DEF 14A of DT Midstream, Inc., Mar 28, 2024

DEF 14A of DT Midstream, Inc.

Filed Mar 28, 2024 · FY20230001140361-24-015985

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | DT Midstream | 4 | 2024 Proxy Statement |

  3. BOARD OF DIRECTORS

    | Name | Energy/ Midstream | Finance/ Accounting | Regulatory/ Public Affairs | Public Company Board | Public Company Executive | | Robert Skaggs, Jr. | X | X | X | X | X | | David Slater | X | X | X | X | X | | Angela Archon | | | X | X | X | | Stephen Baker | X | X | X | | X | | Elaine Pickle | X | X | X | X | | | Peter Tumminello | X | X | X | | X | | Dwayne Wilson | X | X | X | X | X |

  4. Our Board of Directors

    Our Board of Directors The following sets forth certain information, as of March 13, 2024, for each of our directors. Each person named below became a director of the Company on July 1, 2021, the date DT Midstream was separated from DTE Energy Company (“DTE Energy”) in a spin-off (the “Spin-Off”) and began operations as a stand-alone publicly traded company with the exception of David Slater who became a director of the Company on June 3, 2021, Dwayne Wilson who became a director of the Company on June 16, 2021 and Angela Archon who became a director of the Company on March 7, 2023. Wright Lassiter III resigned as a director of the Company on March 7, 2023, and Robert Skaggs, Jr. resigned as an employee of the Company effective June 30, 2023. Mr. Skaggs continues to serve as the Chairman of the Board. Each of our directors is a nominee for election as a director at this Annual Meeting.

  5. Our Board of Directors

    | Name | Age | Position(s) | | Robert Skaggs, Jr. | 69 | Director and Chairman of the Board | | David Slater | 58 | Director, President and Chief Executive Officer | | Angela Archon | 63 | Director | | Stephen Baker | 60 | Director and Lead Independent Director | | Elaine Pickle | 59 | Director | | Peter Tumminello | 61 | Director | | Dwayne Wilson | 65 | Director |

  6. Our Board of Directors

    | DT Midstream | 5 | 2024 Proxy Statement |

  7. Our Board of Directors

    | Robert Skaggs, Jr. | | | | Mr. Skaggs became a director of our Company following the Spin-Off. Mr. Skaggs has over 35 years of experience in the energy industry, including leading companies in the midstream, pipeline and regulated utility sectors. Mr. Skaggs also currently serves as an independent director on the board of DTE Energy, where he has been a director since 2017 and is a member of its nuclear oversight, organization and compensation, and finance committees. In addition, Mr. Skaggs previously served on the board of Team, Inc., a global provider of specialized industrial services, from 2019 to November 2021 and as a director for Cloud Peak Energy, Inc., a coal mining company, from 2015 to 2019. He also is past chairman of the American Gas Association’s board of directors and has served in leadership roles for a variety of charitable, community and civic efforts. | | | Prior to joining DT Midstream’s board, Mr. Skaggs served as president and chief executive officer of NiSource, Inc., a Fortune 500 energy holding company engaged in natural gas and electric utilities and the gas storage and pipeline business, from 2005 to 2015 and executed its successful separation of Columbia Pipeline Group, Inc. in mid-2015. Earlier in 2015, Mr. Skaggs executed the successful initial public offering of Columbia Pipeline Partners LP, a master limited partnership formed by NiSource, Inc. to own, operate and develop a portfolio of pipelines, storage and related midstream assets. Mr. Skaggs then served as chairman and chief executive of Columbia Pipeline Group, Inc., a natural gas pipeline and underground storage system company, and Columbia Pipeline Partners LP from 2015 to 2016. | | | Mr. Skaggs joined the law department of Columbia Gas Transmission in 1981 and served in various management roles until 1996, when he became president of Columbia Gas of Ohio and Columbia Gas of Kentucky. Effective with the 2000 merger of NiSource, Inc. and Columbia Energy Group, Mr. Skaggs became the president of Bay State Gas and Northern Utilities. In December 2001, his role was expanded to include the duties of president and chief executive officer of the Columbia companies in Pennsylvania, Virginia and Maryland. Mr. Skaggs was promoted to executive vice president, regulated revenue of NiSource, Inc. in 2003. Mr. Skaggs earned a Bachelor of Arts degree in economics from Davidson College, a Juris Doctorate from West Virginia University and a Master’s degree in Business Administration from Tulane University. | | | We believe that Mr. Skaggs’ business, operational and management expertise, including his specific experience serving as chairman and chief executive officer of a large, publicly traded energy holding company, separation experience and his experience serving on public company boards of directors, provide him with the necessary experience, qualifications and skills to serve as a director and Chairman of the Board of DT Midstream. |

  8. Our Board of Directors

    | DT Midstream | 6 | 2024 Proxy Statement |

  9. Our Board of Directors

    | David Slater | | | | Mr. Slater became a director of our Company on June 3, 2021 and became President and Chief Executive Officer of our Company on May 6, 2021. Mr. Slater has over 30 years of experience in the energy industry, where he has worked in both commercial business development and operational roles. Prior to the Spin-Off, Mr. Slater served as president and chief operating officer of DTE Energy’s Midstream Business (“DTE Energy Midstream Business”) and had been a member of DTE Energy’s executive leadership team since 2015. He joined DTE Energy in 2011 as senior vice president of the Gas Storage & Pipelines division of DTE Energy, which we refer to as “GSP”, before being promoted to executive vice president of the DTE Energy Midstream Business/GSP in 2014. | | | Prior to joining DTE Energy, Mr. Slater held various senior management positions at Goldman Sachs, Nexen Marketing USA Inc., a top 10 North American energy merchant, Engage Energy US, L.P., an energy merchant, and Union Gas Ltd., a gas utility in Ontario. Mr. Slater serves on the boards of the Millennium Pipeline, the Vector Pipeline, the NEXUS Gas Transmission Pipeline and the Interstate Natural Gas Association of America, where he serves on the compensation and dues committee. Mr. Slater recently served as the chair at the Interstate Natural Gas Association of America. Mr. Slater previously served as a board member of Metalore Resources, Inc., which was a publicly traded company. Mr. Slater earned a Master’s degree in Business Administration and an honours degree in business commerce from the University of Windsor. | | | We believe that Mr. Slater’s business, operational and management expertise, including his specific experience serving as president and chief operating officer of the DTE Energy Midstream Business and his experience serving on the boards of directors of the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline, provide him with the necessary experience, qualifications and skills to serve as a director and President and Chief Executive Officer of DT Midstream. |

  10. Our Board of Directors

    | Angela Archon | | | | Ms. Archon became a director of our Company on March 7, 2023. Ms. Archon’s career includes over 30 years at International Business Machines (IBM) where she held various global executive leadership roles in strategy, operations, IT systems, business development and supply chain management. Prior to her retirement in 2018, she held the position of Chief Operating Officer and Vice President, Transformation, in IBM’s Watson Health division. | | | Ms. Archon also has significant public board experience. She currently serves on the Board of Spirax-Sarco Engineering plc, which is a world leading thermal energy management and niche pumping specialist, and previously served on the boards of Switch, Inc. and H&R Block. Ms. Archon also serves on the board of Stewardship Trustees of CommonSpirit Health, the nation’s largest Catholic healthcare system. Ms. Archon serves on the board of the National Association of Corporate Directors, Texas TriCities Chapter. Ms. Archon holds two degrees from the University of Texas at Austin, a Bachelor of Science degree in Chemical Engineering and a Master of Science degree in Systems Engineering. | | | We believe that Ms. Archon’s strategic, operational, engineering and management experience, as well as public company board experience, provide her with the necessary experience, qualifications and skills to serve as a director of DT Midstream. |

