DT Midstream, Inc DEF 14A, filed Mar 23, 2023

About this DEF 14A

DT Midstream, Inc. (DTM)

DEF 14A 2023-03-23

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Added on June 13, 2026

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DT Midstream, Inc filed this DEF 14A on March 23, 2023.

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☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

	•			To elect two Class II directors from the nominees described in the proxy statement;
	•			To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year ending December 31, 2023;
	•			To approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers; and
	•			To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

	General Information			1
	The Annual Meeting			1
	Voting Rights			1
	Items of Business			1
	Voting Recommendation of the Board			2
	How to Vote			2
	Revoking a Proxy			2
	Solicitation			3
	Votes Required			3
	Quorum			3

	Board of Directors			4
	Our Board of Directors			5
	Board Meeting Quorum Requirements			10
	Director Independence and Categorical Standards			10
	Executive Sessions			11
	Compensation Committee Interlocks and Insider Participation			11
	Committees of the Board			11
	Director Compensation			14
	Director Compensation Table for 2022			14

	Corporate Governance			15
	Our Commitment to Sound Corporate Governance			15
	Criteria for Board Membership			15
	Board Leadership Structure			16
	Assessment of Board and Committee Performance			16
	Terms of Office			16
	Board Risk Oversight Functions			17
	Procedures for Approval of Related Persons Transactions			17
	Communications with the Board			18
	Anti-Hedging and Anti-Pledging Policies			18
	Delinquent Section 16(a) Reports			18

	PROPOSAL 1 — Election of Directors			19
	Vote Required			19

	PROPOSAL 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			20
	Vote Required			21

	Audit Committee Report			22

	PROPOSAL 3 — Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers			23

	Management			24
	Executive Officers			24

	Executive Compensation			26
	Compensation Discussion and Analysis (“CD&A”)			26
	Executive Summary			26
	Pay for Performance Alignment			27
	What We Do and What We Don’t Do			28
	Role of the Organization and Compensation Committee			28
	Independent Review of Compensation Program			29
	Management’s Role			29
	Compensation and Peer Group Assessment			29
	Key Components of Executive Compensation			30
	Post-Termination Agreements			34
	Stock Ownership Policy			34
	Compensation Clawback Policy			35
	Internal Revenue Code Considerations			35
	Compensation Committee Report			35
	Summary Compensation Table			36
	Grants of Plan-Based Awards			38
	Outstanding Equity Awards at Fiscal Year-End			39
	Stock Awards Vested			40
	Pay Versus Performance			41
	Post-Employment Benefits			44
	Potential Payments Upon Termination of Employment			45
	Chief Executive Officer Pay Ratio			48

	Security Ownership of Certain Beneficial Owners and Management			49
	Security Ownership of Certain Beneficial Owners			50

	Certain Relationships and Related Party Transactions			51
	Agreements with DTE Energy			51
	Related Party Transactions			54

	Stockholder Proposals for the 2024 Annual Meeting of Stockholders			55

	Householding			55

	Annual Report on Form 10-K			55

	Other Matters			56


David Slater President and Chief Executive Officer			Stephen Baker Lead Independent Director

	Proposal 1:			To elect two Class II directors from the nominees described in this proxy statement;
	Proposal 2:			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31, 2023; and
	Proposal 3:			To approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers.

Name	Age	Position(s)	Classification (Term Expiration)
Robert Skaggs, Jr.	68	Director and Executive Chairman	Class I (2024)
David Slater	57	Director, President and Chief Executive Officer	Class I (2024)
Peter Tumminello	60	Director	Class II (2023)
Dwayne Wilson	64	Director	Class II (2023)
Stephen Baker	59	Director	Class III (2024)
Angela Archon	62	Director	Class III (2024)
Elaine Pickle	58	Director	Class III (2024)


