Proxy Statement (Form DEF 14A)

SECURITIES AND EXCHANGE COMMISSION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

500 Woodward Ave, Suite 2900

Detroit, Michigan 48226-1279

Dear Stockholder:

You are invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of DT Midstream, Inc. ("DT Midstream", the "Company", "DTM", "we" or "our"), which will be held on May 6, 2025 at 10:00 a.m., EasteTime as a virtual meeting. You will be able to attend the meeting, vote and submit your questions via the Internet by visiting www.proxyvote.com and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting in person.

We are proud of our achievements in 2024, which include:

Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone or mail.

On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

Notice of Annual Meeting of Stockholders of DT Midstream, Inc.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/DTM2025 and entering the control number included on your proxy card.

Items of Business:

Record Date:

The Board of Directors set March 12, 2025 as the record date for the Annual Meeting (the "Record Date"). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

Voting:

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2024 and the 2025 Proxy Statement are available free of charge at:www.proxyvote.com.

By order of the Board of Directors,

 

Executive Vice President, General Counsel and Corporate Secretary

You may contact the Company's proxy solicitor for additional information at:

333 Ludlow Street, 5^th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: DTM.info@investor.sodali.com

Table of Contents

GENERAL INFORMATION

The Annual Meeting

The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of DT Midstream, Inc. ("DT Midstream," "DTM", the "Company," "we," "us" and "our") will take place on May 6, 2025 at 10:00 a.m., EasteTime.

The Annual Meeting will be a completely virtual meeting of stockholders held solely through an audio webcast live over the Internet. There will be no physical meeting location. The Board believes that holding the Annual Meeting in a virtual format provides convenient access for all of our stockholders to attend with fewer logistical issues and less expense than an in-person meeting, supporting an efficient use of the Company's resources. Please go to www.virtualshareholdermeeting.com/DTM2025 for instructions on how to attend and participate in the Annual Meeting. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Stockholders as of the Record Date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m., EasteTime, on May 6, 2025. We encourage you to access the Annual Meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Voting Rights

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered the "stockholder of record," with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares.As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

Only holders of the Company's common stock as recorded in our stock register at the close of business on March 12, 2025, may vote at the Annual Meeting. On March 12, 2025, there were 101,590,686 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

Items of Business and Voting Recommendation of the Board

Board Proposals

Stockholder Proposal

The Company's Board of Directors ("Board of Directors" or the "Board") knows of no additional matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

How to Vote

For Proposal 1, you may vote "For All", "Withhold All", "For All Except" or abstain from voting with respect to each nominee to the Board. For each of Proposal 2, Proposal 3, Proposal 4 and Proposal 5, you may vote "For", "Against" or abstain from voting.

If you are a stockholder of record as of the Record Date, you may vote during the Annual Meeting by (i) attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/DTM2025 and following the instructions, or (ii) by proxy (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903 or (z) by signing, dating and returning the proxy card in the enclosed envelope. Whichever method you use, giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representatives named in the proxy card will vote your shares in favor of the director nominees identified in this proxy statement for Proposal 1, in favor of

Revoking a Proxy

A stockholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet or by delivering to the Corporate Secretary of the Company a revocation of the proxy in writing so that it is received by the Company at 500 Woodward Ave, Suite 2900, Detroit, Michigan 48226-1279 prior to the Annual Meeting.

A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

Solicitation

These proxy materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to stockholders on or about March 27, 2025. We have engaged Sodali & Co., which we refer to as "Sodali", to assist in the solicitation of proxies for the Annual Meeting. We have agreed to pay Sodali a fee of $14,000. We will also reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Votes Required

The vote required for Proposal 1 for the election of directors by stockholders shall be the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative 'for' votes will be elected. Abstentions and "broker non-votes" (as defined below) will not count as votes either 'for' or 'against' a nominee.

Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the Company's shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposal 2, an abstention will have the same effect as a vote against the proposal because an abstention represents a share considered present and entitled to vote.

