DEF 14A of Summit Midstream Corp
Filed Apr 10, 2026 · FY20250001213900-26-042530
PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS (OTHER THAN THE CLASS II CLASS B DIRECTOR) (Item 1 on the Proxy Card)
PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS (OTHER THAN THE CLASS II CLASS B DIRECTOR) (Item 1 on the Proxy Card) The Board is divided into three classes of directors for purposes of election. Three Class II directors (other than the Class I Class B Director) will be elected by the Stockholders, voting together as a single class, at the 2026 Annual Meeting to serve a three-year term that will expire at our annual meeting of stockholders to be held in 2029.
PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS (OTHER THAN THE CLASS II CLASS B DIRECTOR) (Item 1 on the Proxy Card)
| ☑ | The Board recommends that you vote “FOR” the nominees. |
PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS (OTHER THAN THE CLASS II CLASS B DIRECTOR) (Item 1 on the Proxy Card)
As described above under “Questions and Answers about the 2026 Annual Meeting,” the Certificate of Incorporation (including the Certificate of Designation of Class B Common Stock (the “Class B Certificate of Designation”)) and Bylaws provide that the nominees for Class II director will be elected by a plurality of the votes cast by our Stockholders, voting together as a single class. In connection with the Tall Oak Stock Purchase, Tall Oak Midstream Holdings agreed to, and agreed to instruct its affiliates to, vote all shares of common stock and all shares of Class B Common Stock beneficially owned as of the record date in favor of each of the proposals described herein, representing approximately 39% of the combined voting power. Abstentions and broker non-votes will have no effect on the vote with respect to this proposal. If any nominee is unavailable as a candidate at the time of the 2026 Annual Meeting, either the number of directors constituting the full Board will be reduced to eliminate any vacancy or the persons named as proxies will use their best judgment in voting for any available nominee. The Board has no reason to believe that the current nominees will be unable to serve. Messrs. Deneke and McNally and Ms. Stone are the nominees for election as Class II directors (other than the Class II Class B Director) at the 2026 Annual Meeting. There is no family relationship among such nominees with any of our executive officers or directors, and there is no arrangement or understanding between such nominees and any other person pursuant to which the nominee was or is to be selected as a director or nominee.
Key Skills, Experience and Competencies of the Board
Key Skills, Experience and Competencies of the Board The Board collectively represents the following key skills, experience and competencies:
Key Skills, Experience and Competencies of the Board
| Board of Directors Skills, Experience and Competencies | | Public Company Experience | | Midstream Industry Experience | | Energy Industry Experience | | Finance and Accounting | | Legal and Compliance | | Operations and Engineering | | Risk Management | | Clean Energy Experience | | Environmental and Sustainability |
Information Concerning Nominees for Election as Class II Directors (Other Than the Class II Class B Director)
Information Concerning Nominees for Election as Class II Directors (Other Than the Class II Class B Director) The following sets forth information as of the record date concerning the three nominees for election as Class II directors (other than the Class II Class B Director) at the 2026 Annual Meeting.
Information Concerning Nominees for Election as Class II Directors (Other Than the Class II Class B Director)
| Age: 52 Class II Director: Term expires 2029 (if elected) Director Since: 2019 Committees: None | J. Heath Deneke | | | Biographical Information: Mr. Deneke has been President and Chief Executive Officer and a director of the Company since August 2024, and prior to the Company’s reorganization from a master limited partnership to a C-corporation (the “Corporate Reorganization”), served as President and Chief Executive Officer and a director of Summit Midstream GP, LLC (the “General Partner”) since September 2019. Prior to joining the General Partner, Mr. Deneke served as Executive Vice President, Chief Operating Officer for Crestwood Equity Partners LP and Crestwood Midstream Partners LP from August 2017 through April 2019. Previously, Mr. Deneke was the President, Chief Operating Officer of Crestwood’s Pipeline Services Group from June 2015 to August 2017, where he was responsible for the commercial development and operations of Crestwood’s midstream businesses, including assets in the Marcellus, Bakken, Powder River Basin, Niobrara, Utica, Delaware, Permian, Barnett, Granite Wash, Fayetteville and Haynesville shale plays. Prior to that, he served as President of Crestwood’s Natural Gas Business Unit from October 2013 to June 2015 and as Senior Vice President and Chief Commercial Officer of Crestwood’s legacy business from August 2012 until October 2013. Prior to joining Crestwood, Mr. Deneke served in various management positions at El Paso Corporation and its affiliates, including Vice President of Project Development and Engineering for the Pipeline Group, Director of Marketing and Asset Optimization for Tennessee Gas Pipeline Company, LLC and Manager of Business Development and Strategy for Southern Natural Gas Company, LLC. Mr. Deneke holds a Bachelor of Mechanical Engineering from Auburn University. Qualifications: Mr. Deneke has valuable in-depth knowledge regarding our business, derived from his tenure as President and Chief Executive Officer of the Company, and provides experience and expertise drawn from his extensive service in executive and management roles in the midstream industry. |
Information Concerning Nominees for Election as Class II Directors (Other Than the Class II Class B Director)
| Age: 55 Class II Director: Term expires 2029 (if elected) Director Since: 2020 Committees: Finance and Corporate Strategy (Chair); Audit (Member) | Robert J. McNally | | | Biographical Information: Mr. McNally has served as a director of the Company since August 2024, and prior to the Corporate Reorganization, served as a director of the General Partner since May 2020 and also serves on the Audit Committee. Mr. McNally joined Eco Material Technologies in 2023 as their Chief Growth Officer, a role in which he served until 2025. From November 2020 to July 2022, Mr. McNally also served as a director of Oasis Petroleum, where he served on the Audit & Reserves Committee and the Compensation Committee. Mr. McNally also serves as a director of PERMA-PIPE International Holdings, Inc., where he sits on the Audit, Compensation, and Nominating and Corporate Governance committees. From 2018 through 2019, Mr. McNally served as President and Chief Executive Officer of EQT Corporation, an NYSE-listed independent natural gas producer with operations in Pennsylvania, West Virginia and Ohio. Prior to that, from 2016 to 2018, Mr. McNally served as Senior Vice President and Chief Financial Officer of EQT Corporation. From 2010 until 2016, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a TSE and NYSE-listed drilling contractor with operations primarily in the United States, Canada and the Middle East. From 2009 to 2010, and for a period in 2007, Mr. McNally served as an Investment Principal for Kenda Capital LLC. In 2008, Mr. McNally served as the Chief Executive Officer of Dalbo Holdings, Inc. In 2006, Mr. McNally served as Executive Vice President of Operations and Finance for Warrior Energy Services Corp. From 2000 to 2005, Mr. McNally worked in corporate finance with Simmons & Company International. Mr. McNally began his career as an engineer with Schlumberger Limited and served in various capacities of increasing responsibility during his tenure from 1994 until 2000. In addition to his experience as an executive, Mr. McNally has had extensive experience in the boardroom, where he has served, at various times, on the boards of Warrior Energy Services, Dalbo Holdings, EQT Midstream Partners, EQT GP Holdings, Rice Midstream Partners and EQT Corporation. He has a B.S. in Mechanical Engineering from University of Illinois, a B.A. in Mathematics from Knox College, and an M.B.A. from Tulane University Freeman School of Business. Qualifications: Mr. McNally brings his executive leadership and public company operating and financial experience in the oil and gas industry to the Board. |
Information Concerning Nominees for Election as Class II Directors (Other Than the Class II Class B Director)
| Age: 53 Class II Director: Term expires 2029 (if elected) Director Since: 2026 Committees: None | Carolyn J. Stone | | | Biographical Information: Ms. Stone has served as a director of the Company since March 16, 2026. She served as Senior Vice President, Chief Financial Officer, and Treasurer of Civeo Corporation, a NYSE-listed provider of hospitality services in the Australian natural resources regions and the Canadian oil sands, from November 2019 until March 2024. Prior to that, from 2014 to 2019, she served as Civeo’s Vice President, Controller and Corporate Secretary and as Chief Accounting Officer. Prior to joining Civeo, Ms. Stone served as CFO of Synagro Technologies Inc., a private equity-held environmental services company. Prior to Synagro, Ms. Stone served eleven years in multiple roles at Dynegy Inc., including Chief Accounting Officer, Treasurer, and Controller. She started her career at PriceWaterhouseCoopers LLP, where she worked in the firm’s audit practice. She earned both her Bachelor of Business Administration and Master in Professional Accounting degrees from The University of Texas at Austin. She is a Certified Public Accountant. Qualifications: Ms. Stone brings extensive public company financial, accounting, auditing, and reporting experience to the Board. |
Information Concerning Other Directors (Other Than Class B Directors)
Information Concerning Other Directors (Other Than Class B Directors) The following sets forth information as of the record date concerning the Class I and Class III directors (other than Class B Directors) whose present terms of office will expire at the 2028 Annual Meeting and the 2027 Annual Meeting, respectively.
