Not independent
Tenure on this board
26.7 yrs
11 nominees · 3 ballot items.
Election of 11 directors; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Election of 11 nominated directors, each for a one-year term expiring in 2027.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as KMI’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory stockholder vote to approve the company’s executive compensation practices as described in the proxy statement. Management seeks endorsement to confirm that its compensation approach—centering on performance-based cash bonuses tied to distributable cash flow (DCF) per share and long-term RSU awards with three-year cliff vesting and performance conditions—appropriately aligns executives’ interests with long-term stockholder value. The Board emphasizes design features intended to limit excessive risk-taking, including absence of ‘stretch’ equity goals, minimum three-year vesting for most awards, stock ownership guidelines for executives and a clawback policy compliant with NYSE and SEC requirements. The Compensation Committee (composed entirely of independent directors) sets targets and retains discretion to adjust payouts based on consolidated leverage, EHS and operational performance and individual contributions, and it uses peer benchmarking to set competitive but reasonable compensation levels. Management argues that the CEO’s compensation is further aligned through her waiver of the annual cash bonus and a greater weighting of long-term equity, while other named officers receive a mix of below-market base pay and incentive compensation. The Board recommends a “FOR” vote, asserting shareholder approval supports the company’s pay-for-performance philosophy and aids in retention and motivation of leadership critical to executing the company’s strategy. Potential investor concerns — such as the heavy use of equity revaluation in reported compensation metrics or the concentration of pay in long-term awards — are mitigated by the company’s stated reliance on achievable performance metrics (DCF per share), clawback provisions and engagement with major institutional holders. In evaluating the proposal, sophisticated investors should weigh the alignment mechanisms and governance safeguards described by management against the degree to which realized pay correlates with long-term operating performance and shareholder returns, and consider that the vote is advisory and intended to inform future compensation decisions by the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.64% | 125,501,841 | $4.2B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.62% | 124,953,580 | $4.2B |
| 3 | BlackRock, Inc. | 3.34% | 74,313,652 | $2.5B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.03% | 67,321,478 | $2.3B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 48,653,599 | $1.6B |
| 6 | BlackRock, Inc. | 1.95% | 43,303,381 | $1.5B |
| 7 | BANK OF AMERICA CORP /DE/ | 1.79% | 39,790,323 | $1.3B |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.36% | 30,363,803 | $1.0B |
| 9 | Blackstone Inc. | 0.94% | 20,909,303 | $701M |
| 10 | BlackRock, Inc. | 0.80% | 17,829,402 | $598M |
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