Sector: Energy
KINDER MORGAN INC · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 11 Directors
KMI's 3-year total return of +124.2% outperforms the company-disclosed peer group median by +47.5 percentage points, well below the 65pp threshold required to trigger an against vote for a director with strong positive TSR; no overboarding, attendance, or independence concerns identified.
As CEO and director, Ms. Dang is subject to the same TSR trigger as all other directors; KMI's outperformance of +47.5pp versus peers is below the 65pp trigger threshold, so no TSR concern applies, and no other disqualifying factors are present.
Ms. Chronis joined the board in May 2024, which is within the 24-month exemption window, so she is exempt from the TSR trigger; she holds relevant energy-industry and financial expertise as a former Deloitte Senior Partner and CPA.
KMI's 3-year peer outperformance of +47.5pp does not reach the 65pp trigger threshold; Mr. Gardner holds no more than three public board seats, meets attendance standards, and brings relevant energy-industry investment experience.
No TSR trigger applies given KMI's strong peer outperformance; Mr. Hall brings over 40 years of legal and public-sector experience and meets all attendance and independence requirements.
No TSR trigger applies; Mr. Kean served as KMI's CEO until 2023 and brings deep operational expertise; his current outside role as President of the Greater Houston Partnership is a non-profit leadership position, not a public company board seat raising overboarding concerns.
No TSR trigger applies given KMI's strong peer outperformance; Mr. Morgan serves as lead director and holds relevant investment and energy experience; his outside board affiliations (Stonepeak-Plus Infrastructure Fund LP, plus Sunnova and Stem which ended in 2024) do not constitute overboarding under the policy.
No TSR trigger applies; Mr. Reichstetter brings extensive investment banking and capital markets expertise and serves as Audit Committee chair, meeting the financial expertise requirement.
No TSR trigger applies; Mr. Shaper holds one current public board seat (Service Corporation International) following the end of his Sunnova tenure in November 2025, well below the overboarding threshold, and brings deep KMI operational knowledge.
No TSR trigger applies; Mr. Smith brings over 40 years of energy-industry experience including legal and executive roles, and meets all attendance and independence requirements.
No TSR trigger applies; Mr. Vagt brings broad energy-industry and governance experience and currently serves on EQT Corporation's board; he holds no more than two public board seats, which is within the policy limit.
All 11 director nominees receive a FOR vote. KMI's 3-year total shareholder return of +124.2% outperforms its company-disclosed peer group median by +47.5 percentage points, which does not reach the 65pp underperformance threshold required to trigger an against vote under the strong-positive-TSR policy band. No directors are overboarded, all attended at least 75% of meetings, audit committee members have financial expertise, and no problematic independence or familial-relationship issues were identified. Ms. Chronis, who joined in May 2024, is within the 24-month new-director exemption period.
CEO
Kimberly A. Dang
Total Comp
$12,331,566
Prior Support
over 95%%
CEO Kimberly Dang received total compensation of approximately $12.3 million in 2025, with the vast majority delivered as long-term equity awards (restricted stock units worth approximately $11.75 million) rather than cash, creating strong alignment between her pay and shareholder outcomes — this is well above the 50-60% variable pay threshold the policy requires. The pay-for-performance alignment check passes: KMI's 3-year total shareholder return of +124.2% outperforms the company-disclosed peer group median by +47.5 percentage points, justifying above-median incentive pay. Shareholders expressed strong support — over 95% approval — at the 2025 annual meeting, the company has a meaningful clawback policy in place, and no other red flags (excessive fixed pay, lack of performance conditions, or equity dilution concerns) were identified.
Auditor
PricewaterhouseCoopers LLP
Tenure
28 yrs
Audit Fees
$8,054,500
Non-Audit Fees
$442,840
PwC has served as KMI's auditor since 1997 — approximately 28 years — which exceeds the 25-year tenure threshold that would normally trigger an against vote. However, the audit committee provides relevant mitigating context: all services are pre-approved, the committee has reviewed non-audit services and concluded they are compatible with auditor independence, and the non-audit fee ratio is very low (non-audit fees of approximately $443,000 represent only about 5.5% of audit fees of $8,054,500, well below the 50% threshold). Given the low non-audit fee ratio, no reported restatements, PwC's Big 4 status appropriate for a $73B company, and the audit committee's active oversight and annual evaluation of the auditor, the long tenure is a noted concern but not sufficient alone to overcome an otherwise clean record; the vote is FOR with the tenure flag noted.
KMI's 2026 annual meeting ballot contains three standard proposals: election of 11 directors, ratification of PricewaterhouseCoopers as auditor, and an advisory vote on executive compensation. All three proposals receive FOR votes — the director slate benefits from strong 3-year total shareholder return that significantly outperforms peers, the CEO compensation program is heavily equity-weighted and aligned with shareholder returns, and PwC's non-audit fees are minimal despite a tenure that exceeds the 25-year policy threshold. No stockholder proposals appear on the ballot.
20 companies disclosed in 2026 proxy filing