Approval of Proposal 3 requires the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of the Company's common stock entitled to vote generally in the election of directors. For Proposal 3, an abstention will

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means that the holders of a majority of the voting power of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting, present or represented by proxy, shall constitute a quorum at the Annual Meeting. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

BOARD OF DIRECTORS

 

 

 

Our Board of Directors

The following sets forth certain information, as of March 12, 2025, for each of our directors. Each person named below became a director of the Company on July 1, 2021, the date DT Midstream was separated from DTE Energy Company ("DTE Energy") in a spin-off (the "Spin-Off") and began operations as a stand-alone publicly traded company with the exception of David Slater who became a director of the Company on June 3, 2021, Dwayne Wilson who became a director of the Company on June 16, 2021 and Angela Archon who became a director of the Company on March 7, 2023. Each of our directors is a nominee for election as a director at this Annual Meeting.

Board Meeting Quorum Requirements

Our Amended and Restated Bylaws (the "Bylaws") provide that a majority of the directors constituting the Board shall constitute a quorum for the transaction of business.

The Board met eight times in 2024. No director attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings of all committees on which each such director served that were held during the period in which such director served.

We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. All of our directors attended the annual meeting in 2024.

Director Independence and Categorical Standards

As a matter of policy and in accordance with the New York Stock Exchange (the "NYSE") listing standards, the Board should consist of a majority of independent directors. The Board must affirmatively determine that a director has no material relationship with DT Midstream, either directly or indirectly, or as a partner, stockholder or officer of an organization that has a relationship with DT Midstream. The Board has established the following categorical standards for director independence, which are more stringent than the NYSE independence standards:

A director for whom any of the following is true will not be considered independent:

The Board has affirmatively determined, after applying these standards and considering all relevant facts and circumstances, that all of our directors other than Robert Skaggs, Jr. and David Slater qualify as independent and have no material relationship with DT Midstream. The independent directors are Angela Archon, Stephen Baker, Elaine Pickle, Peter Tumminello and Dwayne Wilson. Robert Skaggs, Jr. and David Slater are not independent directors and may be deemed to be affiliates of DT Midstream under the categorical standards. Robert Skaggs, Jr. is not considered independent due to his previous employment with the Company in the past three years. David Slater is not considered independent due to his role as President and Chief Executive Officer of DT Midstream. No material relationships exist that the Board was required to consider when determining the independence of the directors other than Robert Skaggs, Jr. and David Slater.

Executive Sessions

Independent directors meet in executive session in which independent directors meet without the presence or participation of management at most regular Board meetings and meet in executive session at other times whenever they believe it is appropriate. Stephen Baker as the Lead Independent Director chairs the executive sessions of the independent directors.

Compensation Committee Interlocks and Insider Participation

No member of our O&C Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the compensation committee (or other Board committee performing similar functions or, in the absence of any such committee, the entire Board) of another entity, any of whose executive officers served on the O&C Committee of DT Midstream.

Director Continuing Education and Orientation

Our Governance Guidelines establish recommendations for director education. All new members of the Board are encouraged to participate in the Company's orientation program for directors, which includes training on the Company's structure, business policies, financial reporting and key regulatory issues. The Corporate Governance Committee evaluates the background of each new director and may, if it deems appropriate, request that the new director attend at least one director education program within one year after the date of their election. New directors also conduct visits to some of the Company's sites of operation and have meetings with key people at the Company, including management, to help facilitate the onboarding process. As of the Record Date, all of our directors have completed the Company's director orientation and education program. In addition, all directors are encouraged to participate in continuing education programs to enhance their skills, assist in fulfilling their responsibilities and stay current and knowledgeable about the business of the Company including through programs such as the National Association of Corporate Directors Directorship Certification Program and periodic trainings conducted by third-party experts.

Committees of the Board

Our Board has an Audit Committee, O&C Committee, Corporate Governance Committee, Finance Committee and Environmental, Social and Governance Committee ("ESG Committee"). The Board committees act in an advisory capacity to the full Board, except that the O&C Committee has direct responsibility for the Chief Executive Officer's goals, performance and compensation along with compensation of other executive officers, and the Audit Committee has direct responsibility for appointing, replacing, compensating and overseeing the independent registered public accounting firm. Our Board has adopted a written charter for each of the standing committees that clearly establishes the committees' respective roles and responsibilities, which is posted to our website at dtmidstream.com/company/governance. In addition, each committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board has determined that each member of the Audit, O&C and Corporate Governance Committees is independent under our categorical standards and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. The Board has determined that each member of the Audit Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to audit committee members. The Board has also determined that each member of the O&C Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to compensation committee members.