Information Concerning Other Directors (Other Than Class B Directors)
| Age: 71 Class III Director: Term expires 2027 Director Since: 2020 Committees: Compensation (Member); Nominating, Governance and Sustainability (Member) | James J. Cleary | | | Biographical Information: Mr. Cleary has served as a director of the Company since August 2024, and prior to the Corporate Reorganization, served as a director of the General Partner since June 2020, and was appointed Lead Independent Director in January 2022. Mr. Cleary serves on the Compensation and the Nominating, Governance and Sustainability Committees. Mr. Cleary has served as a Managing Director of Global Infrastructure Partners (now a part of BlackRock), a leading private equity infrastructure fund with over $170 billion under management and a focus on the energy, transport, digital and water/waste industries, since 2012. Prior to that, from 1999 until its acquisition by Kinder Morgan in 2012, Mr. Cleary served in various leadership roles for El Paso Corporation, a Fortune 500 energy company, including service as the President of Western Pipelines and President of the ANR Pipeline Company. From 1979 until 1999, Mr. Cleary served in various capacities of increasing responsibility with Sonat Inc., a Fortune 500 energy company, including service as the Executive Vice President & General Counsel of Southern Natural Gas Company, which was Sonat’s pipeline business. In addition to his experience as an executive, Mr. Cleary has had significant experience in the boardroom, having served on the board of the general partner of Access Midstream Partners, L.P., a large midstream master limited partnership, and on the board of directors of Gibson Energy, Inc., a Canadian public company that transports, stores, processes and markets crude oil and refined products in Canada and the United States. He currently serves on the Board of Managers of Columbia Pipelines Holding Company, which directly owns and operates Columbia Pipelines Operating Company, LLC, Columbia Gas and Columbia Gulf pipelines. He has a B.A. in Sociology from the College of William & Mary and a J.D. from Boston College Law School. Qualifications: Mr. Cleary has valuable and extensive experience in the midstream industry, including executive and boardroom experience and leadership roles at a Fortune 500 energy company. |
Information Concerning Other Directors (Other Than Class B Directors)
| Age: 58 Class I Director: Term expires 2028 Director Since: 2019 Committees: Compensation (Chair); Audit (Member); Finance and Corporate Strategy (Member) | Lee Jacobe | | | Biographical Information: Mr. Jacobe has served as a director of the Company since August 2024, and prior to the Corporate Reorganization, served as a director of the General Partner since April 2019. Additionally, Mr. Jacobe serves as the chair of the Compensation Committee and serves on the Audit and Finance and Corporate Strategy Committees. Mr. Jacobe is a founder and currently also serves as Executive Vice President, M&A and Corporate Development, of Manchester Energy, LLC, an EnCap Flatrock Midstream portfolio company. Mr. Jacobe is also a senior advisor/consultant to Plains All American GP LLC. From 2019 through 2021, Mr. Jacobe served as an advisor with respect to energy investments for Kelso & Company, a New York based private equity firm. From 2008 through 2018, Mr. Jacobe was involved in various capacities at Barclays Investment Banking — Energy Group, including head of the firm’s midstream coverage effort, co-head of its US Oil & Gas group, and Vice Chairman of the firm. From 1993 through 2008, Mr. Jacobe was an investment banker in the energy group at Lehman Brothers, including serving as a managing director from 2001 to 2008. Mr. Jacobe began his investment banking career at Wasserstein Perella & Co. in 1990. He has a B.B.A., with a major in Finance, from the University of Texas at Austin. Qualifications: Mr. Jacobe has valuable and extensive experience in the energy banking sector, including a vast array of experience in corporate finance, capital structure and the evaluation of financial risks associated with publicly traded partnerships that invest in midstream infrastructure. |
Information Concerning Other Directors (Other Than Class B Directors)
| Age: 46 Class III Director: Term expires 2027 Director Since: 2022 Committees: Nominating, Governance and Sustainability (Member); Finance and Corporate Strategy (Member) | Rommel M. Oates | | | Biographical Information: Mr. Oates has served as a director of the Company since August 2024, and prior to the Corporate Reorganization, served as a director of the General Partner since February 2022. Mr. Oates also serves on the Nominating, Governance and Sustainability Committee. Mr. Oates is the Founder, Chairman and Chief Executive Officer of Oates Energy Solutions LLC and Refinery Calculator Inc. Since May 2023, Mr. Oates is a member of Suburban Propane Partners, L.P.’s Board of Supervisors and serves as a member of its Audit Committee and Nominating and Governance Committee. Since 1999, Mr. Oates has been leading the transition to a sustainable future by using hydrogen as its main energy carrier. Mr. Oates has produced 18 patents in the field of hydrogen and is an expert in the area of hydrogen storage. Since 2014, Mr. Oates has served as a board member for the International Association of Hydrogen Energy. From 2015 to 2018, Mr. Oates served True North Venture Partners (“TNVP”), an Ahearn, Walton, Cox family limited partnership entity, in several capacities. From 2015 to 2016, Mr. Oates held the role of Senior Director of Commercial Development for True North’s Management Partners team. From 2016 to 2018, Mr. Oates held executive leadership roles in sales, marketing and commercial development for TNVP’s portfolio company Aquahydrex Pty Ltd. From 2003 to 2015, Mr. Oates served in various capacities of increasing responsibility with Praxair Inc. (now Linde), including service as Director of Hydrogen and Carbon Monoxide Product Management, Sr. Account Director for Pipeline and On-Sites, General Business Manager of Praxair Electronics Houston and several Operations and Engineering roles. In addition, Mr. Oates holds an MBA and Master of Finance Degree from Tulane University as well as a Bachelor of Science Degree (Pi Tau Sigma Honors) and Master’s of Science Degree in Mechanical Engineering from the University of Miami, Florida. Qualifications: Mr. Oates brings a unique perspective to the Board with his extensive background in clean energy technology. |
Information Concerning Other Directors (Other Than Class B Directors)
| Age: 68 Class I Director: Term expires 2028 Director Since: 2012 Committees: Audit (Chair); Nominating, Governance and Sustainability (Member) | Jerry L. Peters | | | Biographical Information: Mr. Peters has served as a director of the Company since August 2024, and prior to the Corporate Reorganization, served as a director of the General Partner since September 2012. Additionally, Mr. Peters serves as the chair and financial expert of the Audit Committee and serves on the Nominating, Governance and Sustainability Committee. Mr. Peters served as the Chief Financial Officer of Green Plains Inc., a publicly traded vertically integrated ethanol producer, from June 2007 until his retirement in September 2017. In 2015, Mr. Peters was appointed Chief Financial Officer and Director of the general partner of Green Plains Partners LP, a publicly traded partnership engaged in fuel storage and transportation services. He retired from his role as Chief Financial Officer of the general partner of Green Plains Partners LP in September 2017 and resigned from the board of directors in January 2024. Prior to joining Green Plains, Mr. Peters served as Senior Vice President-Chief Accounting Officer for ONEOK Partners, L.P. from May 2006 to April 2007, as Chief Financial Officer of ONEOK Partners, L.P. from July 1994 to May 2006, and in various senior management roles of ONEOK Partners, L.P. from 1985 to May 2006. Prior to joining ONEOK Partners, Mr. Peters was employed by KPMG LLP as a certified public accountant from 1980 to 1985. In October 2017, Mr. Peters joined the board of the general partner of USA Compression Partners LP and served as chair and financial expert of the audit committee thereof. Mr. Peters resigned from the board of the general partner of USA Compression Partners LP in March 2018. Mr. Peters received an MBA from Creighton University with an emphasis in finance and a B.S. in Business Administration from the University of Nebraska-Lincoln. Qualifications: Mr. Peters’ extensive executive, financial and operational experience brings important and necessary skills to the Board. |
Information Concerning Other Directors (Other Than Class B Directors)
For detailed information regarding our directors’ respective holdings of our securities, compensation and other arrangements, see “Security Ownership — Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation” and “Certain Relationships and Related Party Transactions.”
PROPOSAL NO. 2 ELECTION OF DIRECTOR (CLASS II CLASS B DIRECTOR) (Item 2 on the Proxy Card)
PROPOSAL NO. 2 ELECTION OF DIRECTOR (CLASS II CLASS B DIRECTOR) (Item 2 on the Proxy Card) The Board is divided into three classes of directors for purposes of election. One Class II director (other than the three Class II directors nominated pursuant to Proposal No. 1) will be elected by the Class B Stockholders, voting separately as a class, at the 2026 Annual Meeting to serve a three-year term that will expire at our annual meeting of stockholders to be held in 2029.