  11. Our Board of Directors

    | DT Midstream | 7 | 2024 Proxy Statement |

  12. Our Board of Directors

    | Stephen Baker | | | | Mr. Baker became a director of our Company following the Spin-Off and was appointed Lead Independent Director on March 7, 2023. Mr. Baker is the owner and president and chief executive officer of Rondeau Energy Consulting Inc., a company established in 2019 focused on energy-related and merger and acquisition engagements. Mr. Baker served as president of Union Gas, Limited, which we refer to as “Union Gas,” from 2017 to 2019 as part of Enbridge Inc. Mr. Baker also served as president and chairman of Union Gas as part of Spectra Energy Corp. from 2012 to 2017. Over the course of his 30-year career with Union Gas, Mr. Baker held senior executive roles in finance, business development and marketing. Mr. Baker also held the role of vice president and treasurer of Spectra Energy Corp. from 2010 to 2012, where he led all treasury, capital markets and financing strategies. | | | Mr. Baker served on the board of Ontario’s Independent Electricity System Operator (“IESO”) from 2019 through June 2023. Mr. Baker sits on the Advisory Board of the MaRS Discovery District Energy Board and MyHEAT. Mr. Baker has previously chaired or served as a board member of a number of professional and community organizations, including the Canadian Gas Association, Ontario Energy Association and Union Gas, as well as the Children’s Treatment Centre of Chatham-Kent and the Chatham-Kent Community Leaders’ Cabinet. | | | Mr. Baker earned a Bachelor of Arts degree in honours chartered accountancy studies and a Master of Accounting degree from the University of Waterloo. Mr. Baker is a Certified Professional Accountant (Ontario/Canada) and holds an ICD.D directors certification from the Institute of Corporate Directors. | | | We believe that Mr. Baker’s business, financial, operational and management expertise, including his specific experience as a strong leader with extensive experience in the North American energy sector and track record of success building relationships with customers and stakeholders, along with his experience serving as president of a natural gas storage distribution and transmission services company, provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream. |

  13. Our Board of Directors

    | Elaine Pickle | | | | Ms. Pickle became a director of our Company following the Spin-Off. Ms. Pickle was a senior audit partner at Ernst & Young LLP, which we refer to as “EY”, from 2002 until her retirement in June 2021. Ms. Pickle also served as a National Professional Practice partner from 2014 to 2018, during which time she evaluated and had oversight for technical accounting, auditing and SEC reporting matters as well as quality initiatives. Ms. Pickle had 35 years of experience with EY serving both public and private companies primarily in the energy industry and held various roles and oversight positions throughout her career. Ms. Pickle is a certified public accountant and member of the American Institute of Certified Public Accountants and Texas State Board of Public Accountancy. She has served on the board and development committee of Theatre Under the Stars (“TUTS”) since 2018. Ms. Pickle earned her Bachelor of Business Administration in accounting, summa cum laude, from Texas Tech University in 1986. Ms. Pickle also completed the Northwestern University Kellogg School of Management Executive Leadership Program, EY Inclusiveness Leadership Program and National Association of Corporate Directors Directorship Certification Program. | | | Currently, Ms. Pickle serves on the corporate board and the audit committee of ChampionX Corporation, a global leader in chemistry programs and services, artificial lift solutions, automation and optimization equipment, and drilling technologies for the upstream and midstream oil and gas industry. | | | We believe that Ms. Pickle’s business and management expertise, including her specific experience as an audit partner and quality review partner serving upstream, midstream and energy services companies and her broad understanding and perspective of the energy industry in the U.S. and throughout the world, and public company board experience provide her with the necessary experience, qualifications and skills to serve as a director of DT Midstream. |

  14. Our Board of Directors

    | DT Midstream | 8 | 2024 Proxy Statement |

  15. Our Board of Directors

    | Peter Tumminello | | | | Mr. Tumminello became a director of our Company following the Spin-Off. In March 2022, Mr. Tumminello became the president of Anticipate Energy Advisors, LLC, a company focused on providing advice in the energy and gas utility industries. Mr. Tumminello was the group president of commercial businesses for Southern Company Gas, a natural gas utility and energy services company and a subsidiary of Southern Company, a gas and electric utility company headquartered in Atlanta, Georgia. He served in this most recent role since 2016 prior to retiring on April 30, 2021. In this role, he was responsible for all operations outside of the regulated entities, including wholesale services, retail energy and all midstream businesses, including pipeline investments and gas storage. In addition, he served on the board of the Southern Company Gas Foundation and was a member of the Southern Company Gas management council. | | | Prior to joining Southern Company Gas in 2003, Mr. Tumminello was vice president of energy supply for Green Mountain Energy Company, a renewable energy company, and worked for TPC Corporation, a midstream energy company, and ARCO Oil and Gas Company, a provider of oil and natural gas, in various capacities in energy marketing, storage and transportation asset management, petroleum engineering, finance and planning, mergers and acquisitions and project evaluation. Mr. Tumminello was recently vice chair at the Interstate Natural Gas Association of America where he served as the board chair of the climate policy committee. He is an advisory board member at Cristo Rey Jesuit College Preparatory School of Houston. He also serves as a director of CareerSpring. Mr. Tumminello earned a Bachelor of Science degree in petroleum engineering from Louisiana Tech University and a Master’s degree in Business Administration from the University of Southwestern Louisiana. | | | Since January 2023, Mr. Tumminello has served on the boards of two private companies, Centrio and Renewa, that are QIC portfolio companies. Centrio is focused on the business of owning and operating district energy assets and developing public-private infrastructure projects, primarily with universities. Renewa is focused on the business of owning land related to existing and new development projects. | | | We believe that Mr. Tumminello’s business, operational and management expertise, including his specific experience as group president of commercial businesses for Southern Company Gas, more than 30 years of experience in the energy industry and experience serving on the boards of directors of Centrio and Renewa, provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream. |

  16. Our Board of Directors

    | Dwayne Wilson | | | | Mr. Wilson became a director of our Company on June 16, 2021. Mr. Wilson has over 38 years of experience in the engineering, procurement and construction industry. Mr. Wilson also currently sits on the boards of Crown Holdings, Inc., a leading global supplier of packaging products, Sterling Infrastructure, Inc., a publicly traded heavy civil construction company, and Ingredion Incorporated, a leading global ingredients solutions company, where he previously chaired the compensation committee. From 2017 to 2020, he served on the board of AK Steel Holding Corporation, a leading producer of flat-rolled carbon, stainless and electrical steel products and carbon and stainless tubular products, where he served on the public and environmental affairs committee, as well as the nominating and corporate governance committee. | | | Previously, Mr. Wilson was senior vice president of Fluor Corporation, a publicly traded multinational engineering and construction firm, serving in the role from 2014 to 2016. From 1980 until 2011, he served in roles of increasing executive responsibility with Fluor Corporation, including as group president of industrial & infrastructure, president of mining and metals, president of commercial & institutional and vice president of manufacturing and life sciences. From 2011 until 2014, he served as president and chief executive officer of Savannah River Nuclear Solutions, a joint venture between Fluor Corporation, Honeywell International Inc. and Newport News Nuclear, Inc. Mr. Wilson earned a Bachelor of Science degree in civil engineering from Loyola Marymount University. | | | We believe that Mr. Wilson’s business, operational and management expertise, including his specific experience as a senior executive of a publicly traded company, and over 10 years of public company board experience provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream. |

  17. Our Board of Directors

    | DT Midstream | 9 | 2024 Proxy Statement |

  18. Director Compensation

    Director Compensation We have adopted a competitive compensation program for our non-employee directors to enable us to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our shares of common stock to further align their interests with those of our stockholders. Directors who are also employees of DT Midstream do not receive any additional compensation for their services as directors. In 2023, the Corporate Governance Committee, in consultation with Meridian Compensation Partners LLC (“Meridian”), our independent compensation consultant, and following a review of market and peer benchmark data, increased the annual cash retainer paid to our non-employee directors for their service on the Board from $80,000 to $100,000 and increased the annual equity retainer paid to our non-employee directors from $100,000 to $115,000. Additionally, the Corporate Governance Committee increased the annual cash retainer paid to the chairs of our Corporate Governance Committee, Finance Committee and ESG Committee from $10,000 to $15,000 and implemented a new annual cash retainer of $100,000 for the Chairman of the Board. These compensation changes were effective beginning in the second quarter of 2023. Our non-employee directors’ annual compensation consists of the following cash and equity-based compensation components:

  19. Director Compensation

    | Cash Compensation | | | Cash retainer | $100,000 annually; Chairman of the Board receives an additional cash retainer of $100,000 annually | | Committee chair retainer | $20,000 annually for Audit Committee Chair and Lead Independent Director; $15,000 annually for each of the O&C Committee Chair, Corporate Governance Committee Chair, Finance Committee Chair and ESG Committee Chair | | Equity Compensation | | | Annual equity compensation | A variable number of restricted stock units of DT Midstream valued at $115,000 annually deferred for one year or until retirement, whichever is elected by the director |

  20. Director Compensation

    | DT Midstream | 14 | 2024 Proxy Statement |

  21. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table sets forth information concerning the compensation of the Company’s non-employee directors who received compensation for 2023.