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


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


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


Dwayne Wilson
			Mr. Wilson became a director of our Company on June 16, 2021. Mr. Wilson has over 37 years of experience in the engineering, procurement and construction industry. Mr. Wilson also currently sits on the boards of Crown Holdings, Inc., a leading global supplier of packaging products, Sterling Construction Company, Inc., a publicly traded heavy civil construction company, and Ingredion, Inc., a leading global ingredients solutions company, where he previously chaired the compensation committee. From 2017 to 2020, he served on the board of AK Steel Holding Corporation, a leading producer of flat-rolled carbon, stainless and electrical steel products and carbon and stainless tubular products, where he served on the public and environmental affairs committee, as well as the nominating and corporate governance committee.
			Previously, Mr. Wilson was senior vice president of Fluor Corporation, a publicly traded multinational engineering and construction firm, serving in the role from 2014 to 2016. From 1980 until 2011, he served in roles of increasing executive responsibility with Fluor Corporation, including as group president of industrial & infrastructure, president of mining and metals, president of commercial & institutional and vice president of manufacturing and life sciences. From 2011 until 2014, he served as president and chief executive officer of Savannah River Nuclear Solutions, a joint venture between Fluor Corporation, Honeywell International Inc. and Newport News Nuclear, Inc. Mr. Wilson earned a Bachelor of Science degree in civil engineering from Loyola Marymount University.
			We believe that Mr. Wilson’s business, operational and management expertise, including his specific experience as a senior executive of a publicly traded company, and over 10 years of public company board experience provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream.


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


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


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

	Cash Compensation
	Cash retainer			$80,000 annually
	Committee chair retainer			$20,000 annually for Audit Committee Chair and Lead Independent Director; $15,000 annually for O&C Committee Chair; and $10,000 annually for each of the Corporate Governance Committee Chair, Finance Committee Chair and ESG Committee Chair
	Equity Compensation
	Upon election to the initial Board			A variable number of restricted stock units of DT Midstream common stock valued at $100,000, subject to a 4-year vesting period
	Annual equity compensation			A variable number of restricted stock units of DT Midstream valued at $100,000 annually deferred for one year or until retirement, whichever is elected by the director

Name⁽¹⁾	Fees Earned or Paid in Cash	Stock Awards⁽²⁾	Total
Stephen Baker	$90,000	$100,000	$190,000
Wright Lassiter III⁽³⁾	$110,000	$100,000	$210,000
Elaine Pickle	$100,000	$100,000	$200,000
Peter Tumminello	$90,000	$100,000	$190,000
Dwayne Wilson	$95,000	$100,000	$195,000

	Board Committee			Areas of Risk Oversight
	Audit Committee			Overall review of risk issues, policies and controls associated with our overall financial reporting and disclosure process and legal and regulatory compliance, and review policies on risk control assessment and accounting risk exposure.
	Organization and Compensation Committee			Assess and discuss with the Board the relationship between the inherent risks in executive compensation plans, executive compensation arrangements and executive performance goals and payouts, and how the level of risk corresponds to DT Midstream’s business strategies.
	Corporate Governance Committee			Review risks associated with DT Midstream’s governance practices and the interaction of DT Midstream’s governance with enterprise risk-level management.
	Finance Committee			Review of financial, capital, credit and insurance risk.
	Environmental, Social and Governance Committee			Review DT Midstream’s risk exposures as they relate to ESG matters and the management of those risks.

	By telephone: (855) 222-0671			By mail: For auditing, accounting or internal control matters: DT Midstream, Inc. Audit Committee 500 Woodward, Suite 2900 Detroit, Michigan 48226			By mail: For business ethics issues: DT Midstream, Inc. Ethics and Compliance Office 500 Woodward, Suite 2900 Detroit, Michigan 48226
	By Internet: www.lighthouse-services. com/dtmidstream

For the Year Ended December 31,	2022	2021
Audit fees	$1,544,897	1,038,000
Audit-related fees	—	180,000
Tax fees	95,000	—
All other fees⁽¹⁾	3,074	2,954
Total	$1,642,971	$1,220,954

	Members of the Audit Committee
	Elaine Pickle (Chairperson)			Stephen Baker			Dwayne Wilson

Name	Age	Position with DT Midstream
Robert Skaggs, Jr.	68	Executive Chairman*
David Slater	57	President and Chief Executive Officer*
Wendy Ellis	58	Executive Vice President, General Counsel and Corporate Secretary
Jeffrey Jewell	55	Executive Vice President and Chief Financial Officer
Christopher Zona	51	Executive Vice President and Chief Operating Officer
Melissa Cox	53	Senior Vice President of Administration