PROPOSAL NO. 2 ELECTION OF DIRECTOR (CLASS II CLASS B DIRECTOR) (Item 2 on the Proxy Card)
| ☑ | The Board recommends that Class B Stockholders vote “FOR” the nominee. |
PROPOSAL NO. 2 ELECTION OF DIRECTOR (CLASS II CLASS B DIRECTOR) (Item 2 on the Proxy Card)
As described above under “Questions and Answers about the 2026 Annual Meeting,” the Certificate of Incorporation (including the Class B Certificate of Designation) and Bylaws provide that the nominee for Class II director (other than the three Class II directors nominated pursuant to Proposal No. 1) will be elected by a plurality of the votes cast by the Class B Stockholders, voting separately as a single class. In connection with the Tall Oak Stock Purchase, Tall Oak Midstream Holdings agreed to, and agreed to instruct its affiliates to, vote all shares of Class B Common Stock beneficially owned as of the record date in favor of each of the proposals described herein, representing 100% of the Class B Common Stock. Abstentions will have no effect on the vote with respect to this proposal. If the nominee is unavailable as a candidate at the time of the 2026 Annual Meeting, such resulting vacancy will be filled with immediate effect (including, if applicable, at any point prior to the 2026 Annual Meeting) by written consent by the holders of Class B Common Stock. The Board has no reason to believe that the current nominee will be unable to serve. James E. Herring, Jr. is the nominee for election as the Class II Class B director at the 2026 Annual Meeting. There is no family relationship between such nominee with any of our executive officers or directors. On December 2, 2024, we completed the transaction contemplated in the Business Contribution Agreement, dated as of October 1, 2024, by and among us, SMLP and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak Parent”), pursuant to which Tall Oak Parent contributed all of its equity interests in Tall Oak Midstream Operating, LLC, a Delaware limited liability company, to us in exchange for total consideration equal to $425.0 million (the “Tall Oak Acquisition”). In connection with the consummation of the Tall Oak Acquisition, we filed the Class B Certificate of Designation with the Secretary of State of the State of Delaware, which among other things, designated a series of our common stock, par value $0.01 per share, as Class B Common Stock. At closing of the Tall Oak Acquisition, we issued 7,471,008 shares of our Class B Common Stock and 7,471,008 common units representing limited partner interests of SMLP (“SMLP Partnership Units”), that are exchangeable into an equivalent quantity of our common stock on a 1:1 exchange ratio. The shares of Class B Common Stock are non-economic interests and are not convertible into any of our other securities. However, if a holder exchanges one SMLP Partnership Unit for one share of common stock, it must also surrender to us one share of Class B Common Stock for each SMLP Partnership Unit exchanged. For so long as Tall Oak Parent and its permitted transferees (collectively, the “Investor”) continuously own the following threshold amounts of the outstanding shares of common stock, on a diluted basis assuming the exchange of all SMLP Partnership Units then outstanding (the “Total Shares”), the Investor will have the right to elect directors to the Board (each, a “Class B Director”), and the Board will be composed in part of Class B Directors as specified below: • up to four Class B Directors, until such time as the number of shares of common stock issuable to the Investor upon redemption or exchange of the SMLP Partnership Units held by the Investor (the “Total Class B Ownership”) continuously held is less than or equal to 32% of the Total Shares; • up to three Class B Directors, until such time as the Total Class B Ownership continuously held is less than 28% of the Total Shares; • up to two Class B Directors, until such time as the Total Class B Ownership continuously held is less than 20% of the Total Shares; and • up to one Class B Director, until such time as the Total Class B Ownership continuously held is less than 10% of the Total Shares (“Fourth Step Down Event”). Upon consummation of the Tall Oak Acquisition, we entered into that certain Investor and Registration Rights Agreement, dated as of December 2, 2024 (the “Investor and Registration Rights Agreement”), providing for, together with the Class B Certificate of Designation, certain rights and obligations with respect to the governance of the Company. Pursuant to the Investor and Registration Rights Agreement (and the Class B Certificate of Designation), until the earlier to occur of (i) the Fourth Step Down Event and (ii) such date that the Investor delivers a written waiver of its rights under the Investor and Registration Rights Agreement (which shall be irrevocable), the Company shall take all necessary actions within its control so as to cause to be elected to the Board and to cause to continue in office the Class B Director(s) entitled to be designated by the Investor.
Information Concerning Nominee for Election as Class II Class B Director
Information Concerning Nominee for Election as Class II Class B Director The following sets forth information as of the record date concerning the nominee for election as Class II Class B Director at the 2026 Annual Meeting.
Information Concerning Nominee for Election as Class II Class B Director
| Age: 54 Class II Director: Term expires 2029 (if elected) Director Since: 2024 Committees: None | James E. Herring, Jr. | | | Biographical Information: Mr. Herring has served as a director of the Company since December 2024. Mr. Herring is a co-founder of Tailwater Capital and has served as a Managing Partner since 2013. Prior to co-founding Tailwater Capital, Mr. Herring was a Partner with HM Capital and a member of the Investment Committee from 1998 until 2012. Prior to HM Capital, he worked in the Investment Banking Division of Goldman, Sachs from 1993 to 1996. Mr. Herring currently serves on the boards of Ash Creek Renewables, Blue Tide Environmental, Continuous Materials, Copperbeck Energy Partners, Cureton Midstream, Freestone, Frontier Carbon Solutions, Goodnight Midstream, Pivotal Petroleum Partners, Pivotal Royalties Partners, Producers Midstream and Silver Creek Midstream. Mr. Herring earned an MBA from Harvard Business School in 1998 and a BA from Stanford University in 1993. Qualifications: Mr. Herring’s extensive financial experience brings important and necessary skills to the Board. |
Information Concerning Other Class B Directors
Information Concerning Other Class B Directors The following sets forth information as of the record date concerning the Class I and Class III Class B Directors whose present terms of office will expire at the 2028 Annual Meeting and the 2027 Annual Meeting, respectively.
Information Concerning Other Class B Directors
| Age: 54 Class I Director: Term expires 2028 Director Since: 2024 Committees: Nominating, Governance and Sustainability (Member); Compensation (Member) | Jason H. Downie | | | Biographical Information: Mr. Downie has served as a director of the Company since December 2024. Mr. Downie is a co-founder of Tailwater Capital and has served as a Managing Partner since 2013. Prior to Tailwater Capital, Mr. Downie was a partner from 2000 to 2012 with HM Capital where he also served on the Investment Committee. He joined HM Capital from Rice, Sangalis Toole and Wilson, a mezzanine private equity firm, where he was an Associate from 1999 to 2000. Prior to Rice, Sangalis Toole and Wilson, Mr. Downie was an Associate in the Equity Trading Group with Donaldson, Lufkin & Jenrette from 1992 until 1997, where he was responsible for energy and transportation. With a wealth of over 28 years in investment experience, he holds board positions at several prominent companies, including Goodnight Midstream, Pivotal Petroleum Partners, Pivotal Royalties Partners, Renovo Resources, Silver Creek Midstream and Triten Energy Partners. Mr. Downie earned a BBA in 1992 and MBA in 1999, both from The University of Texas at Austin. Qualifications: Mr. Downie’s extensive financial and operational experience brings important and necessary skills to the Board. | | Age: 42 Class III Director: Term expires 2027 Director Since: 2024 Committees: None | Stephen M. Lipscomb, Jr. | | | Biographical Information: Mr. Lipscomb has served as a director of the Company since December 2024. Mr. Lipscomb is a Partner at Tailwater Capital and is responsible for evaluating, executing, and monitoring the firm’s investments. Prior to joining Tailwater Capital in 2016, Mr. Lipscomb was a Senior Director with Crestwood Equity Partners from 2013 to 2016, a publicly traded midstream-focused master limited partnership. Mr. Lipscomb also worked for Brazos Private Equity Partners from 2009 until 2011, a middle market private equity firm with $1.4 billion of assets under management. From 2006 to 2009, he worked for JPMorgan as an analyst in their global investment banking practice. Mr. Lipscomb earned an MBA from the University of Texas in 2013 and a BS from Washington and Lee University in Mathematics and Engineering in 2006. Qualifications: Mr. Lipscomb’s extensive financial experience brings important and necessary skills to the Board. |
Information Concerning Other Class B Directors
| Age: 40 Class III Director: Term expires 2027 Director Since: 2024 Committees: Finance and Corporate Strategy (Member) | Andrew A. Winston | | | Biographical Information: Mr. Winston has served as a director of the Company since December 2024. Since 2018, Mr. Winston has served as a Principal at Tailwater Capital where he is responsible for sourcing, evaluating, executing and monitoring the firm’s investments. Prior to Tailwater Capital, Mr. Winston was the Director of Business Development & Finance at Sage Midstream, a portfolio company of Riverstone Holdings and Stonepeak Infrastructure Partners, from 2014 to 2018. From 2010 to 2012, Mr. Winston worked for Austin Ventures, a venture capital and private equity fund. He also worked in the investment banking group at Simmons and Company International from 2008 to 2010. Mr. Winston earned an MBA from the University of Virginia Darden School of Business in 2014, where he was awarded the Frank S. Batten Scholarship and Frank Genovese Fellowship, and a BBA in Finance from Texas A&M University in 2007. Qualifications: Mr. Winston’s extensive financial and operations experience brings important and necessary skills to the Board. |
Information Concerning Other Class B Directors
For detailed information regarding our directors’ respective holdings of our securities, compensation and other arrangements, see “Security Ownership — Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation” and “Certain Relationships and Related Party Transactions.”
