Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Kinder Morgan, Inc. |
Entity Central Index Key | 0001506307 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 $ / shares | |
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of our company. For further information concerning our compensation philosophy and how we align executive compensation with our performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” (a) (b) (c) (d) (e) (f) (g) (h) Value of Initial Fixed $100 Year SCT Total for (1) Compensation (2) Average (3) Average (4) Total (5) Peer Group (6) Net Income (7) DCF (8) 2022 $ 1,462 $ 3,423,955 $ 3,942,132 $ 5,228,245 $ 103.86 $ 128.92 $ 2,625 $ 2.19 2021 $ 18,000,259 $ 20,979,641 $ 3,515,379 $ 4,479,563 $ 85.67 $ 106.08 $ 1,850 $ 2.40 2020 $ 1 $ (5,844,293 ) $ 3,066,226 $ 1,493,805 $ 69.23 $ 76.64 $ 180 $ 2.02 (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Kean (our principal executive officer, or “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, or “SCT.” See “Executive Compensation — Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Kean, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by Mr. Kean during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table for each year to determine the compensation actually paid for such year: Year SCT Total Deduction of (a) Addition of (b) Deduction of (c) Addition of (d) Compensation 2022 $ 1,462 $ — $ 3,423,298 $ (1,461 ) $ 656 $ 3,423,955 2021 $ 18,000,259 $ (18,000,005 ) $ 20,978,946 $ (253 ) $ 694 $ 20,979,641 2020 $ 1 $ — $ (5,845,112 ) $ — $ 818 $ (5,844,293 ) (a) The grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, which amounts are deducted from Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table in accordance with Item 402(v) in calculating compensation actually paid to Mr. Kean. (b) The equity award adjustments for each year presented include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value and (iv) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Year over Year over Value of Total Equity 2022 $ — $ 2,287,350 $ — $ 1,135,948 $ 3,423,298 2021 $ 16,341,161 $ — $ 3,355,569 $ 1,282,216 $ 20,978,946 2020 $ — $ (6,783,495 ) $ — $ 938,383 $ (5,845,112 ) (c) Amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year, which amounts are deducted from Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table in accordance with Item 402(v) in calculating compensation actually paid to Mr. Kean for such year. (d) Pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by Mr. Kean during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the three years. (3) The dollar amounts reported in column (d) represent the average amounts reported for our NEOs as a group (excluding Mr. Kean) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are for all three years: Ms. Dang, Mr. Michels, Mr. Holland, and Mr. Sanders. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Kean) (referred to as “Non-PEO NEOs” in the column headings), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kean) for each year to determine the average compensation actually paid, using the same methodology as described above in note (2): Year Average Deduction Addition of Deduction of Addition of Average 2022 $ 3,942,132 $ (2,562,508 ) $ 3,840,097 $ (3,047 ) $ 11,571 $ 5,228,245 2021 $ 3,515,379 $ (2,062,504 ) $ 3,022,591 $ (7,212 ) $ 11,309 $ 4,479,563 2020 $ 3,066,226 $ (1,762,508 ) $ 185,563 $ (6,767 ) $ 11,291 $ 1,493,805 (a) The amounts deducted or added in calculating the average equity award adjustments are as follows: Year Average Year over Average Average Total 2022 $ 2,676,495 $ 521,388 $ 217,052 $ 425,162 $ 3,840,097 2021 $ 1,872,428 $ 478,958 $ 283,128 $ 388,077 $ 3,022,591 2020 $ 1,596,652 $ (1,336,629 ) $ (359,415 ) $ 284,955 $ 185,563 (b) Average pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by the NEOs (averaged) during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year (averaged) that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the three years. (5) The dollar amounts reported assume that the value of the investment in our common stock was $100 at December 31, 2019, and that all dividends were reinvested. The cumulative total return to our stockholders was calculated using the closing price of our common stock on December 30, 2019 (the last trading day of 2019) of $21.17. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period; by the share price at the beginning of the measurement period. (6) The dollar amounts reported represent the weighted peer group TSR using the same valuation approach as described in footnote (5) above, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Alerian Midstream Energy Index. (7) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8) See “Executive Compensation — Non-GAAP Financial Measures” for an explanation of the definition of DCF per share. | |||
Company Selected Measure Name | DCF per Share | |||
Named Executive Officers, Footnote [Text Block] | (1) | |||
Peer Group Issuers, Footnote [Text Block] | (6) The dollar amounts reported represent the weighted peer group TSR using the same valuation approach as described in footnote (5) above, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Alerian Midstream Energy Index. | |||
PEO Total Compensation Amount | $ 1,462 | $ 18,000,259 | $ 1 | |