Wendy Ellis			Ms. Ellis has served as our Executive Vice President, General Counsel and Corporate Secretary since the Spin-Off. She has over 25 years of experience in the energy industry, where she served in various legal and general counsel capacities. In 2020, Ms. Ellis was appointed executive director and general counsel for the DTE Energy Midstream Business, and, from 2019 to the Spin-Off, she served as executive director and general counsel for DTE Energy’s power and industrial businesses. Ms. Ellis also served as executive director and general counsel for DTE Electric Company, a wholly owned subsidiary of DTE Energy, from 2016 to 2019. From 2009 to 2016, Ms. Ellis was director and general counsel of DTE Gas Company, a wholly owned subsidiary of DTE Energy, and the DTE Energy Midstream Business with responsibility for all legal matters relating to commercial contracts and transactions at DTE Energy. After joining DTE Energy in 1994, at various times, she has also had responsibility for the company’s litigation, employment and labor practice groups as an expert attorney, legal director and associate general counsel.
			Prior to joining DTE Energy, Ms. Ellis practiced at the Detroit law firm of Clark, Klein and Beaumont, P.L.C. (now Clark Hill PLC). Ms. Ellis is a member of the board of trustees of Crossroads of Michigan, a social service outreach agency located in Detroit. Ms. Ellis received a Bachelor of Arts degree in business management from Olivet College and a Juris Doctor degree from Northwestern University School of Law.


Jeffrey Jewell			Mr. Jewell has served as our Executive Vice President and Chief Financial Officer since the Spin-Off. He has over 25 years of experience in the energy industry, where he has worked in financial, accounting and risk management roles. Prior to the Spin-Off, Mr. Jewell was vice president, treasurer and chief risk officer for DTE Energy, a role that he held since 2019. He served as vice president and controller from 2014 to 2019, and as chief accounting officer from 2018 to 2019, for DTE Energy.
Jeffrey Jewell			Prior to joining DTE Energy, Mr. Jewell held various financial and risk management leadership positions with Ernst & Young U.S. LLP, Koch Industries, Inc. and Duke Energy Corporation. Mr. Jewell is also a retired Captain of the United States Army Reserves. Mr. Jewell is a board member of the Michigan Crohn’s and Colitis Foundation, and is on the advisory board of the University of Michigan-Dearborn College of Business. Mr. Jewell earned a Bachelor of Business Administration degree in accounting and a Bachelor of Science degree in agricultural economics from Texas A&M University and a Master of Finance degree from the University of Michigan-Dearborn.


Christopher Zona			Mr. Zona has served as Executive Vice President and Chief Operating Officer since the Spin-Off. He has over 29 years of experience in the energy industry, where he has worked in operational, engineering, construction and business development roles. Beginning in 2019, Mr. Zona served as the executive vice president of the DTE Energy Midstream Business. Mr. Zona has played key roles in the acquisition of the Appalachia Gathering System’s and Stonewall Gas Gathering Lateral Pipeline’s assets, bringing the NEXUS Gas Pipeline into service, development and execution of the Bluestone Lateral Gathering Pipeline and Susquehanna Gathering System businesses, expansion of the Washington 10 Storage Complex and completing the DTE Energy Midstream Business’ first solo FERC project with the Birdsboro Pipeline.
			After joining DTE Energy in 2006, Mr. Zona has held positions of increasing responsibility, scope and breadth in the business development and project development of the DTE Energy Midstream Business. He started as manager of business development from 2006 to 2008 and was subsequently promoted to director of business development from 2008 to 2014. Mr. Zona was then promoted to vice president, planning, engineering and business development in 2014, and then to senior vice president, project development in 2016.
			Prior to joining DTE Energy, Mr. Zona held various engineering, planning, construction and operations management positions for ANR Pipeline Company and SEMCO Energy Gas Company relating to gathering, transmission and storage operations. Mr. Zona earned a Bachelor of Science degree in chemical engineering from the University of Detroit.