Compensation Differentiators
| What we do | | What we don’t do | | | | Target competitive compensation levels relative to peers, including performance-based and at-risk components | | Guaranteed annual bonuses for NEOs | | | Evaluate the risk of our compensation programs | | Excessive perquisites | | | Engage an independent compensation consultant for review and benchmarking of our compensation programs | | Separate welfare benefit plans for NEOs | | | Mitigate excessive, undue risk-taking through the structure and design of our incentive compensation plans | | Grant single-trigger equity-based awards to executives |
Our Compensation Setting Process
| Compensation Consultant | | Compensation Committee and Management | | Compensation Committee | | Provides data, analysis and advice to our Compensation Committee | | Management prepares materials for the Compensation Committee, who considers individual role and contributions along with market data to determine target NEO compensation | | Determines if NEO pay is competitive and aligned with market data. Then, considers experience, performance, internal equity, and other relevant factors to adjust target pay, above or below median |
Our Compensation Setting Process
Role of Compensation Consultant: The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. To assist with its oversight responsibilities, the Compensation Committee engages an independent compensation consultant (the “Compensation Consultant”) who provides the Compensation Committee with data, analysis and advice on the structure and level of executive compensation. The Compensation Consultant participates as requested in Compensation Committee meetings and executive sessions of the Compensation Committee meetings. The Compensation Consultant may work with our management on various matters for which the Compensation Committee is responsible. We consider the Compensation Consultant to be independent of the Company according to current NYSE listing requirements and SEC guidance. Willis Towers Watson has served as the Compensation Consultant since September 2019. During 2025, Willis Towers Watson did not provide services to the Company other than advising on executive and director compensation. Compensation Setting Process: The exact level of targeted compensation for each NEO varies based on the individual’s role at the Company, the individual’s experience and the individual’s contribution to our success. Company management, in consultation with the Compensation Committee chair and the Compensation Consultant, prepares materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee, including market data provided by the Compensation Consultant and recommendations of our CEO regarding compensation of the other executives. The Compensation Committee considers the market data provided by the Compensation Consultant to determine the compensation of our CEO. Peer Group and Market Data Considerations: Based on market data, which we use as a reference, we believe compensation for our NEOs is reasonably competitive with opportunities available to officers holding similar positions at comparable companies. We seek to set compensation levels for each element of total direct compensation based on our assessment of market practices at or near the median. The Compensation Committee adjusts target compensation for each NEO above or below the median, taking into consideration experience, performance, internal equity and other relevant circumstances. Selection of Compensation Comparative Data Role of Compensation Benchmarking: For benchmarking purposes, the Compensation Committee compares the total compensation for each NEO position to the compensation paid for similar positions by companies in our peer group. Peer Group Identification: With input from the Compensation Committee and management, the Compensation Consultant performs the following in selection of the peer group:
Peer Group Identification Process
Peer Group Identification Process
Our Compensation Consultant…
Our Compensation Consultant…
Our Compensation Consultant…
| ✓ | Collaborates with our Compensation Committee and Management to ensure appropriate selection of peer companies | | ✓ | Considers line of business, competition for talent, relative size, as determined by revenue, and other financial characteristics | | ✓ | Provides industry-specific compensation surveys for consideration by our Compensation Committee |
Our Compensation Consultant…
… before our Compensation Committee reviews, and, as appropriate, approves the proposed peer group. We believe that the compensation surveys and companies identified in our peer group constitute the best and most appropriate approach for benchmarking comparisons, which helps attract and retain highly qualified, experienced and technically proficient executives with well-developed management, operational and marketing skills needed to excel in our industry. The Compensation Committee will continue to review and monitor the peer group and its methodology on an annual basis and select peers based on appropriate screening criteria, metrics and competition for executive talent. Peer Group Review: During the Compensation Committee’s annual review of executive compensation, the Compensation Consultant conducted a competitive assessment for similar types of positions comparable to the Company’s direct peer companies and available survey data. For this assessment, information from peer company public filings was compiled, including public company proxy statements and annual reports on Form 10-K. The peer group used for 2025 executive compensation consisted of publicly traded midstream companies with whom we compete for executive talent. Compensation Review and Analysis: During the Compensation Committee’s annual review of executive compensation, the Compensation Consultant conducted a competitive assessment for similar types of positions comparable to the Company’s direct peer companies and available survey data. For this assessment, information from peer company public filings was compiled, including public company proxy statements and annual reports on Form 10-K. The peer group used for 2025 executive compensation consisted of the following publicly traded midstream companies with whom we compete for executive talent:
Our Compensation Consultant…
| 2025 Peer Group | | | | Archrock, Inc. | Genesis Energy, L.P. | Oil States International, Inc. | | Aris Water Solutions, Inc. | Gibson Energy Inc. | Select Water Solutions, Inc. | | Enerflex Ltd. | Kinetik Holdings Inc. | USA Compression Partners, LP | | | Kodiak Gas Services, Inc. | |
Our Compensation Consultant…
Each year, the Compensation Committee reviews the companies in the peer group with its Compensation Consultant, making changes when appropriate, including for mergers and acquisitions that affect the availability and relevance of compensation information. The ten companies in the 2025 peer group were selected by the Compensation Committee based on the Compensation Consultant’s benchmarking analysis that considers financial measures, such as market capitalization, revenue, and asset value, along with each company’s business profile. The compensation analysis encompassed the primary elements of total direct compensation, including annual base salary, annual short-term incentive and long-term incentive awards for the NEOs of these peer group companies. The Compensation Committee considered the information provided to ascertain whether the compensation of our NEOs is aligned with its compensation philosophy and competitive with the compensation for executive officers of the peer group companies. The Compensation Committee reviewed the compensation analysis to confirm our compensation programs were supporting a competitive total compensation approach that emphasizes incentive-based compensation and appropriately rewards achievement of our objectives. The Compensation Committee will continue to review and monitor the peer group and our methodology on an annual basis and will select peers based on appropriate screening criteria, metrics and competition for executive talent.
Elements of Executive Compensation
Elements of Executive Compensation The primary elements of compensation for the NEOs for 2025 are base salary, annual incentive compensation and long-term compensation awards (subject to both service-based and performance-based vesting requirements) granted under the Summit Midstream Corporation 2024 Long-Term Incentive Plan, as in effect from time to time and as may be amended (for purposes of this CD&A, the “SMC LTIP”). The NEOs also receive certain retirement, health and welfare and additional benefits. Our executive compensation program consists of the following primary elements: We use each element of compensation to satisfy one or more of our stated compensation objectives. Our goal is to achieve the appropriate balance between short-term cash incentives for achievement of annual financial performance goals and long-term incentives to promote achievement of sustained value over the longer term and for retention purposes. We believe that incentive awards based on Company equity serve to align the economic interests of our executive officers with those of the Company’s public stockholders. We believe that our restricted stock unit awards, as described below, provide proper incentives to avoid undue risk taking while increasing long-term stockholder value. We also believe that these awards are an important retention tool with respect to our NEOs. For 2025, the target total direct compensation for the NEOs as set by the Compensation Committee is summarized below. Each element is further discussed in this CD&A.
Elements of Executive Compensation
| Name and Principal Position | Base Salary ($)(1) | 2025 Target Annual Bonus: Percentage of Base Salary (%) | 2025 Target Annual Bonus Value ($) | 2025 Target Annual LTIP Award: Percentage of Base Salary (%) | 2025 LTIP Target Award Value ($) | 2025 Target Total Direct Compensation ($) | | J. Heath Deneke Chairman of the Board, President and Chief Executive Officer | 795,000 | 120 | 954,000 | 450 | 3,577,500 | 5,326,500 | | William J. Mault Executive Vice President and Chief Financial Officer | 450,000 | 85 | 382,500 | 240 | 1,080,000 | 1,912,500 | | James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 450,000 | 85 | 382,500 | 233 | 1,048,500 | 1,881,000 |
Annual Incentive Compensation
Annual Incentive Compensation We provide an annual bonus to drive the achievement of key business results and to recognize the NEOs based on their contributions to those results. The annual bonus plan is a cash-based incentive plan. Incentive amounts are intended to provide total cash compensation near the market range for executive officers in comparable positions when target performance is achieved. Annual bonus compensation levels are set above or below the market range to reflect actual performance results as appropriate when performance is greater or less than expectations. Pursuant to their employment agreements in effect in 2025, each NEO was eligible to receive an annual bonus payout according to the graphic below, as determined by the Compensation Committee and effective as of March 28, 2025. As noted above, the annual incentive target for each NEO was reduced in 2025 in combination with adjustments to base salary and long-term incentive target to more closely align with competitive peer ranges:
2025 Annual Target Bonus
2025 Annual Target Bonus The Compensation Committee establishes performance measures annually that align with our business strategy, as reflected in a corporate scorecard of company-wide metrics applicable to the senior leadership team, which includes the NEOs (the “SLT Scorecard”), and in individual performance goals for each NEO. The amount of each NEO’s actual bonus earned is equal to the product of their target annual bonus, multiplied by the level of achievement of the SLT Scorecard, multiplied by the level of achievement of their individual performance goals. The SLT Scorecard reflects our key business priorities, including financial goals; health, safety, environmental and regulatory (“HSER”) goals, across the Company; and certain strategic initiatives and other key objectives for a given year. In 2025, the SLT Scorecard contained three factors, which are considered by the Board and management as key indicators of the successful execution of our business plan. Those factors along with supporting information, are presented below: (1) Adjusted EBITDA is a non-GAAP financial measure and is a supplemental financial measure used by management in evaluating our financial performance. Please see “Non-GAAP Financial Measure — Adjusted EBITDA” included as Appendix A to this proxy statement for an explanation of how Adjusted EBITDA is calculated and why we use Adjusted EBITDA. (2) Percent achieved determined by the Compensation Committee’s assessment of: (i) incremental run-rate annual EBITDA achieved in 2025 from (a) new, amended, and extended customer contracts, expense savings, and commercializing operating changes, which more than doubled target quantity; and (b) the acquisition and integration of Moonrise Midstream; (ii) successful capital markets transactions for second-lien and equity issuances; and (iii) increasing equity research coverage and stock ownership by index-based funds. (3) Percent achieved determined by the Compensation Committee’s assessment of: (i) better-than-target results on TRIR, lost-time incidents, at-fault vehicle accident rate, and spill/release intensity; and (ii) significant year-over-year improvement in safety results from the implementation in 2025 of a company-wide safety action plan addressing recommendations of an independent advisor. (4) The Compensation Committee approved an assessment of the SLT’s overall performance on company-wide metrics of 109%. Each NEO’s individual performance goals included their performance with respect to their applicable departmental functions, their contributions to the Company’s and their department’s performance, their individual leadership capabilities and their contributions towards strategic initiatives. The annual bonuses paid to each NEO were approved by the Compensation Committee, as further described below. Mr. Deneke’s annual bonus reflects the SLT Scorecard’s 109% achievement and his 100% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Deneke leading the Company to achieving significant improvements in its safety management program, making progress towards the Company’s leverage reduction, capital return, and business development goals, and integrating the Moonrise and Tall Oak midstream acquisitions into the Company’s business. Mr. Mault’s annual bonus reflects the SLT Scorecard’s 109% achievement and his 100% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Mault’s completion of the additional 2L financing, extending the investor base in the Company’s common stock, ensuring financial supporting for the Company’s growth capital needs, particularly in the Williston, DJ, Arkoma, and Permian Basins. Mr. Johnston’s annual bonus reflects the SLT Scorecard’s 109% achievement and his 100% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Johnston leading the environmental compliance, HR, Land, and ESG/Sustainability functions of the Company.