Audit Committee

Our Audit Committee consists of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Ms. Pickle serving as chair and as the audit committee financial expert. The Audit Committee met five times during 2024.

The Audit Committee was established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act." The responsibilities of our Audit Committee are more fully described in our Audit Committee charter. Among other duties, our Audit Committee:

The Audit Committee has at least three members and consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE and Rule 10A-3 under the Exchange Act and under our categorial standards. Each member of the Audit Committee is financially literate, and at least one member of the Audit Committee has accounting and related financial management expertise and satisfy the criteria to be an "audit committee financial expert" under the rules and regulations of the SEC, as those qualifications are interpreted by our Board in its business judgment.

Organization and Compensation Committee

Our O&C Committee consists of Ms. Archon, Ms. Pickle and Mr. Wilson, with Mr. Wilson serving as chair. The O&C Committee met six times during 2024.

The O&C Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE, Rule 10C-1 under the Exchange Act and under our categorical standards and are "non-employee directors" (within the meaning of Rule 16b-3 under the Exchange Act). The responsibilities of our O&C Committee are more fully described in our O&C Committee charter. Among other duties, our O&C Committee:

Corporate Governance Committee

Our Corporate Governance Committee consists of Ms. Archon, Mr. Baker and Mr. Wilson, with Ms. Archon serving as chair. The Corporate Governance Committee met four times during 2024.

The Corporate Governance Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE and under our categorical standards.

The responsibilities of our Corporate Governance Committee are more fully described in our Corporate Governance Committee charter. Among other duties, our Corporate Governance Committee:

Our Finance Committee consists of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Mr. Baker serving as chair. The Finance Committee met seven times during 2024.

The responsibilities of our Finance Committee are more fully described in our Finance Committee charter. Among other duties, our Finance Committee:

Our ESG Committee consists of Ms. Archon, Mr. Tumminello and Mr. Wilson, with Mr. Tumminello serving as chair. The ESG Committee met four times during 2024.

The responsibilities of our ESG Committee are more fully described in our ESG Committee charter. Among other duties, our ESG Committee:

Director Compensation

We have adopted a competitive compensation program for our non-employee directors to enable us to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our shares of common stock to further align their interests with those of our stockholders. Directors who are also employees of DT Midstream do not receive any additional compensation for their services as directors.

Our non-employee directors' annual compensation consists of the following cash and equity-based compensation components:

Director Compensation Table for 2024

The following table sets forth information concerning the compensation of the Company's non-employee directors who received compensation for 2024.

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

CORPORATE GOVERNANCE

Our Commitment to Sound Corporate Governance

At DT Midstream, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our stockholders. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight and oversight to advance the interests of DT Midstream and our stockholders. We strive to maintain sound governance standards, as reflected in our Governance Guidelines, Code of Business Conduct and Ethics, our systematic approach to risk management and our commitment to transparent financial reporting and strong internal controls.

The following documents are available on the Corporate Governance section of our website, dtmidstream.com/company/governance, where you can access information about corporate governance at DT Midstream:

The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings we make with the SEC.

DT Midstream recognizes that being innovative is necessary for our continued growth. We currently employ approximately 550 employees, all of whom are employed full-time, exclusive of our student inteprogram. This includes approximately 150 employees who joined DT Midstream to support DTM Interstate Transportation as part of the Company's acquisition of 100% of the equity interests of each of Guardian Pipeline, L.L.C., MidwesteGas Transmission Company and Viking Gas Transmission Company in December 2024 (the "Midwest Pipeline Acquisition"). All of our employees are in the U.S., with our headquarters in Detroit, Michigan and locations in Illinois, Indiana, Kentucky, Louisiana, Minnesota, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, West Virginia, and Wisconsin. None of our employees are covered by collective bargaining agreements. We believe that our employee relations are good.

Our human capital resources objectives center around employee engagement, fostering our culture, and leadership development, including training, which is focused on our Know, Support and Respect priorities discussed below. We maintain and grow our team using practices that help us identify, hire, incentivize and retain our existing employees. Our employees have access to mentoring and educational development opportunities, including leadership development programs for emerging leaders identified at various levels within our corporate structure. In conjunction with our Board's succession planning review described below under "The Board's Role in Strategy and Succession Planning", our executive leadership team meets annually with the O&C Committee to discuss executive leadership succession, including successor candidates and emerging leaders for management positions within the Company.

