D. Mark Leland
About D. Mark Leland
Independent director of Kinetik Holdings Inc. (KNTK) since 2017; age 63. Former interim President & CEO of Deltic Timber (2016–2017) and longtime El Paso Corp executive (EVP & CFO 2005–2009; President of El Paso’s midstream unit 2009–2012). He holds a B.B.A. in finance and economics from the University of Puget Sound and is designated as an Audit Committee Financial Expert on Kinetik’s board. He is classified as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deltic Timber Corporation | Interim President & CEO | Oct 2016–Mar 2017 | Led transition leadership |
| El Paso Corporation | EVP & CFO | 2005–2009 | Senior finance leadership |
| El Paso Corporation (Midstream Business Unit) | President | 2009–2012 | Led midstream operations |
| El Paso Pipeline Partners, L.P. | Director | 2007–2012 | Board oversight at MLP affiliate |
| El Paso Exploration & Production Co. | SVP & CFO | 2004–2005 | E&P finance leadership |
| GulfTerra Energy Partners GP | VP & COO of GP | 2003 | Operations leadership |
| GulfTerra Energy Partners GP | VP & Controller | 1997–2003 | Controller responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PotlatchDeltic Corporation | Director | Within last 5 years | Public company board service |
| Equitrans Midstream Corporation | Director | Within last 5 years | Public company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Leland is independent under NYSE and company standards |
| Committee Assignments | Audit Committee (Audit Committee Financial Expert); Governance & Sustainability Committee |
| Committee Chair Roles | None (Audit Chair: Byers; Compensation Chair: McCarthy; Governance Chair: Sugg) |
| Attendance & Engagement | Board held 6 meetings in 2024; Audit 5; Governance 5. All continuing directors attended all regularly scheduled Board and committee meetings of which they were members (i.e., 100%). |
| Lead Independent Director | Laura A. Sugg designated Lead Independent Director |
| Executive Sessions | Independent directors hold regular executive sessions without management |
| Cyber/Risk Oversight | Audit oversees ERM and cybersecurity; Governance oversees ESG and governance risks |
| Conflict Resolution | Audit Committee resolves potential conflicts in related-party transactions with Blackstone and I Squared under the Related Persons Transactions Policy |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Leland – Fees Earned or Paid in Cash (2024) | $107,500 | As disclosed in 2024 Director Compensation Table |
| Leland – Stock Awards (2024) | $142,799 | Fully vested RSUs; Leland elected to defer settlement until termination of service |
| Leland – Total (2024) | $250,299 | Sum of cash and equity |
Director compensation policy (for non-employee, non-affiliate directors) in effect for 2024:
| Type of Compensation | Value |
|---|---|
| Annual Cash Retainer | $110,000 |
| Lead Director Annual Retainer | $30,000 |
| Audit Committee Chair Retainer | $35,000 |
| Compensation Committee Chair Retainer | $20,000 |
| Governance & Sustainability Committee Chair Retainer | $15,000 |
| Annual Equity Compensation (fully vested RSUs) | $140,000 |
Notes: No compensation paid to employee directors or directors designated by Blackstone or I Squared. Non-employee directors may defer cash retainers and equity settlement; Leland elected equity deferral for 2024. Stock ownership requirement: 5x annual cash retainer, with compliance expected within five years; all non-employee directors other than a 2024 appointee were in compliance as of 2024.
Performance Compensation (Director)
- None disclosed. Kinetik’s non-employee director equity awards are fully vested RSUs granted annually; no performance-conditioned director awards or meeting fees are disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) |
|---|---|---|
| PotlatchDeltic Corporation | Director | Not disclosed in KNTK proxy |
| Equitrans Midstream Corporation | Director | Not disclosed in KNTK proxy |
Company policy limits service to three other public company boards (unless otherwise approved) and limits Audit Committee members to no more than three public company audit committees without Board approval.
Expertise & Qualifications
- Extensive operational and financial experience in the midstream energy industry, with multiple senior finance and operating roles at El Paso and GulfTerra; designated Audit Committee Financial Expert.
- Brings public company governance experience from multiple boards.
Equity Ownership
| Holder | Class A Shares | Class A % | Class C Shares | Class C % | Combined Voting Power |
|---|---|---|---|---|---|
| D. Mark Leland | 20,201 | <1% | — | — | 20,201 (<1%) |
- Anti-hedging and anti-pledging policy applies to directors; directors are prohibited from pledging company securities as collateral for a loan.
- Director Stock Ownership Requirement: 5x annual cash retainer ($110,000); non-employee directors were in compliance as of 2024 (except a 2024 appointee still within compliance window).
Governance Assessment
-
Positive signals:
- Independence, 100% meeting attendance, and dual committee service (Audit and Governance) with Audit Committee Financial Expert designation support board effectiveness.
- Strong structural safeguards: separate Chair/CEO with a Lead Independent Director; 90% of board members independent; robust anti-hedging/anti-pledging and clawback policies; director ownership guidelines.
- Director equity deferral (Leland elected to defer 2024 RSU settlement) and stock ownership compliance indicate alignment with long-term shareholder interests.
- Board-level oversight of ERM and cybersecurity, with Audit Committee tasked to resolve related-party conflicts (notably with Blackstone and I Squared) under formal policies.
- Shareholder support trends: Say-on-pay received 99.7% approval in 2024, signalling broad investor confidence in compensation governance.
-
Watch items:
- Concentrated ownership and director designation rights (Blackstone ~49% combined voting power with right to nominate three directors; I Squared ~16.9% with right to nominate one) can shape board dynamics; mitigated by high overall independence and independent committee leadership.
- No director-specific related-party transactions disclosed for Leland; continue to monitor disclosures and Form 4 filings for insider trading or pledging (prohibited by policy).
No red flags specific to Leland were disclosed in the latest proxy regarding attendance shortfalls, related-party transactions, or policy violations.