder priorities .
- Clean independence determination; no disclosed related-party transactions or adverse legal proceedings .
- Solid alignment mechanisms: director stock ownership guidelines (3x retainer), hedging prohibitions, and ability to elect stock for retainer under the director plan .
-
Potential watch items:
- Extensive energy investment ties via Silverhawk and multiple energy boards create sector proximity; while independence is affirmed, investors may monitor any future transactions for conflicts (no such transactions disclosed) .
- No committee fees; compensation is fixed retainer; governance relies on ownership guidelines for alignment—ensure continued compliance as retainer increased to $250k in 2025 .
-
Signals:
- Board average attendance >97% and Gardner serving as committee chair indicate engagement and governance influence .
- KMI’s adoption of proxy access, majority voting, sustainability oversight via EHS, and updated clawback policy support investor confidence in governance rigor .
RED FLAGS: None disclosed for Gardner on related-party transactions, pledging, hedging, or attendance shortfalls in the 2024 reporting period .