  22. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(4) | Total | | Angela Archon(1) | $92,501 | $115,000 | $207,501 | | Stephen Baker | $125,139 | $115,000 | $240,139 | | Wright Lassiter III(2) | $19,860 | — | $19,860 | | Elaine Pickle | $115,000 | $115,000 | $230,000 | | Robert Skaggs, Jr.(3) | $100,000 | $115,000 | $215,000 | | Peter Tumminello | $108,750 | $115,000 | $223,750 | | Dwayne Wilson | $110,000 | $115,000 | $225,000 |

  23. Director Compensation Table for 2023

    | (1) Ms. Archon was appointed to the Board on March 7, 2023. |

  24. Director Compensation Table for 2023

    | (2) Mr. Lassiter resigned as a director of the Company on March 7, 2023. In connection with Mr. Lassiter’s resignation from the Board, the vesting of the restricted stock units granted to Mr. Lassiter for his service as a director in 2022 was accelerated such that these restricted stock units vested in full immediately following Mr. Lassiter’s resignation. All other restricted stock units held by Mr. Lassiter that were outstanding as of his resignation were forfeited and cancelled in full for no consideration. |

  25. Director Compensation Table for 2023

    | (3) During 2023, Mr. Skaggs provided services to the Company as a director and executive officer of the Company (but not an NEO). Mr. Skaggs resigned as an employee of the Company effective June 30, 2023 but remained a member of the Board. Mr. Skaggs’ outstanding equity awards vested in connection with his resignation as an employee of the Company. While employed by the Company, Mr. Skaggs did not receive any compensation for his services provided to the Company as a director. This table reflects the compensation paid to Mr. Skaggs for his services to the Company as a director following June 30, 2023. Through June 30, 2023, Mr. Skaggs received the following as compensation for services provided to the Company as an employee: salary—$161,538; non-equity incentive plan compensation—$107,978; company contributions to the DTM 401(k) Plan (as defined below)—$15,077.02. |

  26. Director Compensation Table for 2023

    | (4) Represents the grant date fair value computed in accordance with ASC Topic 718 of the annual grants of restricted stock units, which will vest on May 4, 2024 or, if elected by the director, upon the director’s retirement from the Board, subject, in each case, to the director’s continued service as a non-employee director for the Company through that date. As of December 31, 2023, our non-employee directors other than Mr. Skaggs held the following number of outstanding restricted stock units (including reinvested dividends): Ms. Archon - 2,515, Mr. Baker – 6,478, Ms. Pickle – 6,478, Mr. Tumminello – 4,541 and Mr. Wilson – 6,478. Mr. Skaggs did not hold any outstanding restricted stock units or performance stock units. |

  27. Director Compensation Table for 2023

    In addition, we require that each non-employee director, within five years after initial election to the Board, own shares of the Company’s common stock having a value equal to five times their total annual cash retainer. In addition to directly owned shares, restricted stock units are counted toward the fulfilment of this ownership requirement. All of our directors are on track to meet this requirement within the five-year period.

  28. Director Compensation Table for 2023

    | DT Midstream | 15 | 2024 Proxy Statement |

  29. Pay for Performance Alignment

    | • | Competitive: Compensation must be competitive to attract and retain talented executives – data from peer group companies are taken into consideration when analyzing our compensation practices and levels; |

  30. What We Do

    | ✔ | Multiple performance metrics: We use multiple performance measures in our short-term and long-term plans that link compensation to our corporate objectives and maximize stockholder value |

  31. What We Do

    | ✔ | Independent oversight: Our O&C Committee is comprised of all independent directors and our compensation consultant is independent |

  32. What We Do

    | ✔ | Ongoing program evaluation: We review and update our peer groups and benchmarking on a regular basis to make sure our compensation remains competitive and aligned with evolving best practices |

  33. What We Don’t Do

    | ✘ | No single-trigger change-in-control payments |

  34. What We Don’t Do

    | ✘ | No tax gross ups on change-in-control payments |

  35. What We Don’t Do

    | ✘ | No guaranteed bonuses |

  36. Management’s Role

    | • | Recommending performance measures and metrics that are formulated based on our corporate strategy and priorities; |

  37. Management’s Role

    | • | Recommending base salary levels and other compensation, including equity awards; and |

  38. Executive Compensation Peer Group Assessment

    Executive Compensation Peer Group Assessment Each component of executive compensation (see the section titled “Key Components of Executive Compensation” below) is compared, measured and evaluated against an executive compensation peer group of companies. The O&C Committee approves the executive compensation peer group and periodically reviews and updates the companies included in that group. The O&C Committee reviews the executive compensation peer group annually. The 2023 executive compensation peer group was approved by the O&C Committee in August 2022. This peer group, which was applicable for compensation decisions with respect to compensation in 2023, consists of the companies listed below. The executive compensation peer group consists primarily of oil and gas storage and transportation companies, selected based on size, complexity and the quality of publicly available data with respect to these companies. The O&C Committee reviews the executive compensation peer group data when making compensation decisions relating to the Named Executive Officers and the Company’s mix of compensation components.

  39. Executive Compensation Peer Group Assessment

    | | Executive Compensation Peer Group | | | | • | Antero Midstream Corporation | • | Magellan Midstream Partners, LP | | • | Crestwood Equity Partners, LP | • | NuStar Energy, LP | | • | DCP Midstream, LP | • | Summit Midstream Partners, LP | | • | EnLink Midstream, LLC | • | Targa Resources Corp. | | • | Equitrans Midstream Corporation | • | Western Midstream Partners, LP | | • | Genesis Energy, LP | • | The Williams Companies, Inc. | | • | HF Sinclair Corporation | | |

  40. Executive Compensation Peer Group Assessment

    | DT Midstream | 31 | 2024 Proxy Statement |

  41. Executive Compensation Peer Group Assessment

    The O&C Committee retained Meridian to conduct a market study covering compensation practices for similar executive officer positions in the executive compensation peer group. A market study was completed in November 2022, and the results from this market study were used by the O&C Committee as a factor in determining the compensation for our Named Executive Officers during 2023.

  42. Key Components of Executive Compensation

    | • | Annual and Long-Term Incentives; |

  43. Key Components of Executive Compensation

    While the programs and pay levels reflect differences in job responsibilities, the structure of the compensation and benefits program is applied consistently to our Named Executive Officers, including the Chief Executive Officer. Differences in compensation between the Chief Executive Officer and the other Named Executive Officers are due, in part, to an analysis of peer group benchmark data, as well as differences in the responsibilities of each Named Executive Officer. We review each element of total compensation, both individually and on a combined basis, for each Named Executive Officer and make adjustments as appropriate based on these comparisons. The following is a more detailed discussion of the components of the Company’s executive compensation program:

  44. Annual and Long-Term Incentives

    Annual and Long-Term Incentives We have two primary types of incentives that reward our executives for performance. The incentives are designed to tie compensation to performance and align our executives’ interests with those of the Company’s stockholders. Our annual incentives allow us to reward executives with annual cash bonuses for performance against pre-established objectives based on work performed in the prior year. Our long-term incentives allow us to grant executives long-term equity incentives to encourage continued employment with DT Midstream and to accomplish predefined long-term performance objectives and to create stockholder alignment. We believe the current mix among base salary, annual incentives, and long-term incentives is appropriately set to provide market-competitive compensation when Company performance warrants. The mix is more heavily weighted toward incentive compensation at higher executive levels within the Company. The interplay between the annual incentives and the long-term incentives provides a balance to motivate executives to achieve our business goals and objectives and to properly reward executives for the achievement of such goals and objectives.