PEO Actually Paid Compensation Amount | $ 3,423,955 | 20,979,641 | (5,844,293) | |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Kean, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by Mr. Kean during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table for each year to determine the compensation actually paid for such year: Year SCT Total Deduction of (a) Addition of (b) Deduction of (c) Addition of (d) Compensation 2022 $ 1,462 $ — $ 3,423,298 $ (1,461 ) $ 656 $ 3,423,955 2021 $ 18,000,259 $ (18,000,005 ) $ 20,978,946 $ (253 ) $ 694 $ 20,979,641 2020 $ 1 $ — $ (5,845,112 ) $ — $ 818 $ (5,844,293 ) (a) The grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, which amounts are deducted from Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table in accordance with Item 402(v) in calculating compensation actually paid to Mr. Kean. (b) The equity award adjustments for each year presented include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value and (iv) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Year over Year over Value of Total Equity 2022 $ — $ 2,287,350 $ — $ 1,135,948 $ 3,423,298 2021 $ 16,341,161 $ — $ 3,355,569 $ 1,282,216 $ 20,978,946 2020 $ — $ (6,783,495 ) $ — $ 938,383 $ (5,845,112 ) (c) Amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year, which amounts are deducted from Mr. Kean’s compensation reported in the “Total” column of the Summary Compensation Table in accordance with Item 402(v) in calculating compensation actually paid to Mr. Kean for such year. (d) Pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by Mr. Kean during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the three years. | |||
Non-PEO NEO Average Total Compensation Amount | $ 3,942,132 | 3,515,379 | 3,066,226 | |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 5,228,245 | 4,479,563 | 1,493,805 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Kean) (referred to as “Non-PEO NEOs” in the column headings), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kean) for each year to determine the average compensation actually paid, using the same methodology as described above in note (2): Year Average Deduction Addition of Deduction of Addition of Average 2022 $ 3,942,132 $ (2,562,508 ) $ 3,840,097 $ (3,047 ) $ 11,571 $ 5,228,245 2021 $ 3,515,379 $ (2,062,504 ) $ 3,022,591 $ (7,212 ) $ 11,309 $ 4,479,563 2020 $ 3,066,226 $ (1,762,508 ) $ 185,563 $ (6,767 ) $ 11,291 $ 1,493,805 (a) The amounts deducted or added in calculating the average equity award adjustments are as follows: Year Average Year over Average Average Total 2022 $ 2,676,495 $ 521,388 $ 217,052 $ 425,162 $ 3,840,097 2021 $ 1,872,428 $ 478,958 $ 283,128 $ 388,077 $ 3,022,591 2020 $ 1,596,652 $ (1,336,629 ) $ (359,415 ) $ 284,955 $ 185,563 (b) Average pension benefit adjustments for each year presented are computed as the sum of two components: (i) the actuarially determined service cost for services rendered by the NEOs (averaged) during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year (averaged) that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, as calculated in accordance with U.S. GAAP. There was no prior service cost (ii above) for any of the three years. | |||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to Mr. Kean is not aligned with our cumulative TSR over the three years presented in the table due to his multi-year grant received in 2021 and his election to receive $1 in base salary and not to receive an annual cash bonus in all years presented. While the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Kean) is directionally aligned with our cumulative TSR over the three years presented in the table, this relationship is not based on the design of our compensation program. As described in more detail in “Executive Compensation — Compensation Discussion and Analysis,” we believe that performance targets should reward efforts to preserve and enhance the long-term value of our company and emphasize performance that is reasonably within our executives’ control, unlike measures such as TSR, which can be influenced by significant factors outside our executives’ control and may encourage behavior that is potentially adverse to long-term stockholder value. | |||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The amount of compensation actually paid to Mr. Kean is not aligned with our net income over the three years presented in the table due to his multi-year grant received in 2021 and his election to receive $1 in base salary and not to receive an annual cash bonus in all years presented. The average amount of compensation actually paid to the company’s NEOs as a group (excluding Mr. Kean) is generally aligned with our net income over the three years presented in the table. However, we do not use net income as a performance measure in the overall executive compensation program because net income is impacted by non-cash items that may not be reflective of our performance; rather, we use DCF per share as our primary financial performance metric, as discussed below. | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and DCF per share The amount of compensation actually paid to Mr. Kean is not aligned with our DCF per share over the three years presented in the table due to his multi-year grant received in 2021 and his election to receive $1 in base salary and not to receive an annual cash bonus in all years presented. The average amount of compensation actually paid to our NEOs as a group (excluding Mr. Kean) is generally aligned with our DCF per share over the three years presented in the table, except that compensation actually paid for 2021 reflects normalized short-term incentive compensation relative to our DCF per share for 2021. Our DCF per share for 2021 was significantly higher than budgeted due to the impact of Winter Storm Uri, which we considered largely non-recurring. Compensation actually paid for 2022 also reflects our higher stock price attributed to equity awards as of year-end in accordance with Item 402(v) of Regulation S-K. As discussed further in “Executive Compensation — Compensation Discussion and Analysis,” the Compensation Committee sets a DCF per share target as the financial performance target for compensation awarded to NEOs other than Mr. Kean under our Annual Incentive Plan. In addition, we make long-term incentive equity awards to our NEOs in the form of RSUs that are subject to both a time-based vesting condition and a performance-based vesting condition, which is typically an achievable DCF per share target. | |||