	Elements of Compensation			How this Element Serves the Company’s Objectives
	Base Salary			Provides a stable, fixed source of income that reflects an executive’s job responsibilities, experience, value to the Company and demonstrated performance. The Company generally references median base salaries for our executive compensation peer group, taking into account differences in company size within the executive compensation peer group.
	Annual Incentives			Intended to compensate individuals yearly based on the achievement of specific near-term, annual goals, which are established at the beginning of each year and approved by the O&C Committee. The Board and management have identified several priority areas that management and the Board discuss regularly when reviewing Company performance. Our performance measures for annual incentive awards are the measurements that the Board uses to track progress in these key priority areas. Achievement of these performance objectives is a critical measure of the Company’s progress towards its goal of providing a comprehensive set of high-performing midstream pipeline, storage and gathering assets to our customers.
	Long-Term Incentives			Used to align executive actions with long-term management and stockholder objectives, providing rewards consistent with the creation of stockholder value. Our plan is also designed to help retain executives over time and ensure they have a strong sense of ownership in the Company.

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

Category	Weight	Measures	Sub- Measure Weight	Threshold	Target	Maximum	Result	Payout	Weighted Average Payout
Financial Performance	60%	Adjusted EBITDA⁽¹⁾	60%	$770*	$790*	$810*	$830*	200.00%	120.00%
Business Development	15%	Business Development	15%	See below				187.73%	28.16%
Operating Excellence	15%	Operating Performance	10%	See below				104.50%	10.45%
Operating Excellence	15%	Systems Reliability	5%	97.5	98.5	99.0	99.0	200.00%	10.00%
Environmental, Social and Governance	10%	ESG Initiatives	5%	See below				100.00%	5.00%
Environmental, Social and Governance	10%	OSHA Recordable Incident Rate	5%	1.44	0.92	0.21	0.66	136.6%	6.83%
Total									180.44%

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

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

	Position			Ownership Guideline as a Multiple of Base Salary
	President and Chief Executive Officer			5x
	Executive Vice President and Chief Financial Officer			3x
	Executive Vice President and Chief Operating Officer			3x
	Executive Vice President, General Counsel and Corporate Secretary			3x
	Executive Vice President and Chief Administrative Officer			3x
	Senior Vice President of Administration			3x

	Members of the Organization and Compensation Committee
	Dwayne Wilson, Chairperson			Angela Archon			Peter Tumminello

Name and Principal Position	Year	Salary ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
David Slater President and Chief Executive Officer	2022	676,923	4,279,910	1,578,850	—	288,699	6,824,382
	2021	518,977	4,499,533	1,241,604	127,776	106,064	6,493,954
	2020	434,615	646,555	517,600	174,957	125,348	1,899,075
Jeffrey Jewell Executive Vice President and Chief Financial Officer	2022	460,769	1,149,458	763,261	—	172,746	2,546,234
	2021	404,638	3,686,558	711,853	192,651	74,551	5,070,251
	2020	373,462	1,210,955	264,000	243,355	54,507	2,146,279
Christopher Zona Executive Vice President and Chief Operating Officer	2022	459,615	1,149,458	763,261	—	131,142	2,503,476
	2021	380,231	2,177,582	615,629	38,930	77,288	3,289,660
Wendy Ellis Executive Vice President, General Counsel and Corporate Secretary	2022	383,077	753,053	457,415	—	112,407	1,705,952
	2021	340,939	1,253,721	372,481	97,369	80,893	2,145,403
Melissa Cox Senior Vice President of Administration	2022	296,462	306,504	276,073	—	33,431	912,470
Richard Redmond, Jr. Retired Executive Vice President and Chief Administrative Officer	2022	132,308	515,361	173,118	—	499,499	1,320,556
	2021	380,231	603,296	615,329	124,859	63,207	1,786,922
	2020	331,539	527,800	337,800	175,322	91,243	1,463,704

	Name			2022 Deferred Amount (DTM Supplemental Savings Plan) ($)
	David Slater			27,154
	Jeffrey Jewell			18,962
	Christopher Zona			9,861
	Wendy Ellis			51,000
	Melissa Cox			2,646
	Richard Redmond, Jr.			—

Name	Company Matching Contributions to the DTM 401(k) Plan ($)*	Company Matching Contributions to the DTM Supplemental Savings Plans ($)^,*	Additional Benefits ($)***	Total ($)
David Slater	40,462	42,000	206,237	288,699
Jeffrey Jewell	42,746	11,569	118,431	172,746
Christopher Zona	38,854	16,169	76,119	131,142
Wendy Ellis	28,185	14,815	69,407	112,407
Melissa Cox	32,077	785	569	33,431
Richard Redmond, Jr.	15,859	0	483,640	499,499