Health and Safety

The health and safety of people, including our employees, contractors, customers, and the communities we serve is our top priority. Our safety culture is maintained and strengthened by our safety team, which monitors events, compliance and training activities.

We monitor our safety performance with leading and lagging indicators, such as safety observations, near-misses and the OSHA recordable injury metrics.

Compensation and Benefits Description

Our human capital resources objectives also include recruiting, incentivizing, fostering belonging and retaining top talent. To achieve this, we offer all employees competitive compensation packages, annual and long-term incentive programs, defined contribution retirement savings plans and an employer contribution match, as well as paid time off, medical, dental, vision and other employee benefits. We review our compensation practices annually to ensure that pay is fair and internally equitable, and we believe our long-term incentive plan is important for our ability to attract, retain, motivate, and reward employees. For additional information on the metrics used in our incentive plans, see the section titled "Annual and Long-Term Incentives".

Criteria for Board Membership

We believe our Board should be comprised of directors who have had high-level executive experience, have been directors on other boards, or worked extensively with public company boards and have been tested through economic downturns and crises. Industry experience, regional relationships and a broad diversity of experience and backgrounds are also factors in Board nominee selection. Although we have not adopted a formal diversity policy, we value the diversity of our Board. The Board's Governance Guidelines reflect our belief that its membership should reflect a diversity of experience, gender, race, ethnicity and age, and we consider those factors in the identification and evaluation of candidates for Board membership.

The Corporate Governance Committee considers candidates who have been properly nominated by stockholders, as well as candidates who have been identified by Board members and DT Midstream personnel. In addition, the Corporate Governance Committee may use a search firm to assist in the search for candidates and nominees and to evaluate the nominees' skills against the Board's criteria. Potential candidates are reviewed and evaluated by the Corporate Governance Committee, and selected candidates go on to be interviewed by one or more Corporate Governance Committee members. An invitation to join the Board is extended by the Board itself, through the Chairman of the Board and the Chair of the Corporate Governance Committee.

Under our Bylaws, a group of up to 20 stockholders owning 3% or more of DT Midstream's outstanding common stock continuously for at least three years may nominate and include in our proxy materials a candidate for the Board, which we refer to as a "Stockholder Nominee", provided that the stockholder(s) and the Stockholder Nominee satisfy the requirements specified in our Bylaws. The total number of Stockholder Nominees that we must include in our proxy materials in a given year shall not exceed the greater of (i) two or (ii) 20% of the number of directors in office at the time of the nomination.

Board Leadership Structure

The Corporate Governance Committee routinely reviews our governance practices and board leadership structure.

Robert Skaggs, Jr. serves as the Chairman of the Board. Under our Governance Guidelines, the Board has designated Stephen Baker, a non-employee director, to serve as the Lead Independent Director when the Chairman is not independent.

Assessment of Board and Committee Performance

The Board evaluates its performance on an annual basis, the process of which is overseen by the Corporate Governance Committee. The evaluation is an assessment of the Board's contribution as a whole, as well as a review of specific areas where the Board and management believe that the Board can better contribute or can better utilize more effective operational practices. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. Each Board member performs an annual peer review of the other directors who have served one year or more. The results of the Board and committee self-assessments are discussed with the Board and each committee, respectively. The results of the individual peer review are reviewed by the Chair of the Corporate Governance Committee and discussed with the Corporate Governance Committee. The Chair of the Corporate Governance Committee discusses the results of the peer review with individual directors, as directed by the Corporate Governance Committee.

Additionally, the O&C Committee of the Board annually evaluates the performance of the Chief Executive Officer. The Chair of the O&C Committee discusses the results of such evaluation with the non-management directors in an executive session and communicates the results thereafter with the Chief Executive Officer. The evaluation is based on both objective and subjective criteria. Some of the factors upon which the Chief Executive Officer will be evaluated include corporate performance, development of management and the accomplishment of annual objectives and long-term strategic goals. The O&C Committee factors this evaluation when considering the compensation of the Chief Executive Officer.