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group Our cumulative TSR over the three year period presented in the table was 4%, while the cumulative TSR of the peer group presented for this purpose, the Alerian Midstream Energy Index, was 29% over the three years presented in the table. As described in more detail in “Executive Compensation — Compensation Discussion and Analysis,” we believe that performance targets should reward efforts to preserve and enhance the long-term value of our company and emphasize performance that is reasonably within our executives’ control, unlike measures such as TSR, which can be influenced by significant factors outside our executives’ control and may encourage behavior that is potentially adverse to long-term stockholder value. | |||
Tabular List [Table Text Block] | Financial Performance Measures As described in greater detail in “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The metrics we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the long-term value of our company for the benefit of our investors and other stakeholders. The most important financial performance measures we used to link executive compensation actually paid to the company’s NEOs to the company’s performance, for the most recently completed fiscal year, are as follows: • DCF per share • Consolidated Leverage Ratio • Segment EBDA (only applicable to Mr. Sanders, as President of Products Pipelines) | |||
Total Shareholder Return Amount | $ 103.86 | 85.67 | 69.23 | |
Peer Group Total Shareholder Return Amount | 128.92 | 106.08 | 76.64 | |
Net Income (Loss) | $ 2,625,000,000 | $ 1,850,000,000 | $ 180,000,000 | |
Company Selected Measure Amount | 2.19 | 2.4 | 2.02 | |
PEO Name | Mr. Kean | |||
Additional 402(v) Disclosure [Text Block] | (5) The dollar amounts reported assume that the value of the investment in our common stock was $100 at December 31, 2019, and that all dividends were reinvested. The cumulative total return to our stockholders was calculated using the closing price of our common stock on December 30, 2019 (the last trading day of 2019) of $21.17. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period; by the share price at the beginning of the measurement period. | |||
Share Price | $ / shares | $ 21.17 | |||
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | DCF per share | |||
Non-GAAP Measure Description [Text Block] | (8) See “Executive Compensation — Non-GAAP Financial Measures” for an explanation of the definition of DCF per share. | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Consolidated Leverage Ratio | |||
Measure [Axis]: 3 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Segment EBDA (only applicable to Mr. Sanders, as President of Products Pipelines) | |||
Mr. Kean [Member] | Equity Awards Value In Summary Compensation Table Grant Date Value [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 0 | $ (18,000,005) | $ 0 | |
Mr. Kean [Member] | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 3,423,298 | 20,978,946 | (5,845,112) | |
Mr. Kean [Member] | Pension Adjustments Pension Value In Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,461) | (253) | 0 | |
Mr. Kean [Member] | Total Pension Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 656 | 694 | 818 | |
Mr. Kean [Member] | Year End Fair Value Of Unvested Equity Awards Granted In Applicable Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 16,341,161 | 0 | |
Mr. Kean [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,287,350 | 0 | (6,783,495) | |
Mr. Kean [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 3,355,569 | 0 | |
Mr. Kean [Member] | Value Of Dividend Equivalents Paid On Unvested Restricted Stock Units [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 1,135,948 | 1,282,216 | 938,383 | |
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table Grant Date Value [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,562,508) | (2,062,504) | (1,762,508) | |
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 3,840,097 | 3,022,591 | 185,563 | |
Non-PEO NEO [Member] | Pension Adjustments Pension Value In Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (3,047) | (7,212) | (6,767) | |
Non-PEO NEO [Member] | Total Pension Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 11,571 | 11,309 | 11,291 | |
Non-PEO NEO [Member] | Year End Fair Value Of Unvested Equity Awards Granted In Applicable Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,676,495 | 1,872,428 | 1,596,652 | |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 521,388 | 478,958 | (1,336,629) | |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 217,052 | 283,128 | (359,415) | |
Non-PEO NEO [Member] | Value Of Dividend Equivalents Paid On Unvested Restricted Stock Units [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 425,162 | $ 388,077 | $ 284,955 |