2025 Annual Target Bonus
| Name and Principal Position | 2025 Annual Bonus Payout ($) | | J. Heath Deneke Chairman of the Board, President and Chief Executive Officer | 1,039,860 | | William J. Mault Executive Vice President and Chief Financial Officer | 416,925 | | James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 416,925 |
Long-Term Equity-Based Compensation Awards
Long-Term Equity-Based Compensation Awards Pursuant to the SMC LTIP, eligible officers (including the NEOs), employees, consultants and directors of the Company and its affiliates are eligible to receive awards with respect to our equity interests, thereby linking the recipients’ compensation directly to the value of our common stock and enhancing our ability to attract and retain superior talent. The SMC LTIP provides for the grant, from time to time at the discretion of the Compensation Committee, of a dollar-denominated award, stock awards, restricted stock, restricted stock units, stock options, stock appreciation rights, dividend equivalent rights, and other awards related to the Company’s common stock. The SMC LTIP is designed to promote our interests, as well as the interests of our stockholders, by aligning the interests of our eligible employees (including the NEOs) and directors with those of common stockholders, as well as by strengthening our ability to attract, retain and motivate qualified individuals to serve as directors and employees. Awards under the SMC LTIP are typically granted once per fiscal year (during the quarterly period ending March 31st).
2025 Awards
2025 Awards SMC LTIP award guidelines were determined using the Compensation Consultant’s analysis for individuals in comparable positions and an analysis of the scope of their roles and duties. These guidelines set an annual long-term incentive award target in the amount of 450% of base salary for Mr. Deneke, 240% of base salary for Mr. Mault and 233% of base salary for Mr. Johnston in 2025. Effective March 14, 2025, the Board approved a grant of restricted stock units to each of Messrs. Deneke, Mault and Johnston, in line with the annual award guidelines. In consultation with the Compensation Consultant, the Compensation Committee determined that, consistent with the practices of the Company’s peer companies, restricted stock units should be granted subject to both performance-based and service-based vesting conditions. Consistent with the Company, companies in our compensation peer group are generally using a combination of performance-based and time-based awards. The Compensation Committee determined that 50% of the restricted stock unit award will vest based on the achievement of the performance measures over a three-year performance period, as discussed below, and the remaining 50% of the restricted stock unit award will vest ratably subject to continued service over a three-year period. Holders of restricted stock units are entitled to dividend equivalent rights for each restricted stock unit, if applicable, providing for a lump sum payment equal to any accrued dividends from the grant date of the restricted stock units to be paid in cash upon the vesting date. The Compensation Committee selected equity-based awards with three-year service-based and performance-based vesting requirements to foster increased stock ownership by the NEOs, as a retention incentive for continued employment with the Company and to continue to align our NEOs’ interests with the interests of our stockholders. To calculate the number of restricted stock units granted to each NEO, in January 2025, the Compensation Committee determined the dollar amount of the long-term incentive compensation award and that 50% of such value would be granted in the form of restricted stock units subject to performance-based vesting requirements and 50% of such value would be granted in the form of restricted stock units subject to service-based vesting requirements and then granted the number of restricted stock units that had a fair market value equal to the determined value, based on the market price for a share of common equity. Restricted stock unit awards granted under the SMC LTIP in 2025 were as follows:
2025 Awards
| Name and Principal Position(1) | 2025 Target Annual LTIP Award: Percentage of Base Salary (%) | 2025 Performance- based Restricted Stock Units Awarded (#)(2) | 2025 Time-based Restricted Stock Units Awarded (#) | 2025 SMC LTIP Award Value ($)(2) | | J. Heath Deneke Chairman of the Board, President and Chief Executive Officer | 450 | 47,624 | 47,624 | $3,577,500 | | William J. Mault Executive Vice President and Chief Financial Officer | 240 | 14,377 | 14,377 | $1,080,000 | | James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 233 | 13,958 | 13,958 | $1,048,500 |
2025 Awards
(1) The Compensation Committee determined the number of restricted stock units awarded under the SMC LTIP on March 14, 2025 based on a per share volume-weighted average closing price of approximately $37.56 for the three trading days immediately preceding the grant date. (2) The number and value of performance-based restricted stock units are included in this table at target performance.
Restricted Stock Unit Vesting
Restricted Stock Unit Vesting The performance-based restricted stock units will vest to the extent the performance measures set forth in the table below are met over the three-year period beginning January 1, 2025 and ending December 31, 2027 (the “performance period”). The time-based restricted stock units will vest one-third on each of the first three anniversaries following the date of grant. As shown in the table below, payouts can range from 0% to 200% of the target number of restricted stock units. Annualized Absolute TSR: Absolute TSR will be calculated as (i) the sum of (a) the average fair market value of a share of common stock at the end of the performance period plus (b) any dividends paid over the performance period, divided by (ii) the average fair market value of a share of common stock at the beginning of the performance period; where the average fair market value as of a given date will be the volume-weighted average price of a share of common stock during the 20 consecutive trading days ending on and including such date. The Absolute TSR is subsequently annualized with respect to the performance period to calculate the Annualized Absolute TSR. Relative Shareholder Return: The Company’s relative shareholder return will be compared to the total unitholder or total shareholder return, as applicable, of a performance peer group comprised of Antero Midstream Corporation, Archrock, Inc., Aris Water Solutions, Inc., Cheniere Energy, Inc., Delek Logistics Partners, LP, DT Midstream, Inc., Enerflex Ltd., Energy Transfer LP, Enterprise Products Partners LP, Excelerate Energy, Inc., Genesis Energy, LP, Gibson Energy Inc., Kinder Morgan, Inc., Kinetik Holdings Inc., Kodiak Gas Services, Inc., MPLX LP, New Fortress Energy Inc., NGL Energy Partners LP, Oil States International, Inc., ONEOK, Inc., Select Water Solutions, Inc., Targa Resources Corp., The Williams Companies, Inc., Western Midstream Partners, LP, and USA Compression Partners, LP. Total returns will be calculated as (i) the sum of (a) the average fair market value of a common unit or share of common stock, as applicable, at the end of the performance period plus (b) any distributions or dividends, as applicable, paid over the performance period, divided by (ii) the average fair market value of a common unit or share of common stock, as applicable, at the beginning of the performance period; where the average fair market value as of a given date will be the volume-weighted average price of a common unit or share of common stock, as applicable, during the 20 consecutive trading days ending on and including such date. Companies in the performance peer group that, during the performance period, have undergone an acquisition, merger or other corporate transaction pursuant to which they are not the surviving entity will be removed from the peer group. The performance-based restricted stock units and time-based restricted stock units granted to the NEOs in 2025 are subject to accelerated vesting and change in control provisions, as described in the table below.
Restricted Stock Unit Vesting
| | Performance-based Restricted Stock Units | Time-based Restricted Stock Units | | Provisions to Accelerate Vesting | The restricted stock units granted to the NEOs in 2025 are subject to accelerated vesting on the occurrence of any of the following events: • A termination of the NEO’s employment other than for cause; • A termination of the NEO’s employment by the NEO for good reason (as defined in the NEO’s employment agreement); or • A termination of the NEO’s employment by reason of the NEO’s death or disability. As described in more detail in the “— Potential Payments” section below, depending on the timing of such terminations, the performance-based restricted stock units will either vest at the time of termination, with the performance measures deemed met at the target level, or will remain outstanding and eligible to vest in accordance with their terms, as discussed in the “— Potential Payments” section below. | | | Change in Control Considerations | In the event of a change in control, the performance measures associated with the performance-based restricted stock units will be scored based on the level of performance achieved during the period beginning on the first day of the performance period and ending on the latest practicable date prior to the change in control. If the performance-based restricted stock units, as scored, are not continued, assumed, substituted or replaced with an award that is either based: (i) on shares of common stock or common units that are traded on a national securities exchange and are registered under the Securities Exchange Act of 1934, as amended, or (ii) on a U.S. dollar-denominated cash award, | In the event of a change in control, the time-based restricted stock units will become vested only to the extent they are not continued, assumed, substituted or replaced as described in the column to the left, and like the performance-based restricted stock units, if continued, assumed, substituted or replaced, the time-based restricted stock units will remain subject to the accelerated provisions described above. |
Restricted Stock Unit Vesting
| Performance-based Restricted Stock Units | Time-based Restricted Stock Units | | in each case, that has no less than equivalent economic value as immediately prior to the change in control, such performance-based restricted stock units will become vested in connection with the change in control. Any continued, assumed, substituted or replaced performance-based restricted stock units remain subject to accelerated vesting provisions described above. | |
Certification of Performance and Vesting of 2023 Awards
Certification of Performance and Vesting of 2023 Awards As described in our 2024 proxy statement, the performance-based phantom units granted to our NEOs in 2023 (the “2023 Awards”) consisted 50% of units based on leverage ratio and 50% of units based on relative total unitholder return, which vested based on the achievement of such performance measures over the three-year period beginning January 1, 2023 and ending December 31, 2025. In connection with the consummation of the Corporate Reorganization, the 2023 Awards held by the NEOs under the SMLP Long-Term Incentive Plan (the “SMLP LTIP”) were canceled and converted into performance-based restricted stock unit awards under the SMC LTIP, but still subject to the same performance and vesting conditions. For the applicable performance period, the Compensation Committee certified an overall percentage achievement of 96.7 against the performance criteria targets, based on a total leverage ratio of 4.2 times and percentage achievement for relative total shareholder return ranking of 53.4.