Terms of Office

In accordance with our Certificate of Incorporation, each director is elected annually for a term of one year.

The Board has not established term limits for directors. We assure the independence and ongoing effectiveness of each independent director through the individualized peer assessment process described above, in which each Board member annually undergoes a rigorous evaluation by the other members. In addition, the Corporate Governance Committee of the Board has established policies that directors (other than current or retired chief executive officers of DT Midstream or our subsidiaries) shall not stand for election after attaining the age of 72 and directors who are current or retired chief executive officers of DT Midstream or our subsidiaries shall not stand for election after attaining the age of 70, in either case, unless the Board waives such age limit when circumstances exist which make it prudent to continue the service of the particular director. Except for the Chief Executive Officer and Executive Chairman, who may continue to serve as a director after retirement, any other employees who are also directors will not stand for re-election after retiring from employment with DT Midstream.

The Board's Role in Strategy and Succession Planning

The Board reviews the Company's financial performance on a regular basis at Board meetings and through regular updates from management. The Board also periodically reviews and assesses the Company's short and long-term strategy and performance, on both an absolute basis and in relation to the performance, practices and policies of its peers.

The Board also reviews the Company's succession planning, including succession planning in the case of the incapacitation, retirement or removal of the Chief Executive Officer. In that regard, the Chief Executive Officer keeps the Board and the O&C Committee informed of management's recommendations regarding succession plans, including through an annual report to the Board and O&C Committee on recommending and evaluating potential successors, along with a review of any development plans recommended for such individuals. The Chief Executive Officer provides to the Board, on a continuing basis, his recommendation as to a successor in the event of an unexpected emergency. The Corporate Secretary is the custodian of this confidential recommendation. The Board also reviews succession planning with respect to the Company's other key executive officers and ensures that directors have substantial opportunities to engage with successor candidates, including emerging leaders. The Board has access to external consultants, as needed.

Board Risk Oversight Functions

Each Board committee is responsible for overseeing and considering risk issues relating to their respective committee which includes the following:

All Board committees meet periodically with members of senior management to discuss the relevant risks and challenges facing DT Midstream. In addition to its regularly scheduled committee meetings, the Audit Committee meets with the Chief Financial Officer, the Chief Audit Executive and Chief Risk Officer and the independent registered public accounting firm in executive sessions at least semi-annually and meets with the General Counsel and the Chief Ethics and Compliance Officer at least annually in separate executive sessions. DT Midstream's Chief Audit Executive and Chief Risk Officer attends all Audit Committee meetings. The Chief Audit Executive and Chief Risk Officer and Chief Financial Officer meet annually with either the Audit Committee or the full Board to update the members on DT Midstream's enterprise-level risk management. The Chief Audit Executive and Chief Risk Officer and the Chief Financial Officer also periodically meet with the other Board committees and the full Board as may be required.

We also utilize an internal Executive Committee, which is chaired by the Chief Executive Officer and is comprised of the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Administrative Officer and other senior officers. Among other things, the internal Executive Committee directs the ongoing management of a comprehensive set of enterprise level risks, including the establishment and regular review of risk mitigation efforts.

We believe that the committee structure of risk oversight is in the best interests of DT Midstream and our stockholders. Each committee member has expertise on risks relative to the nature of the committee on which he or she sits. The entire Board is in a position to assess the overall risk implications, to evaluate how they may affect DT Midstream and to provide oversight on appropriate actions for management to take. When granting authority to management, approving strategies and receiving management reports, the Board and committees consider, among other things, the risks we face.

Procedures for Approval of Related Party Transactions

Our Board has adopted a written policy regarding the review, approval and ratification of transactions with related parties. This policy provides that our Corporate Governance Committee shall conduct a reasonable prior review and oversight of all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act for potential conflicts of interest and will prohibit such a transaction if it determines it to be inconsistent with the interests of DT Midstream and its stockholders. The Corporate Governance Committee shall also review such other transactions of DT Midstream in which any "related party" had, has or will have a direct or indirect material interest. In general, "related parties" are our directors, director nominees, executive officers and stockholders beneficially owning more than 5% of our outstanding common stock and immediate family members or certain affiliated entities of any of the foregoing parties. Our Corporate Governance Committee will approve or ratify only those transactions that are fair and reasonable to DT Midstream and in DT Midstream and its stockholders' best interests.

