DEF 14A: DT Midstream Announces 2024 Annual Meeting of Stockholders and Proxy Statement

DT Midstream's 2024 Annual Meeting of Stockholders will be held virtually on May 10, 2024, to elect directors, ratify the appointment of PwC as the independent accounting firm, and approve executive compensation.

Summary

• DT Midstream will hold its 2024 Annual Meeting of Stockholders virtually on May 10, 2024.
• Stockholders will vote on the election of seven directors, the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and the approval of the compensation of the Company's Named Executive Officers.
• The Board of Directors recommends voting for all director nominees, for the ratification of PwC, and for the approval of executive compensation.
• The record date for determining stockholders eligible to vote at the Annual Meeting was March 13, 2024.
• In 2023, DT Midstream deployed approximately $700 million in capital growth projects, completed Phases 1 and 2 of the Haynesville System expansion (LEAP) ahead of schedule, executed a commercial agreement and completed construction of a new gathering trunkline for the Ohio Utica Gathering, and advanced the carbon capture and sequestration project in Louisiana through filing the Class V test well permit application with the Louisiana Department of Natural Resources.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a slightly positive tone due to the mention of achievements in 2023 and commitment to long-term value creation.

Positives

• The company is committed to sound corporate governance and ethical operations.
• The Board has a diverse range of experience and backgrounds.
• The company has a clawback policy to recover incentive-based compensation in the event of an accounting restatement.
• The company prohibits hedging and pledging of company securities by officers and directors.
• DT Midstream deployed approximately $700 million in capital growth projects in 2023.
• The company completed Phases 1 and 2 of the Haynesville System expansion (LEAP) ahead of schedule.

Risks

• The Tax Matters Agreement imposes restrictions on the company that may limit its ability to pursue strategic transactions.
• Robert Skaggs, Jr., a member of our Board of Directors, also serves on the DTE Energy Board and may be required to recuse himself from deliberations relating to these arrangements and other arrangements between us and DTE Energy in the future, due to potential conflicts of interest.

Future Outlook

The company aims to create long-term value for stockholders by operating ethically and responsibly.

Management Comments

• David Slater, President and CEO, expressed appreciation for stockholders' continued support.
• The O&C Committee values the opinions of all of our stockholders and will take into account the outcome of the vote when considering future executive compensation arrangements.

Industry Context

The document provides insight into DT Midstream's governance, executive compensation, and relationships with related parties, which are important considerations for investors in the midstream energy sector.

Comparison to Industry Standards

• The executive compensation peer group includes companies like Antero Midstream Corporation, Magellan Midstream Partners, LP, and The Williams Companies, Inc., suggesting DT Midstream benchmarks against similar-sized oil and gas storage and transportation companies.
• The long-term incentive plan peer group includes companies like MPLX, LP, ONEOK, Inc., and TC Energy Corporation, suggesting DT Midstream benchmarks against similar-sized midstream energy companies.
• The company's stock ownership guidelines for executives are in line with industry standards, requiring executives to hold a multiple of their base salary in company stock.
• The company's clawback policy is in line with industry standards, allowing the company to recover incentive-based compensation in the event of an accounting restatement.

Management Changes

Corporate Governance

Related Party Transactions

• DT Midstream has various agreements with DTE Energy, including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, and Employee Matters Agreement.
• Robert Skaggs, Jr., a member of our Board of Directors, also serves on the DTE Energy Board and may be required to recuse himself from deliberations relating to these arrangements and other arrangements between us and DTE Energy in the future, due to potential conflicts of interest.

Stakeholder Impact

• The proxy statement provides stockholders with important information to make informed decisions regarding the election of directors, ratification of the independent auditor, and approval of executive compensation.
• The company's commitment to sound corporate governance and ethical operations benefits all stakeholders.
• The company's performance and strategic decisions impact employees, customers, and suppliers.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 10, 2024.
• The O&C Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Executive Compensation, PricewaterhouseCoopers, Corporate Governance, DT Midstream