  45. Annual and Long-Term Incentives

    | DT Midstream | 32 | 2024 Proxy Statement |

  46. Annual Incentives

    Annual Incentives The objective of the annual incentives is to compensate individuals yearly based on the achievement of specific annual goals and tie compensation to near-term performance. In connection with the Spin-Off, we established the DT Midstream, Inc. Annual Incentive Plan (the “Annual Incentive Plan”). Under the terms of the Annual Incentive Plan, participating executives and other select employees may receive annual cash awards based on performance compared against pre-established Company, business unit and individual objectives. Objectives that management proposes are reviewed and approved or revised by the O&C Committee. The objectives include performance measures in several categories that are critical to our success. The weights, which can change from year to year, are determined based on the Company’s key priorities and areas of focus for the upcoming year. The final awards, if any, are paid after the O&C Committee approves the final results of each objective. For 2023, the O&C Committee adopted a 2023 Annual Incentive Plan Scorecard that is determined as follows:

  47. Annual Incentives

    | • | The executive’s most recent year-end base salary is multiplied by a target award percentage to arrive at the target award. |

  48. Annual Incentives

    | • | The target award is multiplied by a corporate performance modifier, ranging from 0% to 200%, that is determined based on final results compared to threshold, target and maximum levels for each objective. |

  49. Annual Incentives

    | • | The result is the earned Annual Incentive Plan award. |

  50. Annual Incentives

    | Year End Salaryx | Target Award Percentagex | Corporate Performance Modifier 0% to 200% | = | Earned AIP Award |

  51. Annual Incentives

    Each objective has a threshold, target and maximum level. The Company must attain a minimum level of achievement for an objective before any compensation is payable with respect to that objective. The minimum established level of each objective will result in a payout of 25% of target and the maximum established for each level (or better) will result in a payment of 200% of target. The target award levels for the Named Executive Officers for 2023 were as follows: Mr. Slater, 125% of base salary; Mr. Jewell, 90% of base salary; Mr. Zona, 100% of base salary; Ms. Ellis, 75% of base salary; and Ms. Cox, 55% of base salary. The financial performance measure, adjusted EBITDA, was chosen as an indicator of the Company’s financial strength as adjusted to align with the Company’s budget. With respect to business operations, the Operating Performance and Systems Reliability measures were chosen to enhance the Company’s operational excellence and together focus on upgrading and expanding the Company’s pipeline and construction projects. Business Development measures such as the advancement of projects, executing new business opportunities and business portfolio returns were chosen to align with stockholder interests in growing the business. Finally, certain environmental, social, governance and safety measures were included to promote the reduction of carbon emissions and other environmentally friendly practices and to ensure our Company is a safe and engaging place to work.

  52. Annual Incentives

    | DT Midstream | 33 | 2024 Proxy Statement |

  53. Annual Incentives

    For 2023, the performance objectives and the related weightings, thresholds, targets, maximums and results for calculating the Named Executive Officers’ pre-adjusted annual incentive award amounts were as follows:

  54. Annual Incentives

    | Category | Weight | Measures | Sub- Measure Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout | | Financial Performance | 60% | Adjusted EBITDA(1) | 60% | $895* | $915* | $935* | $924* | 145.00% | 87.00% | | Business Development | 15% | Business Development | 15% | See below | | | | 144.73% | 21.71% | | Operating Excellence | 15% | Operating Performance | 10% | See below | | | | 122.50% | 12.25% | | | | Systems Reliability | 5% | 96.5 | 97.5 | 98.5 | 99.0 | 200.00% | 10.00% | | Environmental, Social and Governance | 10% | ESG Initiatives | 5% | See below | | | | 95.00% | 4.75% | | | | OSHA Recordable Incident Rate | 5% | 1.69 | 0.92 | 0.23 | 0.25 | 197.10% | 9.86% | | Total | | | | | | | | | 145.57% |

  55. Annual Incentives

    | * In millions |

  56. Annual Incentives

    | (1) Adjusted EBITDA reflects Company operating earnings before expenses for interest, taxes, depreciation and amortization, gains or losses from financing activities and includes the proportional share of net income (excluding interest, taxes, depreciation and amortization) from our equity method investees and excludes the proportional share of depreciation and amortization attributable to minority interests in our consolidated subsidiaries. |

  57. Annual Incentives

    Business Development: 15% of the annual incentive award is based on achievement of various business development goals as approved by the O&C Committee, including maximizing available capacity, long-term contract returns, the advancement of projects, executing new business opportunities and business portfolio returns. See the table above for the payout for this performance measure. Operating Performance: 10% of the annual incentive award is based on achievement of operational performance goals as approved by the O&C Committee, including meeting in-service timing and approved budget goals for construction and expansion projects. See the table above for the payout for this performance measure. ESG Initiatives: 5% of the annual incentive award is based on achievement of certain environmental, social and governance goals as approved by the O&C Committee, including publishing a sustainability report and advancing our third-party certification program. See the table above for the payout for this performance measure.

  58. Long-Term Incentives

    Long-Term Incentives Long-term incentives provide the O&C Committee the ability to align programs that focus on our long-term performance over a three-year period, with the objective of aligning executives’ interests with those of our stockholders. The long-term incentives are awarded under the DT Midstream, Inc. Long-Term Incentive Plan (the “DT Midstream LTIP”) and reward executives and other employees with stock-based compensation. Our executives receive long-term incentive grants based upon a target percentage of base salary. The target award levels for the Named Executive Officers for 2023 were as follows: Mr. Slater, 575% of base salary; Mr. Jewell, 250% of base salary; Mr. Zona, 250% of base salary; Ms. Ellis, 175% of base salary; and Ms. Cox, 100% of base salary. The value composition of the long-term incentive grants for 2023 was as follows:

  59. Long-Term Incentives

    | Grant Type | Percent of Annual Award | | Performance Shares | 70% | | Restricted Stock Units | 30% |

  60. Long-Term Incentives

    | DT Midstream | 34 | 2024 Proxy Statement |

  61. Long-Term Incentives

    This mix was designed to provide incentives to executives for creating long-term stockholder value through strong financial and operating performance while also providing a portion as a time-based retention incentive. For 2023, the O&C Committee selected performance measures that it viewed as being key drivers of the long-term financial health of the Company and generators of year-over-year stockholder value: total stockholder return (“TSR”) versus the Company’s long-term incentive plan peer group and leverage ratio. Performance is measured over the three-year period that commenced on December 31, 2022 and will end on December 31, 2025. TSR versus our long-term incentive plan peer group is calculated based on simple average stock prices in the first and last months of the performance period (e.g., December 2022 and December 2025). Leverage ratio is calculated as total Company net debt (including long-term and short-term debt and cash and cash equivalents and excluding debt held by unconsolidated investees) divided by adjusted EBITDA. The long-term incentive plan peer group, which is applicable for performance-based long-term incentive compensation awards granted to our Named Executive Officers in 2023, was approved by the O&C Committee in December 2022 and consists of the companies listed below.

  62. Long-Term Incentives

    | | Long-Term Incentive Plan Peer Group | | | | • | Antero Midstream Corporation | • | MPLX, LP | | • | Crestwood Equity Partners, LP | • | ONEOK, Inc. | | • | Energy Transfer, LP | • | Targa Resources Corp. | | • | EnLink Midstream Corporation | • | TC Energy Corporation . | | • | Enterprise Products Partners, LP | • | Western Midstream Partners, LP | | • | Equitrans Midstream Corporation | • | The Williams Companies, Inc. | | • | Kinder Morgan, Inc. | | |

  63. Long-Term Incentives

    The performance objectives and the related weightings, thresholds, targets, and maximums applicable to the performance-based long-term incentive awards granted in 2021 that vested on December 31, 2023, as certified by the O&C Committee on February 15, 2024, were as follows:

  64. Long-Term Incentives

    | Category | Weight | Threshold | Target | Maximum | Result | Payout | Weighted Average Payout | | TSR versus Peers | 60% | 25th Percentile | 50th Percentile | 75th Percentile | 43rd Percentile | 86.00% | 51.60% | | Leverage Ratio(1) | 20% | 4.32 | 4.17 | 4.02 | 3.95 | 200.00% | 40.00% | | Operating Earnings | 20% | $302* | $318* | $334* | $353 | 200.00% | 40.00% | | Total | | | | | | | 131.60% |

  65. Long-Term Incentives

    | * In millions |

  66. Long-Term Incentives

    | (1) The threshold, target and maximum leverage ratio may be adjusted annually by the Board to reflect changes in rating agency methodologies or requirements and significant strategic objectives such as acquisitions and investments. No adjustments were made to the threshold, target or maximum leverage ratio with respect to the 2023 performance shares. |

  67. Post-Termination Agreements

    Post-Termination Agreements We have entered into severance agreements (the “Severance Agreements”) and change-in-control severance agreements (the “Change-In-Control Severance Agreements”) with each of the Named Executive Officers. The Change-In-Control Severance Agreements are intended to provide continuity of management in the event there is a change in control of the Company and to align executive and stockholder interests in support of corporate transactions. The important terms of, and the potential payments provided under, the Severance Agreements and Change-In-Control Severance Agreements are described beginning on page 47.