Employment Agreements
Employment Agreements In August 2024, each NEO’s employment agreement with Summit Operating Services Company, LLC was amended and restated in connection with the Corporate Reorganization. In March 2025, following a periodic review of the Elements of the NEOs’ total direct compensation by the Compensation Committee, the base salary, target annual bonus and annual LTIP target amounts in each NEO’s employment agreement were each adjusted (which updated amounts are described below). The Elements of the NEOs’ total direct compensation remain subject to periodic review and may be adjusted accordingly by the Compensation Committee. Messrs. Deneke’s, Mault’s and Johnston’s amended and restated employment agreements have an effective date of August 1, 2024, and an initial term that expired on August 1, 2025. The terms of each of Messrs. Deneke’s, Mault’s and Johnston’s amended and restated employment agreements are subject to automatic extension for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30 days prior to the expiration of the then-applicable term.
James D. Johnston
James D. Johnston Mr. Johnston’s employment agreement provides for an annual base salary of $450,000, a performance-based bonus ranging from 0% to 200% of base salary, with a target of 85% of base salary, and an annual equity award under the SMC LTIP with a target value of 233%, provided that such value may vary in the Board’s discretion based on Mr. Johnston’s or our performance prior to each grant. In addition, Messrs. Deneke’s, Mault’s and Johnston’s employment agreements also provide for reimbursement of certain business expenses incurred in connection with their employment, including company-paid tax preparation and advisory services, and Mr. Deneke’s employment agreement also provides for Young Presidents Organization membership dues of up to $15,000 per year. Messrs. Deneke, Mault and Johnston are each entitled to receive a prorated annual bonus (based on target) if any of their employment is terminated (i) by either Messrs. Deneke, Mault or Johnston, as applicable, with good reason, or by us without cause (each a “Qualifying Termination”), (ii) as a result of a non-extension of the term by us (an “Employer Nonrenewal”), or (iii) due to death or disability, paid as a lump sum within 60 days of termination, subject, in the event of a Qualifying Termination, Employer Nonrenewal or disability to the applicable NEO’s execution and nonrevocation of a release of claims. Messrs. Deneke’s, Mault’s and Johnston’s employment agreements provide for a cash severance payment upon a termination resulting from an Employer Nonrenewal or a Qualifying Termination, subject to the applicable NEO’s execution and nonrevocation of a release of claims within 60 days following their termination. Such severance payment will be equal to, for Mr. Deneke, three times, and for Messrs. Mault and Johnston, two and one-half times the sum of (i) each of their respective annual base salaries and (ii) the higher of each of their respective target annual bonuses and the annual bonuses actually paid to each in respect of the year immediately preceding their termination. The severance payment will be paid in equal installments generally over the period beginning on the date of their termination and ending on its first anniversary. Messrs. Deneke, Mault and Johnston would also be entitled to subsidized COBRA coverage for the lesser of the time during which they are eligible for COBRA coverage and 18 months. Messrs. Deneke’s, Mault’s and Johnston’s employment agreements provide that if following any of Messrs. Deneke’s, Mault’s or Johnston’s termination of employment, we discover that grounds for a termination for “cause” existed at the time of their termination, Messrs. Deneke’s, Mault’s or Johnston’s termination of employment will be recharacterized a termination for cause and any payment or benefit received in connection with their termination (whether or not pursuant to their employment agreements) shall be repaid, and they will not be eligible for any remaining severance payment or benefits under their employment agreements. The amended and restated employment agreements generally define good reason as any of Messrs. Deneke’s, Mault’s or Johnston’s termination of employment within 90 days after the occurrence of: (i) a material diminution in their authority, duties or responsibilities; (ii) a material diminution in the aggregated total of their base salary, target bonus opportunity and annual target long-term incentive award opportunity (provided that such target opportunity may vary year-to-year based upon each of Messrs. Deneke’s, Mault’s or Johnston’s, or our performance prior to such grant); (iii) a material change in the geographic location at which they must perform their services under the agreement; or (iv) any other action or inaction that constitutes a material breach of the employment agreement by us. For Mr. Deneke, good reason also includes a change in Mr. Deneke’s reporting relationship resulting in Mr. Deneke no longer reporting directly to the Board. Following any termination of employment due to an Employer Nonrenewal or Qualifying Termination, Messrs. Deneke, Mault and Johnston will be subject to a post-termination non-competition covenant through the first anniversary of termination unless any of Messrs. Deneke, Mault or Johnston elect to forego any portion of his severance payment in exchange for a waiver of the corresponding non-competition period. Following Messrs. Deneke’s, Mault’s or Johnston’s termination of employment for any reason, Messrs. Deneke, Mault and Johnston will be subject to a one-year post-termination non-solicitation and perpetual confidentiality covenants. Messrs. Deneke’s, Mault’s and Johnston’s employment agreements also provide that, in the event of a change in control, (i) all equity awards granted to them under the SMC LTIP prior to the effective date of their amended and restated employment agreement and held by them as of immediately prior to a change in control of the Company will become fully vested immediately prior to the change in control and (ii) if any portion of the payments or benefits provided to Messrs. Deneke, Mault or Johnston in connection with a change in control becomes (whether or not pursuant to their employment agreements) subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reduction would result in a greater after-tax benefit to any of Messrs. Deneke, Mault or Johnston.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our NEOs for the years ended December 31, 2025, 2024 and 2023, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | J. Heath Deneke(4) Chairman of the Board, President and Chief Executive Officer | 2025 | 766,962 | — | 4,103,760 | 1,047,162 | 52,940 | 5,970,824 | | | 2024 | 676,000 | 1,898,754 | 2,881,405 | 1,457,625 | 50,209 | 6,963,993 | | | 2023 | 650,000 | 1,012,417 | 2,628,414 | 714,000 | 48,814 | 5,053,645 | | William J. Mault Executive Vice President and Chief Financial Officer | 2025 | 432,564 | — | 1,238,866 | 419,118 | 24,051 | 2,114,599 | | | 2024 | 376,000 | 502,366 | 890,380 | 564,000 | 23,798 | 2,356,545 | | | 2023 | 336,000 | 248,115 | 748,095 | 309,120 | 23,032 | 1,664,362 | | James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 2025 | 438,455 | — | 1,202,761 | 495,499 | 36,853 | 2,173,568 | | | 2024 | 401,000 | 593,346 | 949,584 | 551,375 | 35,586 | 2,530,891 | | | 2023 | 386,000 | 264,042 | 858,364 | 308,800 | 34,181 | 1,851,387 |
Summary Compensation Table
____________ (1) Amounts shown reflect the grant date fair value of the phantom unit and/or restricted stock unit awards granted to the NEOs pursuant to the annual LTIP program in 2025, 2024 and 2023, respectively, in accordance with FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), with such awards subject to performance-based vesting conditions valued based on probable performance as of the grant date. Assuming maximum performance, the grant date fair value of phantom units and/or restricted stock units subject to performance-based vesting conditions would be: Mr. Deneke — $4,641,435; Mr. Mault — $1,401,182; and Mr. Johnston — $1,360,347. (2) Amounts shown represent the incentive bonus earned under the Company’s annual incentive bonus program in the fiscal year indicated but paid in the following fiscal year. (3) The Company makes contributions to the NEO’s health savings accounts and pays all employees, including the NEOs, a holiday bonus. Additionally, the amounts in this column include the following:
Summary Compensation Table
| Name | Medical Insurance Premium ($) | 401(k) Plan Employer Contributions ($) | Individual Tax Preparation ($) | | J. Heath Deneke | 16,853 | 17,500 | 16,583 | | William J. Mault | 5,554 | 17,500 | — | | James D. Johnston | 16,853 | 17,500 | — |
Summary Compensation Table
(4) Mr. Deneke, the President and Chief Executive Officer, also served as a member of the Board but did not receive any additional compensation for serving on the Board.
