Thomas A. Martin

About Thomas A. Martin

Thomas A. Martin (age 63) is President of Kinder Morgan, Inc. (KMI) and a member of the three-person Office of the Chairman alongside Executive Chairman Richard Kinder and CEO Kimberly Dang. Martin became President on August 1, 2023 after serving as Executive Vice President from February–August 2023 and previously leading the Natural Gas Pipelines segment since 2009; he holds a BBA from Texas A&M University . KMI’s pay-for-performance design ties incentives to distributable cash flow (DCF) per share, leverage, EHS and segment EBDA; company DCF per share was $2.19 in 2024 and $2.10 in 2023, while cumulative TSR rose to $177.77 by year-end 2024 versus a $100 base at 12/31/2019, illustrating alignment between compensation and shareholder returns .

Company performance context:

Metric	2020	2021	2022	2023	2024
DCF per share ($)	2.02	2.40	2.19	2.10	2.19

Cumulative TSR ($100 base at 12/31/2019)	2020	2021	2022	2023	2024
KMI	$69.23	$85.67	$103.86	$108.12	$177.77
Alerian Midstream Energy Index	$76.64	$106.08	$128.92	$147.00	$212.45
S&P 500 Index	$118.40	$152.39	$124.79	$157.59	$197.02

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan, Inc.	President	Aug 2023–present	Executive oversight as part of Office of the Chairman; enterprise-wide leadership
Kinder Morgan, Inc.	Executive Vice President	Feb 2023–Aug 1, 2023	Transition leadership prior to assuming President role
Kinder Morgan, Inc.	Vice President (President, Natural Gas Pipelines)	2009–Feb 2023	Led KMI’s largest segment; budgeted EBDA performance tied to incentives
Kinder Morgan, Inc.	President, Texas Intrastate Pipeline Group	2005–2009	Managed intrastate pipeline operations
El Paso Pipeline GP Company, L.L.C. (EPB GP)	Director	2012–2014	Governance of GP for El Paso Pipeline Partners

External Roles

No current public-company board roles disclosed for Martin; executive and prior director service noted within KMI and its subsidiaries .

Fixed Compensation

Metric	2021	2022	2023
Base Salary ($)	—	—	498,077
Target Annual Bonus ($)	—	—	1,250,000
Actual Annual Bonus Paid ($)	—	—	1,225,000

Notes:

Executive officer base salaries are generally below market; the company’s executive base salary cap moved from $500,000 (2018–2024) to $600,000 effective Jan 2025, though individual 2025 salaries are not disclosed here .
Martin was a named executive officer (NEO) in 2023; he was not listed as an NEO in 2024 .

Performance Compensation

Incentive Type	Metric	Weighting	Target	Actual	Payout / Shares	Vesting
Annual Incentive (2023)	DCF per share	Not disclosed	$2.13	$2.10	$1,225,000	Cash; paid per Annual Incentive Plan
Annual Incentive (2023)	Net Debt-to-Adjusted EBITDA	Not disclosed	4.0x	4.21x	Funding baseline ~97% (executive component)	Cash; funding adjusted by Committee
Long-term Incentive (RSU, multi-year grant)	DCF per share (performance condition)	Not disclosed	Target not published pre-vesting	N/A	382,572 RSUs (grant-date fair value $7,200,005)	Cliff vest on 7/31/2025, subject to performance & employment
Stock vested during 2023	RSU vesting criteria	N/A	2019 award target $2.20; 2020 award target $1.95	Achieved; vested	404,158 shares; $7,396,091 value realized	2019 RSUs vested 1/31/2023; 2020 RSUs vested 7/31/2023

Program design highlights:

Primary metrics for incentives are DCF per share, consolidated leverage (Net Debt-to-Adjusted EBITDA), EHS/operational performance, and segment EBDA for segment presidents; the company does not use TSR or “stretch” goals to avoid excessive risk-taking and to maintain retention efficacy .
RSU awards typically have three-year cliff vesting and an achievable DCF per share target; RSUs accrue dividend equivalents until vesting .

Equity Ownership & Alignment

Item	Amount / Terms
Beneficial Ownership (3/11/2024)	1,294,723 shares; <1% of class
Ownership details	Includes 277,950 shares held in a family trust with shared voting/disposition power; Martin disclaims beneficial ownership of those trust shares; excludes 382,572 unvested RSUs
Unvested RSUs	382,572 RSUs scheduled to vest 7/31/2025 (multi-year grant)
Accelerated vesting value of RSUs (hypothetical at 12/31/2023)	$6,748,570 (unvested RSUs × $17.64)
Stock ownership guidelines	2× base salary for executive officers; meet within 5 years; retain 50% of shares from vesting until compliance
Compliance status	Company indicates all directors and executive officers are compliant or within transition as of Jan 2025
Hedging / pledging policy	Hedging prohibited; pledging/margin accounts prohibited up to guideline levels; flexibility only for holdings exceeding guidelines; 10b5-1 pre-approved plans permitted
Options outstanding	None; KMI currently does not use stock options

Employment Terms

Term	Detail
Employment agreements	None for executive officers; no special severance arrangements or perquisites
Severance plan	Up to six months base salary; for 2023, $250,000 (based on a $500,000 annual rate) if qualified event occurred 12/31/2023
Change-in-control (CIC) – RSUs	Double-trigger acceleration (CIC plus qualifying termination); assumption/substitution possible; if not continued, committee may accelerate or cash-out awards
Annual Incentive – CIC clause	If CIC occurs and Richard Kinder is no longer Chairman, executives deemed to earn 100% of bonus opportunity (unless previously set otherwise) and paid within 30 days (must be employed on CIC date)
Clawback policy	NYSE/SEC-compliant compensation recovery policy effective Dec 1, 2023
Retirement plans – Cash Balance	Present value of accumulated benefit: $256,806 (12/31/2023)
Retirement plans – Lump sum	Cash Balance lump sum if termination at 12/31/2023 and benefit commenced 1/1/2024: $258,725
Savings Plan (401k)	Savings Plan benefit if termination at 12/31/2023 and commenced 1/1/2024: $1,041,209

Investment Implications

Alignment and retention: Multi-year RSU grant (382,572 RSUs) cliff-vests on 7/31/2025 subject to DCF-based performance and continued employment, pointing to strong retention incentives and near-term alignment with KMI’s cash generation and leverage discipline .
Incentive metrics vs. payout history: 2023 DCF per share came in slightly below target ($2.10 vs $2.13), with executive bonus funding ~97% and Martin’s bonus at $1.225M, evidencing disciplined calibration to operating cash performance rather than equity market sentiment .
Risk safeguards: No employment agreements or option overhang, modest severance (0.5× salary), a robust clawback, and prohibition on hedging/standing orders (except pre-approved 10b5-1) mitigate governance and trading-risk concerns; CIC protection follows double-trigger standards .
Ownership and pledging: Martin’s disclosed holdings include trust shares and unvested RSUs; KMI’s policy discourages pledging below guideline levels and indicates executives are compliant or within transition periods as of Jan 2025, reducing alignment red flags .

Overall, Martin’s pay mix (cash bonus plus RSUs with DCF hurdles) and pending 2025 RSU vesting tie his incentives to KMI’s distributable cash generation and leverage trajectory, while governance features limit undue risk-taking or misaligned trading behavior .