  68. Nonqualified Deferred Compensation Programs

    Nonqualified Deferred Compensation Programs We have structured and intend to administer all of our nonqualified deferred compensation programs to comply with Internal Revenue Code Section 409A. Internal Revenue Code Section 409A imposes additional tax penalties on our executive officers for certain types of nonqualified deferred compensation that are not in compliance with the form and timing of elections and distribution requirements of that section.

  69. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of the Named Executive Officers for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. On July 1, 2021, we consummated our Spin-Off from DTE Energy and launched as an independent publicly traded company. Although we have provided compensation information for our Named Executive Officers that predates the Spin-Off, our NEOs may not have qualified as NEOs under the prior reporting structure under DTE Energy. In 2022 and thereafter, our NEOs did not and will not receive any compensation from DTE Energy or participate in DTE Energy compensation programs, and all decisions with respect to the compensation of our NEOs are made by the O&C Committee.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Slater President and Chief Executive Officer | 2023 | 776,923 | 5,414,536 | 1,455,700 | — | 324,091 | 7,971,250 | | | 2022 | 676,923 | 4,279,910 | 1,578,850 | — | 288,699 | 6,824,382 | | | 2021 | 518,977 | 4,499,533 | 1,241,604 | 127,776 | 106,064 | 6,493,954 | | Jeffrey Jewell Executive Vice President and Chief Financial Officer | 2023 | 481,539 | 1,427,224 | 635,413 | — | 177,594 | 2,721,770 | | | 2022 | 460,769 | 1,149,458 | 763,261 | — | 172,746 | 2,546,234 | | | 2021 | 404,638 | 3,686,558 | 711,853 | 192,651 | 74,551 | 5,070,251 | | Christopher Zona Executive Vice President and Chief Operating Officer | 2023 | 493,077 | 1,471,423 | 727,850 | — | 246,562 | 2,938,912 | | | 2022 | 459,615 | 1,149,458 | 763,261 | — | 131,142 | 2,503,476 | | | 2021 | 380,231 | 2,177,582 | 615,629 | 38,930 | 77,288 | 3,289,660 | | Wendy Ellis Executive Vice President, General Counsel and Corporate Secretary | 2023 | 413,077 | 865,199 | 458,546 | — | 124,694 | 1,861,516 | | | 2022 | 383,077 | 753,053 | 457,415 | — | 112,407 | 1,705,952 | | | 2021 | 340,939 | 1,253,721 | 372,481 | 97,369 | 80,893 | 2,145,403 | | Melissa Cox Executive Vice President and Chief Administrative Officer | 2023 | 366,923 | 441,455 | 300,238 | — | 41,391 | 1,150,007 | | | 2022 | 296,462 | 306,504 | 276,073 | — | 33,431 | 912,470 |

  71. Summary Compensation Table

    | (1) The base salary amounts reported include amounts that were voluntarily deferred by the Named Executive Officer into the DTM Supplemental Savings Plan (a nonqualified defined contribution plan). The amounts deferred by each of the Named Executive Officers were as follows: |

  72. Summary Compensation Table

    | Name | 2023 Deferred Amount (DTM Supplemental Savings Plan) ($) | | David Slater | 32,154 | | Jeffrey Jewell | 8,523 | | Christopher Zona | 19,308 | | Wendy Ellis | 52,615 | | Melissa Cox | 6,692 |

  73. Summary Compensation Table

    | (2) These amounts represent the grant date fair value of the restricted stock units and performance shares granted in 2023, computed in accordance with ASC Topic 718. All performance shares in this column are reported assuming target performance. The TSR component of the performance shares reported in this |

  74. Summary Compensation Table

    | DT Midstream | 38 | 2024 Proxy Statement |

  75. Summary Compensation Table

    column was valued using a Monte Carlo simulation, and the leverage ratio component of the performance shares reported in this column was valued using the grant date stock price. Assuming maximum level of performance, the aggregate grant date values of performance shares granted in 2023 are as follows: Mr. Slater—$6,549,147; Mr. Jewell—$1,726,284; Mr. Zona—$1,779,732; Ms. Ellis—$1,046,438; and Ms. Cox—$533,931.

  76. Summary Compensation Table

    | (3) The 2023 annual incentive amounts, shown in the Non-Equity Incentive Plan Compensation column, paid to the Named Executive Officers were calculated as described beginning on page 33. |

  77. Summary Compensation Table

    | (4) DT Midstream does not have a pension plan. Amounts from 2021 represent the aggregate change in the actuarial present values of each Named Executive Officer’s accumulated benefits under the DTE Energy Company Retirement Plan (“Qualified Plan”), the DTE Energy Company Supplemental Retirement Plan (“SRP”), and the DTE Energy Company Executive Supplemental Retirement Plan (“ESRP”). The measurement period for 2021 was January 1, 2021 through June 30, 2021. |

  78. Summary Compensation Table

    | (5) The following table provides a breakdown of the 2023 amounts reported in this column: |

  79. Summary Compensation Table

    | Name | Company Contributions to the DTM 401(k) Plan ($)* | Company Contributions to the DTM Supplemental Savings Plans ($)*, ** | Additional Benefits ($)*** | Total ($) | | David Slater | 37,000 | 280,269 | 6,822 | 324,091 | | Jeffrey Jewell | 35,769 | 140,968 | 857 | 177,594 | | Christopher Zona | 35,246 | 210,462 | 854 | 246,562 | | Wendy Ellis | 26,477 | 97,452 | 765 | 124,694 | | Melissa Cox | 35,408 | 5,285 | 698 | 41,391 |

  80. Summary Compensation Table

    | * The contributions reflected in these two columns are predicated on the Named Executive Officers making contributions from eligible compensation to the DTM 401(k) Plan and the DTM Supplemental Savings Plan. The total combined company contributions with respect to these plans cannot exceed 6% of eligible compensation for each of the Named Executive Officers. The amounts disclosed include Company contributions available to all employees, which include a match predicated on the Named Executive Officers electing to make contributions from eligible compensation to the DTM 401(k) Plan, a non-elective 4% contribution in lieu of providing a defined benefit plan and an annual contribution of $4,000 (contributed in weekly increments) in lieu of providing a retiree health care plan. |

  81. Summary Compensation Table

    | ** The DTM Supplemental Savings Plan provides for deferring compensation in excess of various Internal Revenue Code limits imposed on tax qualified plans. DTM Supplemental Savings Plan account balances are paid only in cash to the Named Executive Officer upon termination of employment. The Company also provides a non-elective contribution to compensate several Named Executive Officers, in part, for amounts the participant would have received under a prior employer’s nonqualified defined contribution deferred compensation plan. |

  82. Summary Compensation Table

    | *** For each Named Executive Officer, this column represents the value attributable to imputed life insurance benefits paid in 2023. For Mr. Slater, this column also includes athletic club membership dues paid in 2023. |

  83. Summary Compensation Table

    | DT Midstream | 39 | 2024 Proxy Statement |

  84. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all plan-based awards that the Company granted to the Named Executive Officers during 2023.

  85. Grants of Plan-Based Awards

    | Name | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David Slater | | 250,000 | 1,000,000 | 2,000,000 | | | | | | | | 2/1/2023 | | | | 29,960 | 59,919 | 119,838 | | 4,011,124 | | | 2/1/2023 | | | | | | | 25,680 | 1,403,412 | | Jeffrey Jewell | | 109,125 | 436,500 | 873,000 | | | | | | | | 2/1/2023 | | | | 7,897 | 15,794 | 31,588 | | 1,057,298 | | | 2/1/2023 | | | | | | | 6,769 | 369,926 | | Christopher Zona | | 125,000 | 500,000 | 1,000,000 | | | | | | | | 2/1/2023 | | | | 8,142 | 16,283 | 32,566 | | 1,090,021 | | | 2/1/2023 | | | | | | | 6,979 | 381,402 | | Wendy Ellis | | 78,750 | 315,000 | 630,000 | | | | | | | | 2/1/2023 | | | | 4,787 | 9,574 | 19,148 | | 640,915 | | | 2/1/2023 | | | | | | | 4,104 | 224,284 | | Melissa Cox | | 51,563 | 206,250 | 412,500 | | | | | | | | 2/1/2023 | | | | 2,443 | 4,885 | 9,770 | | 327,018 | | | 2/1/2023 | | | | | | | 2,094 | 114,437 |

  86. Grants of Plan-Based Awards

    | (1) These dollar amounts represent the threshold, target, and maximum calculated awards for the 2023 plan year under the Annual Incentive Plan. The various measures and details relating to the 2023 final awards are presented beginning on page 33. |