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information concerning annual incentive awards and restricted stock unit awards granted to the Company’s NEOs in fiscal year 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
| Name | Grant Date | Committee Action 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 (#) | | | | J. Heath Deneke | 3/28/2025(5) | 3/12/2025 | — | 954,000 | 2,385,000 | — | — | — | — | — | | | 3/14/2025 | 3/12/2025 | — | — | — | 23,812 | 47,624 | 95,248 | — | 2,320,718 | | | 3/14/2025 | 3/12/2025 | — | — | — | — | — | — | 47,624 | 1,783,043 | | William J. Mault | 3/28/2025(5) | 3/12/2025 | — | 382,500 | 900,000 | — | — | — | — | — | | | 3/14/2025 | 3/12/2025 | — | — | — | 7,189 | 14,377 | 28,754 | — | 700,591 | | | 3/14/2025 | 3/12/2025 | — | — | — | — | — | — | 14,377 | 538,275 | | James D. Johnston | 3/28/2025(5) | 3/12/2025 | — | 382,500 | 900,000 | — | — | — | — | — | | | 3/14/2025 | 3/12/2025 | — | — | — | 6,979 | 13,958 | 27,916 | — | 680,173 | | | 3/14/2025 | 3/12/2025 | — | — | — | — | — | — | 13,958 | 522,588 |
Grants of Plan-Based Awards for Fiscal Year 2025
____________ (1) Represents annual incentive opportunities that may be awarded pursuant to the Company’s annual incentive program for the year ended December 31, 2025 with payment based upon the Company’s achievement of pre-established performance goals and other factors. For additional information, please see “Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive Compensation.” (2) Represents the number of performance-based restricted stock units (with dividend equivalent rights) under the SMC LTIP that may be earned if the target and maximum performance levels are met. As discussed above in “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity-Based Compensation Awards,” the performance-based restricted stock units do not provide for threshold performance levels, but are scored based on straight-line interpolation between levels of performance. (3) Represents the number of service-based restricted stock units with dividend equivalent rights under the SMC LTIP. (4) Amounts shown represent the fair value of the award on the date of the grant, in accordance with FASB ASC Topic 718. For the assumptions made in valuing these awards, see Note 15 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (5) The effective date of target base salary and short- and long-term incentive target adjustments for each of the NEOs was March 28, 2025.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2025 Table
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2025 Table A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, non-equity incentive plan compensation and all other compensation can be found in the CD&A that precedes these tables.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table presents information regarding the outstanding equity awards held by the Company’s NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
| 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | J. Heath Deneke | 3/14/2025 | — | — | 23,812(3) | 635,304 | | | 3/14/2025 | 47,624(6) | 1,270,608 | — | — | | | 1/18/2024 | — | — | 131,018(4) | 3,495,560 | | | 1/18/2024 | 65,508(7) | 1,747,753 | — | — | | | 3/15/2023 | — | — | 50,596(5) | 1,349,909 | | | 3/15/2023 | 30,015(8) | 800,800 | — | — | | William J. Mault | 3/14/2025 | — | — | 7,189(3) | 191,789 | | | 3/14/2025 | 14,377(6) | 383,578 | — | — | | | 1/18/2024 | — | — | 40,486(4) | 1,080,166 | | | 1/18/2024 | 20,242(7) | 540,057 | — | — | | | 3/15/2023 | — | — | 14,401(5) | 384,217 | | | 3/15/2023 | 8,542(8) | 227,901 | — | — | | James D. Johnston | 3/14/2025 | — | — | 6,979(3) | 186,200 | | | 3/14/2025 | 13,958(6) | 372,399 | — | — | | | 1/18/2024 | — | — | 43,178(4) | 1,151,989 | | | 1/18/2024 | 21,588(7) | 575,968 | — | — | | | 3/15/2023 | — | — | 16,541(5) | 441,312 | | | 3/15/2023 | 9,793(8) | 261,277 | — | — |
Outstanding Equity Awards at Fiscal Year-End 2025
____________ (1) Restricted stock units granted to the NEOs vest as described below, subject to continued employment, and accelerated vesting as provided in the applicable award agreement. The NEOs also receive dividend equivalent rights for each restricted stock unit, if applicable, providing for a lump sum payment equal to any accrued dividends from the grant date of the restricted stock units to be paid in cash upon the vesting date. (2) Amounts were calculated using the closing price of the Company’s publicly traded common stock ($26.68) on December 31, 2025, the last trading day of the year. (3) Represents the performance-based restricted stock units granted to the NEOs in 2025, which vest based on the extent to which the associated performance measures are achieved at the end of a three-year period. The amounts set forth in the table above represent the number of restricted stock units that may vest based on the threshold level of performance. (4) Represents the performance-based restricted stock units granted to the NEOs in 2024, which vest based on the extent to which the associated performance measures are achieved at the end of a three-year period. The amounts set forth in the table above represent the number of restricted stock units that may vest based on the maximum level of performance. (5) Represents the performance-based restricted stock unit awards granted to the NEOs in 2023, which vest based on the extent to which the associated performance measures are achieved at the end of a three-year period. The amounts set forth in the table above represent the number of restricted stock units that may vest based on the actual level of performance achieved. (6) Represents the time-based restricted stock unit awards granted to the NEOs in 2025, which vest ratably over a three-year period with the first tranche scheduled to vest on the first anniversary of the grant date. (7) Represents the unvested portion of the time-based restricted stock units granted to the NEOs in 2024, which vest ratably over a three-year period with the first tranche scheduled to vest on the first anniversary of the grant date. (8) Represents the unvested portion of the time-based restricted stock units granted to the NEOs in 2023, which vest approximately 50% and 50% on each of March 15, 2025 and March 15, 2026, respectively.
Stock Vested for Fiscal Year 2025
Stock Vested for Fiscal Year 2025 The following table represents information regarding the vesting of restricted stock units during the year ended December 31, 2025 with respect to the Company’s NEOs.
Stock Vested for Fiscal Year 2025
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | J. Heath Deneke | 106,697 | 4,130,014 | | William J. Mault | 31,816 | 1,232,995 | | James D. Johnston | 30,150 | 1,173,399 |
Stock Vested for Fiscal Year 2025
____________ (1) Represents the number of restricted stock units that vested in 2025. (2) Represents the value of the restricted stock units that vested in 2025. The value of the restricted stock units that vested was calculated using the closing price of the Company’s publicly traded shares of common stock at the date of vesting.
Pension Benefits
Pension Benefits Currently, the Company does not sponsor or maintain a pension or defined benefit program for its NEOs. This policy may change in the future.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control SEC regulations require us to disclose potential payments to an NEO in connection with his or her termination or a change of control of the Company. The following table sets forth information concerning potential amounts payable to the NEOs upon termination of employment under various circumstances, and upon a change in control, if such event took place on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Name and Principal Position | Triggering Event | Salary ($)(1) | Bonus ($)(1) | Pro-Rata Bonus ($)(2) | Health Benefits ($)(3) | Acceleration of Unvested LTIP Awards ($)(4) | Total ($)(5) | | J. Heath Deneke Chairman of the Board, President and Chief Executive Officer | Termination by Reason of Death or Disability | — | — | 954,000 | — | 8,439,151 | 9,393,151 | | | Termination Without Cause, Resignation for Good Reason or Nonextension of Term by Company | 2,385,000 | 2,862,000 | 954,000 | 18,857 | 8,439,151 | 14,659,008 | | | Change in Control | 2,385,000 | 2,862,000 | 954,000 | 18,857 | 8,439,151 | 14,659,008 | | William J. Mault Executive Vice President and Chief Financial Officer | Termination by Reason of Death or Disability | — | — | 382,500 | — | 2,531,052 | 2,913,552 | | | Termination Without Cause, Resignation for Good Reason or Nonextension of Term by Company | 1,125,000 | 956,250 | 382,500 | 6,551 | 2,531,052 | 5,001,353 | | | Change in Control | 1,125,000 | 956,250 | 382,500 | 6,551 | 2,531,052 | 5,001,353 |
Potential Payments upon Termination or Change in Control
| Name and Principal Position | Triggering Event | Salary ($)(1) | Bonus ($)(1) | Pro-Rata Bonus ($)(2) | Health Benefits ($)(3) | Acceleration of Unvested LTIP Awards ($)(4) | Total ($)(5) | | James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | Termination by Reason of Death or Disability | — | — | 382,500 | — | 2,681,633 | 3,064,133 | | | Termination Without Cause, Resignation for Good Reason or Nonextension of Term by Company | 1,125,000 | 956,250 | 382,500 | 19,353 | 2,681,633 | 5,164,736 | | | Change in Control | 1,125,000 | 956,250 | 382,500 | 19,353 | 2,681,633 | 5,164,736 |
Potential Payments upon Termination or Change in Control
(1) The NEOs’ employment agreements provide that upon an Employer Nonrenewal or a Qualifying Termination, the NEOs will receive a severance payment equal to, for Mr. Deneke, three times, and for Messrs. Mault and Johnston, two and one-half times, the sum of their respective annual base salary and the higher of their respective target annual bonus and the annual bonus actually paid to them in respect of the immediately preceding year. (2) The NEOs’ employment agreements provide that the NEOs are entitled to receive a prorated annual bonus (based on target) if their employment is terminated by reason of death or disability or as a result of an Employer Nonrenewal or a Qualifying Termination. (3) The NEOs’ employment agreements provide that the NEOs are entitled to subsidized COBRA coverage for the lesser of the time during which he is eligible for COBRA coverage and 18 months if their employment is terminated as a result of an Employer Nonrenewal or a Qualifying Termination. (4) Amounts represent the value of (i) the restricted stock units and (ii) the cash retention component, in each case, that vests upon the occurrence of the triggering event. The value of the restricted stock units was calculated using the closing price of the Company’s publicly traded common stock on December 31, 2025. • Unvested equity awards and cash retention components granted to the NEOs prior to February 2023 will immediately vest upon a termination without cause or by reason of death or disability, upon a change in control, or, if provided in the individual award agreement, upon a termination for good reason. • In the event of a termination of employment, unvested equity awards granted in February 2023 will vest as follows: (i) unvested time-based awards will immediately vest upon a Qualifying Termination or a termination of employment by reason of death or disability; (ii) unvested performance-based awards will vest upon a Qualifying Termination in the first or second year of the performance period or upon a termination of employment by reason of death or disability prior to the end of the performance period, in each case, with the performance measures deemed met at the target level; and (iii) unvested performance-based awards will remain outstanding and eligible to vest in accordance with their terms at the end of the performance period upon a Qualifying Termination in the third year of the performance period or upon a termination of employment by reason of death or disability on or following the last day of the performance period. • In the event of a change in control, unvested equity awards and cash retention components granted to the NEOs during or after February 2023 will vest in connection with a change in control only if not continued, assumed, substituted or replaced with an award that is either based (i) on shares of common stock or common units that are traded on a national securities exchange and are registered under the Securities Exchange Act of 1934, as amended, or (ii) on a U.S. dollar-denominated cash award, in each case, that has no less than equivalent economic value as immediately prior to the change in control. Where such unvested equity awards are so continued, assumed, substituted or replaced, the restricted stock units will remain outstanding subject to their terms, with the performance measures associated with the performance-based restricted stock units scored based on the level of performance achieved during the period beginning on the first day of the performance period and ending on the latest practicable date prior to the change in control and, regardless of whether time-based or performance-based, such restricted stock units will otherwise remain subject to the accelerated vesting provisions upon a Qualifying Termination or termination of employment by reason of death or disability. For purposes of this table, it is assumed that the Company undergoes a change in control on December 31, 2025 and the NEOs undergo a Qualifying Termination in connection therewith. (5) If any portion of the payments or benefits provided to the NEOs in connection with a change in control becomes subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reduction would result in a greater after-tax benefit to Messrs. Deneke, Mault and Johnston, respectively. Receipt of these separation payments and benefits are subject to the execution of a release of claims, compliance with restrictive covenant provisions and the payment timing and terms, as applicable, as described in “Compensation Discussion and Analysis — Employment Agreements.”
