William A. Smith
KINDER MORGANAbout William A. Smith
Independent director of Kinder Morgan, Inc. (age 80), serving since 2014, with 40+ years in the energy industry spanning executive, legal, and operating leadership roles. Smith’s background includes EVP and Chairman of El Paso Merchant Energy’s Global Gas Group, EVP & General Counsel of Sonat Inc., and senior roles at Southern Natural Gas and Sonat Exploration; he also served as partner at Galway Group, L.P. (2003–2012) and director of EPB GP (2008–2014) . The Board has affirmatively determined he is independent under NYSE and KMI Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Paso Merchant Energy’s Global Gas Group | EVP and Chairman | Through 2002 (retired from EP in 2002) | Led merchant energy global gas operations |
| El Paso Corporation (EP) | Executive Vice President | Until 2002 | Senior corporate leadership |
| Sonat Inc. | EVP & General Counsel | Prior to 1999 merger | Senior legal leadership |
| Southern Natural Gas Company | Chairman & President | Prior to 1999 merger | Operated major pipeline subsidiary |
| Sonat Exploration Company | Vice Chairman | Prior to 1999 merger | Upstream oversight |
| Galway Group, L.P. | Partner | 2003–2012 | Energy advisory and investment banking |
| EPB GP (El Paso Pipeline Partners GP) | Director | 2008–2014 | Governance of MLP general partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Rock Energy G&P LLC | Director | 2004–2015 | Oversight until sale in 2015 |
| Maritrans Inc. | Director | Until 2006 | Public maritime/energy transport oversight |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Governance Committee (member). Chairs: Compensation—Deborah A. Macdonald; Nominating & Governance—Ted A. Gardner .
- Independence: Independent under NYSE/KMI standards; all members of his committees are independent .
- Board activity and attendance: Board met 7 times in 2024; each director attended at least 75% of aggregate Board and committee meetings, with average attendance over 97% .
- Committee activity: Compensation Committee met 3 times; Nominating & Governance met 3 times in 2024 .
- Executive sessions: Non-employee directors meet regularly without management; lead director moderates sessions (lead director: Michael C. Morgan) .
- Governance features: Majority voting for directors; proxy access (3%/3 years, up to 20% of Board or 2 seats); double-trigger equity vesting under 2021 Stock Incentive Plan; clawback policy updated Dec 1, 2023 for NYSE/SEC compliance .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Elected (Y/N) | Committee/Meeting Fees | Total ($) |
|---|---|---|---|---|
| 2024 | 235,000 | No | None | 235,000 |
| 2025 (policy) | 250,000 | — | None | Retainer increased to $250,000 |
Notes:
- Non-employee directors received a flat annual retainer; no additional meeting or committee fees; may elect to receive retainer in common stock under the Stock Compensation Plan for Non-Employee Directors .
Performance Compensation
| Component | Terms | Metrics |
|---|---|---|
| Annual bonus | Not provided to directors | None (director pay not performance-linked) |
| Equity | Optional election to take retainer in restricted common stock (6-month restriction typical) | Not performance-based; shares subject to forfeiture conditions per plan |
Other Directorships & Interlocks
| Company | Current/Prior | Notes |
|---|---|---|
| Eagle Rock Energy G&P LLC | Prior (2004–2015) | Midstream gathering/processing |
| Maritrans Inc. | Prior (until 2006) | Marine transportation; prior public board |
| EPB GP (El Paso Pipeline Partners GP) | Prior (2008–2014) | MLP general partner directorship |
- Interlocks/conflicts: None disclosed for Smith; Board noted a non-material investment advisory relationship for a different director (Morgan) and determined it did not impair independence .
- Related party transactions: KMI policy requires Audit Committee approval for transactions >$120,000 involving directors/officers; no material related party transactions involving Smith disclosed .
Expertise & Qualifications
- Skills matrix marks Smith with: Industry/Operational Experience; CEO/C-level; Other Public Company Boards; Corporate Finance; Capital Allocation; Legal; Risk Management .
- Biography emphasizes legal and business expertise with extensive energy industry leadership .
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| William A. Smith | 47,668 | <1% | Includes 19,581 shares held by spouse (disclaimed) |
| Shares pledged | 0 | — | No pledges disclosed for Smith |
Additional alignment policies:
- Director stock ownership guideline: 3x annual retainer; expected to meet within 5 years; as of Jan 2025, all directors are compliant or within the transition period (Chronis) .
- Prohibition: Directors/executives and household members may not hold KMI securities in margin accounts or pledge shares required to meet guidelines; pledging permitted only for holdings above guideline levels .
Insider Trades
| Date (filing) | Type | Shares | Price ($) | Source |
|---|---|---|---|---|
| 2020-08-31 | Open-market purchase | 7,000 | 13.955 |
Governance Assessment
- Strengths: Independent director with deep sector, legal, and capital allocation experience; active on Compensation and Nominating & Governance Committees; Board’s governance framework includes majority voting, proxy access, robust ownership guidelines, clawback policy, and regular executive sessions .
- Alignment: Director compensation is simple and fixed, with optional stock election; Smith took cash only in 2024; ownership guidelines foster “skin-in-the-game” across the Board .
- Engagement: Board met 7 times; committees (Comp: 3; N&G: 3); average director attendance >97% and each director ≥75% of aggregate meetings, supporting effective oversight .
- RED FLAGS: None disclosed for Smith—no pledging; no related-party involvement; no material legal proceedings .
- Broader shareholder signals: 2024 say‑on‑pay approval >94% indicative of investor support for compensation governance; ongoing shareholder engagement noted .