  87. Grants of Plan-Based Awards

    | (2) Represents the number of performance shares granted in 2023. The performance measurement period for the 2023 grants is December 31, 2022 through December 31, 2025. Payments earned from the 2023 grants will be based on the following performance measures: 75% total shareholder return versus long-term incentive plan peers and 25% leverage ratio. The final payouts, if any, will occur after the O&C Committee certifies the final results in early 2026. |

  88. Grants of Plan-Based Awards

    | (3) Represents the annual grant of restricted stock units in 2023. The restricted stock units will vest on February 1, 2026, assuming the Named Executive Officer is still employed by the Company on that date. |

  89. Grants of Plan-Based Awards

    | (4) The grant date fair value is computed in accordance with ASC Topic 718. The final payout of performance share awards is subject to market and performance conditions. The amounts included in this column are based on the probable outcome with respect to the satisfaction of the performance condition, which is assumed to be target performance, and the fair value of the market condition consistent with the recognition criteria in ASC Topic 718. The TSR component of the performance shares reported in this column was valued using a Monte Carlo simulation, and the leverage ratio component of the performance shares reported in this column was valued using the grant date stock price. |

  90. Grants of Plan-Based Awards

    | DT Midstream | 40 | 2024 Proxy Statement |

  91. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding equity awards held by each of our Named Executive Officers as of December 31, 2023. Treatment of any outstanding equity awards in the event of a change in control is described under “Potential Payments Upon a Termination of Employment” beginning on page 47.

  92. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | David Slater | 1/27/2021 | 24,014 | 1,315,967 | | | | | 8/2/2021(4) | 72,919 | 3,995,961 | | | | | 2/4/2022 | 21,096 | 1,156,061 | 61,528 | 3,371,734 | | | 2/1/2023 | 26,719 | 1,464,201 | 54,550 | 2,989,340 | | Jeffrey Jewell | 1/27/2021 | 11,273 | 617,760 | | | | | 5/4/2020(5) | 14,762 | 808,958 | | | | | 8/2/2021(4) | 40,511 | 2,220,003 | | | | | 2/4/2022 | 5,666 | 310,497 | 16,525 | 905,570 | | | 2/1/2023 | 7,043 | 385,956 | 14,379 | 787,969 | | Christopher Zona | 1/27/2021 | 10,414 | 570,687 | | | | | 8/2/2021(4) | 30,383 | 1,664,988 | | | | | 2/4/2022 | 5,666 | 310,497 | 16,525 | 905,570 | | | 2/1/2023 | 7,261 | 397,903 | 14,824 | 812,355 | | Wendy Ellis | 1/27/2021 | 6,740 | 369,352 | | | | | 8/2/2021(4) | 20,256 | 1,110,029 | | | | | 2/4/2022 | 3,712 | 203,418 | 10,826 | 593,265 | | | 2/1/2023 | 4,270 | 233,996 | 8,716 | 477,637 | | Melissa Cox | 1/27/2021 | 2,267 | 124,232 | | | | | 8/2/2021(4) | 3,646 | 199,801 | | | | | 2/4/2022 | 1,512 | 82,858 | 4,405 | 241,394 | | | 2/1/2023 | 2,179 | 119,409 | 4,447 | 243,696 |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents restricted stock units awarded in 2021, 2022 and 2023 and performance shares awarded in 2021, rounded to the nearest whole share. The restricted stock units vest on the third anniversary of the applicable grant date, except for grants issued on August 2, 2021, described below. The performance shares were earned based on the performance period that began on January 1, 2021 and ended on December 31, 2023. The number of shares issuable pursuant to the awards was determined in February 2024 and was subject to service-based vesting through the date of determination. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents the fair market value of shares using the closing price on December 29, 2023 of $54.80. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents performance shares awarded in 2022 and 2023. The performance period begins on January 1 of the year of grant and ends on December 31 of the second year following the year of grant. If performance goals are achieved, awards are paid in stock in the first quarter following the end of the performance period. The number of shares for the 2022 performance share awards is calculated at target for the total shareholder return performance condition and at maximum for the leverage ratio performance condition. The number of shares for the 2023 performance share awards is calculated at threshold for the total shareholder return performance condition and at maximum for the leverage ratio performance condition. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents the Founder’s Grant of restricted stock units, which will vest 33% on August 2, 2024 and 67% on August 2, 2025, assuming the Named Executive Officer is still employed by the Company on that date. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents a special grant of restricted stock units that will vest on May 4, 2026. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | DT Midstream | 41 | 2024 Proxy Statement |

  99. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Below is information about the relationship between executive compensation actually paid (“CAP”) to our Named Executive Officers and our financial performance, as prepared in accordance with SEC rules. CAP is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our Named Executive Officers and the compensation decisions described in the CD&A section above. For purposes of the Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the Standard & Poor’s 500 Index and Alerian Midstream Energy Index (“AMNA Index”), which we also use for purposes of the Stock Performance Graph in our annual report on Form 10-K.

  100. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(4)(5) | Total Shareholder Return | Peer Group Total Shareholder Return(6) | Net Income (in millions) | Adjusted EBITDA (in millions)(3) | | 2023 | $7,971,250 | $6,638,368 | $2,168,051 | $1,838,105 | 148.29 | 114.82 136.19 | $384 | $924 | | 2022 | $6,824,382 | $8,597,154 | $1,797,738(2) | $2,215,617(2) | 141.56 | 90.94 118.56 | $370 | $830 | | 2021 | $6,493,954 | $8,553,120 | $3,073,059 | $3,842,225 | 117.18 | 111.07 97.63 | $307 | $768 |

  101. PAY VERSUS PERFORMANCE

    | (1) The following table sets forth the adjustments (i.e., amounts deducted and added) made to the PEO’s Summary Compensation Table Total to determine the CAP to the PEO. The valuation methodology (including assumptions) used to determine the fair value of restricted stock unit awards for purposes of determining the CAP to the Principal Executive Officer (“PEO”) is the same as set forth in footnote 2 to the Summary Compensation Table. For performance share awards, the grant date fair value of awards used for Summary Compensation Table calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year end date. We have also recalculated the fair value of the Total Shareholder Return component of the performance share awards at each fiscal year end date. Furthermore, because the Qualified Plan, the SRP and the ESRP are plans controlled by DTE Energy for which the Company does not have access to or insight into the relevant compensation data, the CAP to the PEO does not include any adjustment to the actuarial present value of the PEO’s accumulated benefits under the Qualified Plan, the SRP and the ESRP, as set forth in the Summary Compensation Table. There were no DT Midstream stock awards granted prior to 2021 that vested in 2021. |

  102. PAY VERSUS PERFORMANCE

    | Years | Summary Compensation Table (SCT) Total for PEO | Less Reported SCT Stock Award Value | Plus 12/31/23 Fair Value (FV) of Awards Granted in Fiscal Year | Plus Change in FV of Awards Granted Prior to 2023, Unvested as of 12/31/23 | Plus Change in FV of Awards Granted prior to 2023 that Vested in Fiscal Year | Compensation Actually Paid to PEO | | 2023 | $7,971,250 | ($5,414,536) | $4,958,913 | ($480,832) | ($396,427) | $6,638,368 |

  103. PAY VERSUS PERFORMANCE

    | (2) The amounts shown have been updated from those reported in the proxy statement filed for our annual meeting of stockholders held in 2023 to correct an administrative error. Both amounts were inadvertently understated by $3,000 in the annual proxy filed for our annual meeting of stockholders held in 2023. |

  104. PAY VERSUS PERFORMANCE

    | (3) For 2023, adjusted EBITDA reflected Company operating earnings before expenses for interest, taxes, depreciation and amortization, gains or losses from financing activities and includes the proportional share of net income (excluding interest, taxes, depreciation and amortization) from our equity method investees and excludes the proportional share of depreciation and amortization attributable to minority interests in our consolidated subsidiaries. |

  105. PAY VERSUS PERFORMANCE

    For 2022 and 2021, adjusted EBITDA reflected Company operating earnings before expenses for interest, taxes, depreciation and amortization, gains or losses from financing activities and includes the proportional share of net income (excluding taxes, depreciation and amortization from our equity method investees) and excludes the proportional share of depreciation and amortization attributable to minority interests in our consolidated subsidiaries. If Adjusted EBITDA for 2022 and 2021 was calculated in the same manner as 2023, the results would have been $841 million and $778 million for 2022 and 2021, respectively.