CEO Pay Ratio
CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees for our last completed fiscal year. For 2025, we determined our median employee by ranking our employees (other than the CEO) employed as of December 31, 2025 (the “determination date”) by the sum of each employee’s annualized base salary, his or her actual cash bonus received in 2025 for 2024 performance, and his or her actual overtime pay received in 2025. In annualizing each employee’s base salary, we used each employee’s base salary rate as of the determination date. We made no full-time equivalent adjustment for any employee, we had no temporary or seasonal workers as of the determination date, and we made no cost-of-living adjustments. The annual total compensation of our median employee (other than the CEO) for 2025 was $136,312, inclusive of 401(k) matching contributions, insurance benefits and an annual bonus payment. To determine the annual total compensation of our CEO for purposes of this disclosure, we chose the person who was serving as CEO as of the determination date and used the total compensation he received in 2025 as set forth in the Summary Compensation Table above. Accordingly, for purposes of this disclosure, we determined that the CEO’s annual total compensation for 2025 was $5,970,824. Based on the foregoing, we calculated the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees to be 43.8 to 1. Given the different methodologies that various public companies will use to determine an estimated pay ratio, our estimated pay ratio should not be used as a basis for comparison with ratios disclosed by other companies.
Pay Versus Performance
Pay Versus Performance SEC regulations require us to disclose the following information about the relationship between executive compensation paid for our CEO (“PEO” in the following tables) and the average paid for our other NEOs and the Company’s financial performance.
Pay Versus Performance
| | PEO Pay(1) | | Other Non-PEO Pay(1) | | | | | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return(5) | Net Income $000s(6) | Adjusted EBITDA (millions) (7) | | 2025 | $5,970,824 | $708,078 | $2,144,083 | $527,998 | $214 | $310 | $2,953 | $242.6 | | 2024 | $6,963,993 | $14,341,939 | $2,443,718 | $4,753,138 | $302 | $303 | $(113,175) | $204.6 | | 2023 | $5,080,645 | $5,301,255 | $1,757,875 | $1,830,685 | $143 | $207 | $(63,094) | $266.8 | | 2022 | $3,832,166 | $2,893,624 | $1,902,164 | $1,711,602 | $134 | $178 | $(123,461) | $212.3 | | 2021 | $3,561,830 | $5,588,991 | $1,593,430 | $2,003,903 | $178 | $137 | $(19,949) | $238.4 |
Pay Versus Performance
(1) Our Chief Executive Officer for each of the fiscal years indicated was Mr. Deneke. Our Named Executive Officers other than our Chief Executive Officer (“Other NEOs”) were, (i) for 2025, 2024, and 2023, Messrs. Mault and Johnston, (ii) for 2022, Messrs. Mault, Johnston and Marc Stratton, our former Chief Financial Officer and (iii) for 2021, Messrs. Johnston and Stratton. (2) Reflects, for Mr. Deneke, the total compensation reported in the Summary Compensation Table and for the Other NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to Mr. Deneke and the Other NEOs in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K. For 2025, such amounts were determined as follows:
Pay Versus Performance
| | As Reported in Summary Compensation Table(a) | | Equity Award Adjustments(b) | | | | | Year | Total | Equity Awards | Fair Value as of the End of the Fiscal Year of Awards Granted During the Fiscal Year That Remain Outstanding as of the End of the Fiscal Year(c) | Change in Fair Value as of the last Day of the Fiscal Year of Awards Granted in Prior Years That Remain Outstanding as of the End of the Fiscal Year(d) | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years That Vest During the Fiscal Year(e) | Total Compensation “Actually Paid” | | 2025 | $5,970,824 | $(4,103,760) | $2,316,242 | $(3,583,067) | $107,839 | $708,078 | | 2025 | $2,144,083 | $(1,220,813) | $689,051 | $(1,118,988) | $34,665 | $527,998 |
Pay Versus Performance
____________ (a) Reflects, for Mr. Deneke, the applicable amounts reported in the “Summary Compensation Table Total for PEO” column in the table above and the “Equity Awards” column in the Summary Compensation Table, and for the other NEOs, the amounts reported in the “Average Summary Compensation Table Total for Non-PEO NEOs” column in the table above and the average of the amounts reported in the “Equity Awards” column in the Summary Compensation Table, in each case, for 2025. (b) The adjustments made to the fair value of the LTIP awards do not include the fair value of equity awards received in lieu of the cash retention component of the LTIP awards in connection with the cash-to-phantom program. (c) Reflects either (i) the fair value, with respect to Mr. Deneke, or (ii) the average of the fair value, with respect to the Other NEOs, in each case as of December 31, 2025 of awards granted in 2025 that remained outstanding and unvested (in whole or in part) as of December 31, 2025. (d) Reflects either (i) the change in fair value, with respect to Mr. Deneke, or (ii) the average of the change in fair value, with respect to the Other NEOs, in each case from December 31, 2024 to December 31, 2025 of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of December 31, 2025. (e) Reflects either (i) the change in fair value, with respect to Mr. Deneke, or (ii) the average of the change in fair value, with respect to the Other NEOs, in each case from December 31, 2024 to the day awards became vested in 2025, when such awards were granted in fiscal year prior to 2025. (4) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock from December 31, 2021 through December 31 of each covered fiscal year. (5) The peer group for purposes of this table is the same peer group we use for our performance graph included in our Form 10-K, except that (i) DT Midstream, Inc. was excluded for 2021 as it was not publicly traded during the applicable period, (ii) Excelerate Energy, Inc. and Kinetik Holdings Inc. were excluded from 2021 and 2022, as they were not publicly traded during the applicable periods and (iii) Kodiak Gas Services, Inc. was excluded from 2021, 2022 and 2023 as it was not publicly traded during the applicable periods. (6) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. (7) Adjusted EBITDA is a non-GAAP financial measure and is a supplemental financial measure used by management in evaluating our financial performance. Please see “Non-GAAP Financial Measure — Adjusted EBITDA” included as Appendix A to this proxy statement for an explanation of how Adjusted EBITDA is calculated and why we use Adjusted EBITDA. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In 2025, under the director compensation plan, the independent directors, which included Messrs. Cleary, Jacobe, McNally, Oates and Peters and Ms. Woung-Chapman, each received the following compensation for their service on the Board for fiscal year 2025: • an annual cash retainer of $100,000; and • an annual award of shares of common stock of Summit, with a target grant date value of $115,000 and which, for 2025, equaled 3,062 shares of common stock. In addition, under the director compensation plan, independent directors receive the following for their respective service on the committees of the Board: • the Lead Director receives an additional annual retainer of $20,000; • the chair of the Audit Committee receives an additional annual retainer of $20,000; • the chair of the Nominating, Governance and Sustainability Committee receives an additional annual retainer of $15,000; • the chair of the Compensation Committee receives an additional annual retainer of $15,000; and • the chair of the Finance and Corporate Strategy Committee, which was formed in 2025, receives a pro rata portion of an additional annual retainer of $15,000. Mr. Deneke did not receive any additional compensation for his role as a director in 2025. The Company reimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities. The following table shows the compensation paid, including amounts deferred, under the Company’s director compensation plan in 2025.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | Stock award ($)(1)(2) | Total ($) | | James J. Cleary | 120,000 | 114,641 | 234,641 | | J. Heath Deneke | — | — | — | | Lee Jacobe | 115,000 | 114,641 | 229,641 | | Robert J. McNally | 107,000(3) | 114,641 | 221,641 | | Rommel M. Oates | 100,000 | 114,641 | 214,641 | | Jerry L. Peters | 120,000 | 114,641 | 234,641 | | Marguerite Woung-Chapman | 115,000 | 114,641 | 229,641 |
DIRECTOR COMPENSATION
____________ (1) Each director was granted 3,062 shares of Summit common stock in 2025, and the amount shown represents the grant date fair value of the shares of common stock as determined in accordance with FASB ASC Topic 718 and GAAP. These awards were fully vested on the grant date and, as a result, none of our non-employee directors held outstanding equity awards under the SMC LTIP at December 31, 2025. (2) The Compensation Committee recommended, and the Board approved, $115,000 in shares of common stock to be awarded under the SMC LTIP. The number of shares of common stock awarded to each independent director was 3,062 based on a per unit volume-weighted average price of $37.56 for the three trading days ending on and including March 14, 2025. The LTIP award value provided in this column was calculated based on the March 14, 2025 grant date closing price of $37.44 per share. (3) Includes a prorated amount of the annual chair fees for a partial year since establishment of the Finance and Corporate Strategy Committee on July 30, 2025.