  106. PAY VERSUS PERFORMANCE

    | DT Midstream | 43 | 2024 Proxy Statement |

  107. PAY VERSUS PERFORMANCE

    | (4) For each year indicated, our non-PEO NEOs were: |

  108. PAY VERSUS PERFORMANCE

    | 2023 | Jeffrey Jewell Christopher Zona Wendy Ellis Melissa Cox | | 2022 | Jeffrey Jewell Christopher Zona Wendy Ellis Melissa Cox Richard Redmond, Jr. | | 2021 | Jeffrey Jewell Christopher Zona Richard Redmond, Jr. Wendy Ellis |

  109. PAY VERSUS PERFORMANCE

    | (5) The following table sets forth the calculation of the average CAP to non-PEO Named Executive Officers and the adjustments (i.e., amounts deducted and added) made to the Summary Compensation Table Total of the relevant NEOs to determine the average CAP to the relevant Named Executive Officers. The valuation methodology (including assumptions) used to determine the fair value of equity awards for purposes of determining the average CAP to the Named Executive Officers is the same as set forth in footnote 2 to the Summary Compensation Table. For performance share awards, the grant date fair value of awards used for Summary Compensation Table calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year end date. We have also recalculated the fair value of the Total Shareholder Return component of the performance share awards at each fiscal year end date. Furthermore, because the Qualified Plan, the SRP and the ESRP are plans controlled by DTE Energy for which the Company does not have access to or insight into the relevant compensation data, the CAP to the Named Executive Officers (other than the PEO) does not include any adjustment to the actuarial present value of the Named Executive Officers’ (other than the PEO) accumulated benefits under the Qualified Plan, the SRP and the ESRP, as set forth in the Summary Compensation Table. There were no DT Midstream stock awards granted prior to 2021 that vested in 2021. |

  110. PAY VERSUS PERFORMANCE

    | Years | Summary Compensation Table (SCT) Total for Non- PEO NEOs | Less Reported SCT Stock Award Value | Plus 12/31/23 Fair Value (FV) of Awards Granted in Fiscal Year | Plus Change in FV of Awards Granted Prior to 2023, Unvested as of 12/31/23* | Plus Change in FV of Awards Granted prior to 2023 that Vested in Fiscal Year* | Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,168,051 | ($1,051,325) | $962,857 | ($75,593) | $(165,885) | $1,838,105 |

  111. PAY VERSUS PERFORMANCE

    | (6) For purposes of our Peer Group Total Shareholder Return column of the Pay Versus Performance Table, we have used the Standard & Poor’s 500 Index (first number) and AMNA Index (second number), which we also use for purposes of the Stock Performance Graph in our annual report on Form 10-K. We believe the AMNA Index is meaningful because it is an independent, objective view of the performance of similarly sized midstream energy companies. The Total Shareholder Return values are measured from July 1, 2021, the date that DT Midstream became an independent, publicly traded company. |

  112. Descriptions of Pay Versus Performance Relationships

    Descriptions of Pay Versus Performance Relationships The following graphs show the relationship between the CAP to our PEO and the average of the CAP to our other Named Executive Officers (other than our PEO) to our total shareholder return, the total shareholder return of our peer groups, net income and adjusted EBITDA, each over the three fiscal years ending December 31, 2021, 2022 and 2023, as reported in the table above. For purposes of our Peer Group Total Shareholder Return, we have used both the Standard & Poor’s 500 Index and AMNA Index. We use both indexes for purposes of the Stock Performance Graph in our annual report on Form 10-K. We believe the AMNA Index is meaningful because it is an independent, objective view of the performance of similarly sized midstream energy companies. The Total Shareholder Return values are measured from July 1, 2021, the date that DT Midstream became an independent, publicly traded company.

  113. Descriptions of Pay Versus Performance Relationships

    | DT Midstream | 45 | 2024 Proxy Statement |

  114. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth the aggregate earnings and account balance information under the DTM Supplemental Savings Plan for 2023.

  115. Nonqualified Deferred Compensation

    | Name | Plan | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($) | Aggregate balance at last FYE ($) | | David Slater | DTM Supplemental Plan | 36,462 | 290,846 | 78,964 | 684,667 | | Jeffrey Jewell | DTM Supplemental Plan | 11,415 | 152,469 | 62,695 | 369,720 | | Christopher Zona | DTM Supplemental Plan | 22,923 | 218,816 | 51,555 | 417,489 | | Wendy Ellis | DTM Supplemental Plan | 58,615 | 102,652 | 36,626 | 367,345 | | Melissa Cox | DTM Supplemental Plan | 6,692 | 5,285 | 1,360 | 17,505 |

  116. Nonqualified Deferred Compensation

    DTM Supplemental Savings Plan Our Named Executive Officers are eligible to participate in the DTM Supplemental Savings Plan. The benefits provided under the DTM Supplemental Savings Plan include the benefits that would have otherwise been provided under the DTM 401(k) Plan, including any company contributions, but for the limitations imposed on qualified plans by the Internal Revenue Code. The percentage of compensation a participant may contribute to the DTM Supplemental Savings Plan is the same as the pre-tax percentage of compensation the participant elects to contribute to the DTM 401(k) Plan. Company contributions mirror those under the DTM 401(k) Plan, including the vesting schedule; DT Midstream may also make additional company contributions to participants’ accounts. The investment options into which a participant can elect to have the participant’s account treated as invested are the same as under the DTM 401(k) Plan. DT Midstream maintains bookkeeping accounts for participants in the DTM Supplemental Savings Plan. A participant’s benefit will be the participant’s bookkeeping account recording the participant’s interest in each of the investment options in which the participant’s contributions and company contributions are treated as invested. No actual “contributions” are made to the investment options. Earnings and losses are calculated using the daily valuation methodology used by the recordkeeper for each corresponding investment option in the DTM 401(k) Plan. All accounts under the DTM Supplemental Savings Plan are subject to Internal Revenue Code Section 409A. When a participant terminates employment with DT Midstream, the participant will receive the vested value of the participant’s DTM Supplemental Savings Plan account, including all of the participant’s own contributions and the vested portion of company contributions, adjusted for earnings and losses. In the event of death, a lump sum distribution will be paid to the participant’s spouse or designated beneficiary.

  117. Nonqualified Deferred Compensation

    | DT Midstream | 46 | 2024 Proxy Statement |

  118. Nonqualified Deferred Compensation

    Distributions from the DTM Supplemental Savings Plan will be paid in cash and made in accordance with the distribution election when the participant first became eligible to participate (or any later permissible change to the participant’s distribution election). A participant may elect to take a lump sum distribution or annual payments over a period of not less than two and not more than 15 years. Lump sum payments and initial annual installment payments from the participant’s account are made not later than March 1 of the calendar year following the calendar year in which the participant terminates employment. Certain executives, including NEOs, must wait a minimum of six months after their termination date before a distribution can be made. Subsequent annual installments are made on March 1 of each following year in the distribution period.

  119. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment All our NEOs are employees at-will and do not have employment agreements with us. We have entered into Severance Agreements and Change-In-Control Severance Agreements with certain executives, including the Named Executive Officers. The Change-In-Control Severance Agreements are intended to provide continuity of management in the event there is a change in control of the Company and to align executive and stockholder interests in support of corporate transactions. A “qualifying termination” occurs if an executive’s employment is terminated by the Company other than as a result of the executive’s death or permanent disability or by the Company for Cause or if an executive’s employment is terminated by the executive for Good Reason (as each such term is defined in the applicable agreement), provided that with respect to the Change-In-Control Severance Agreements and the DT Midstream LTIP, an executive’s termination for Good Reason must occur during the severance period. A “change in control” occurs if (1) we or our assets are acquired by another company or if we merge, consolidate or reorganize with or into another company and as a result of such transaction, less than 50% of the new or acquiring company’s combined voting stock is held by holders of the voting stock of the Company immediately prior to the change in control transaction, (2) a “person” becomes the beneficial owner of at least 30% of the Company’s voting stock, (3) a majority of the Company’s Board members change within a period of twelve consecutive months, or (4) the Company’s stockholders approve a complete liquidation or dissolution of the Company. Severance Agreements The Severance Agreements provide for severance compensation in the event that an executive experiences a qualifying termination. The severance compensation paid to an executive following a qualifying termination is equal to 100% (in the case of Mses. Ellis and Cox and Messrs. Zona and Jewell) or 200% (in the case of Mr. Slater) of (1) the executive’s base salary at the time of termination and (2) the executive’s target annual bonus under the Company’s annual incentive plan. All payments under the Severance Agreements are subject to the executive’s execution and non-revocation of a release of claims in favor of the Company. Change-In-Control Severance Agreements The Change-In-Control Severance Agreements provide for severance compensation in the event that an executive experiences a qualifying termination within two years after a change in control of the Company. The severance compensation paid to an executive following a qualifying termination is the same for all of the change-in-control events. The cash severance benefit is equal to a multiple of the executive’s base salary plus the greater of the executive’s annual bonus for the year in which the change in control occurs or the year in which the qualifying termination occurs, assuming target performance goals for such year would be met and that the executive’s individual performance multiplier is 100%. The multiple for all Named Executive Officers is 200%. The executive will also receive a lump sum payment equal to the greater of the executive’s target or actual annual bonus (reduced by any annual bonus otherwise paid because of the executive’s termination) for the year in which the change in control occurs or the year in which the qualifying termination occurs, assuming the executive’s individual performance multiplier is 100%, pro-rated for days worked during the calendar year in which the qualifying termination occurs. In December 2023, the Named Executive Officers’ (other than Mr. Slater) severance multiple was increased from 150% to 200% to align with industry standards informed by executive compensation peer group benchmarking conducted by Meridian. An additional amount is paid as consideration for the prohibition against engaging in any competitive activity for the one-year period following a qualifying termination imposed by the Change-In-Control Severance Agreement. The additional amount for the Named Executive Officers is 100% of the executive’s base salary plus the greater of the executive’s actual or target annual bonus for the year in which the change in control occurs or the year in which the qualifying termination occurs, assuming target

  120. Potential Payments Upon Termination of Employment

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  121. Potential Payments Upon Termination of Employment

    performance goals for such year would be met and the executive’s individual performance multiplier is 100%. In December 2023, the Named Executive Officers’ (other than Mr. Slater) restrictive covenant multiple was increased from 50% to 100% to align with industry standards informed by executive compensation peer group benchmarking conducted by Meridian. An executive is further entitled to receive a lump sum payment equal to cost of coverage under the Company’s welfare benefit plans for the two-year period following the executive’s qualifying termination and payment by the Company for outplacement services by a firm selected by the executive in an amount up to 15% of the executive’s base salary. No payment for outplacement services will be made by the Company after the end of the calendar year following the calendar year in which an executive experiences a qualifying termination. The Change-In-Control Severance Agreements do not provide any gross-up payments for the purposes of payment of excise taxes. Annual Incentives The Annual Incentive Plan provides that upon the occurrence of a change in control event described above, executives will receive payment based on the greater of the executive’s target performance level for each performance measure or the executive’s actual performance level for each performance measure, in each case for the plan year preceding the change in control and the plan year during which the change in control occurs, using performance through the date of the change in control for purposes of determining actual levels of performance. Change in control payments under the Annual Incentive Plan may not be reduced, modified or canceled. Long-Term Incentives The DT Midstream LTIP provides that all options, restricted stock awards, restricted stock units, performance shares and performance unit awards will become exercisable or vested or will be earned (as applicable) upon the occurrence of a change in control event described above or if the new or acquiring entity fails to replace or continue the awards. Performance shares will be based on the greater of target performance or actual performance through the change in control date. If a change in control event described above occurs and the new or acquiring entity replaces or continues the awards, all options, restricted stock awards, restricted stock units, performance shares and performance share awards will become exercisable or vested or will be earned (as applicable) as of the earlier of the date specified in the award agreement or the executive’s qualifying termination, which generally must occur within two years after the change in control date.

  122. Potential Payments Upon Termination of Employment

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  123. Potential Payments Upon Termination of Employment

    The following table provides the estimated lump-sum or present values of the various change in control protections and severance payments as if a qualifying termination had occurred on December 31, 2023.

  124. Potential Payments Upon Termination of Employment

    | Name | Cash Compensation ($) | Bonus ($)(3) | Accelerated LTIP Awards ($)(4) | Out- placement ($)(5) | Non-Compete ($)(6) | Total ($) | | David Slater | | | | | | | | Qualifying Termination(1) | 3,600,000 | | | | | | | Change in Control | | 1,455,700 | | | | | | Qualifying Termination following a Change in Control(2) | 4,511,400 | 1,455,700 | 14,045,951 | 120,000 | 2,255,700 | 22,388,751 | | Jeffrey Jewell | | | | | | | | Qualifying Termination(1) | 921,500 | | | | | | | Change in Control | | 635,413 | | | | | | Qualifying Termination following a Change in Control(2) | 2,240,826 | 635,413 | 5,159,138 | 72,750 | 1,120,413 | 9,228,540 | | Christopher Zona | | | | | | | | Qualifying Termination(1) | 1,000,000 | | | | | | | Change in Control | | 727,850 | | | | | | Qualifying Termination following a Change in Control(2) | 2,455,700 | 727,850 | 4,596,962 | 75,000 | 1,227,850 | 9,083,362 | | Wendy Ellis | | | | | | | | Qualifying Termination(1) | 735,000 | | | | | | | Change in Control | | 458,546 | | | | | | Qualifying Termination following a Change in Control(2) | 1,757,092 | 458,546 | 2,937,253 | 63,000 | 878,546 | 6,094,436 | | Melissa Cox | | | | | | | | Qualifying Termination(1) | 581,250 | | | | | | | Change in Control | | 300,238 | | | | | | Qualifying Termination following a Change in Control(2) | 1,350,476 | 300,238 | 997,903 | 56,250 | 675,238 | 3,380,106 |

  125. Potential Payments Upon Termination of Employment

    | (1) Represents 100% (in the case of Mses. Ellis and Cox and Messrs. Zona and Jewell) and 200% (in the case of Mr. Slater) of the sum of the NEO’s base salary and target annual bonus under the Company’s annual incentive plan for the year in which the qualifying termination occurs. |

  126. Potential Payments Upon Termination of Employment

    | (2) Represents 200% of the sum of the NEO’s base salary and the greater of the NEO’s annual bonus under the Company’s annual incentive plan for the year in which the change in control occurs or the year in which the qualifying termination occurs. |

  127. Potential Payments Upon Termination of Employment

    | (3) Represents the greater of the NEO’s target or actual annual bonus under the Company’s annual incentive plan for the year in which the change in control occurs or the year in which the qualifying termination occurs, pro-rated for days worked during the calendar year in which the qualifying termination occurs. |

  128. Potential Payments Upon Termination of Employment

    | (4) Represents the full value of performance shares and restricted share units granted under the DT Midstream LTIP, as of December 31, 2023, that would become payable in the event of a qualifying change in control. |

  129. Potential Payments Upon Termination of Employment

    | (5) Outplacement benefits are capped at 15% of each NEO’s base salary. |

  130. Potential Payments Upon Termination of Employment

    | (6) Represents 100% of the sum of the NEO’s base salary and the greater of the NEO’s actual or target annual bonus under the Company’s annual incentive plan for the year in which the change in control occurs or the year in which the qualifying termination occurs. |

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  132. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For the fiscal year ended December 31, 2023, we identified the median of all our employees, excluding our Chief Executive Officer, by using the median of Gross Pay from 2023 W-2 Box 1 Federal Taxable Wages as our consistently applied compensation measure. We reviewed gross pay for all employees who received a W-2 in 2023, whether employed on a full-time, part-time, or seasonal basis. We did not annualize the compensation for any full-time employees who were not employed by us for all of 2023. Based on the information summarized in the table below, the ratio of the annual total compensation of our President and Chief Executive Officer to the median employee is 65 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company.

  133. Chief Executive Officer Pay Ratio

    | Name and Principal Position | Year | Salary ($)(1)(2) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(1) | Total ($)(1) | | David Slater President and Chief Executive Officer | 2023 | 776,923 | 5,414,536 | 1,455,700 | 324,091 | 7,971,250 | | Median Employee(3) | 2023 | 85,760 | 12,995 | 12,575 | 11,926 | 123,256 |

  134. Chief Executive Officer Pay Ratio

    | (1) Explanations for categories can be found in the Summary Compensation Table on page 38. |

  135. Chief Executive Officer Pay Ratio

    | (2) Salary for the median employee includes regular, holiday pay and paid time off. |

  136. Chief Executive Officer Pay Ratio

    | (3) The median employee is a professional career level employee who works in our administrative organization. |

  137. Chief Executive Officer Pay Ratio

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