Communications with the Board

We have established several methods for stockholders or other non-affiliated persons to communicate their concerns to our directors. Concerns regarding auditing, accounting practices, internal controls, or other business ethics issues may be submitted to the Audit Committee through its reporting channel:

Any other concemay be submitted to the Corporate Secretary by mail for prompt delivery to the Lead Independent Director at: Lead Independent Director, c/o Corporate Secretary, DT Midstream, Inc., 500 Woodward, Suite 2900, Detroit, Michigan 48226.

Insider Trading, Anti-Hedging and Anti-Pledging Policies

The Board and management of the Company take seriously their responsibilities and obligations to exhibit the highest standards of behavior relative to trading our stock. The Company has adopted an Insider Trading Policy applicable to all of the Company's and its subsidiaries' employees, officers, directors and contract personnel with respect to transactions in the Company's securities. The Company also maintains policies which expressly prohibit hedging Company securities by all officers and directors of the Company. Our Governance Guidelines prohibit directors from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for any loan or indebtedness and our Officer Code of Business Conduct and Ethics prohibit officers from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for any loan or indebtedness. These prohibitions include, but are not limited to, holding such shares in a margin account.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires DT Midstream's directors and executive officers and persons who own more than 10% of a registered class of DT Midstream's equity securities to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of such equity securities of DT Midstream. To DT Midstream's knowledge, based upon the reports filed and written representations regarding reports required during the fiscal year ended December 31, 2024, no executive officer or director of DT Midstream failed to file reports required by Section 16(a) on a timely basis other than one late filing by Mr. Tumminello reporting nine delinquent transactions.

The Board has nominated the following seven director candidates, each of whom currently serve as our directors, to hold office until our 2026 annual meeting of stockholders: Angela Archon, Stephen Baker, Elaine Pickle, Robert Skaggs, Jr., David Slater, Peter Tumminello and Dwayne Wilson.

The Company representatives named in the proxy card intend to vote for the election of each of the director nominees above, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees.

For details regarding the qualifications and the specific experiences, qualifications and skills of each of our director nominees, see the section titled "Our Board of Directors."

Vote Required

Approval of Proposal No. 1 requires the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative "for" votes will be elected. Abstentions and broker non-votes will have no effect on the election of directors.

The Audit Committee of the Board has approved the retention of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accountants for the fiscal year ending December 31, 2025. We are asking that you ratify that appointment, although your ratification is not required. A PwC representative will attend the Annual Meeting and have an opportunity to make a statement if he or she desires and will be available to respond to appropriate questions from stockholders.

PwC Information

The following table presents fees for services rendered by PwC during the fiscal years ended December 31, 2024 and December 31, 2023:

Audit fees were higher in 2024 due to an increase in scope of services provided primarily as a result of acquisition activity in 2024.

The Audit Committee has determined that the non-audit services rendered by PwC were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

Audit Fees

These amounts represent fees of PwC for the integrated audit of our annual consolidated financial statements and internal control over financial reporting, the review of quarterly consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, comfort letters and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements.

Tax Fees

Tax fees generally consist of tax compliance and tax planning services. Tax compliance services consist of preparing tax returns. Tax planning services consist of interpretation of tax law and regulations in applicable tax jurisdictions.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee reviews the independence of our independent registered public accounting firm on an annual basis and has determined that PwC is independent. In addition, the Audit Committee pre-approves all work and fees that are performed by our independent registered public accounting firm.

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of a majority of the voting power of the Company's common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Abstentions will be counted as votes "AGAINST" this proposal.

Audit Committee Report

The following Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent the Company specifically incorporates such information by reference.

The Audit Committee has reviewed and discussed with DT Midstream's management, internal auditors, and PwC the audited consolidated financial statements and the reporting process, including the systems of internal controls, of DT Midstream contained in DT Midstream's Annual Report on Form 10-K for the year ended December 31, 2024. The Audit Committee has also discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with PwC its independence from management and DT Midstream.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in DT Midstream's Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires the Company to provide stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers as described in the "Compensation Discussion and Analysis" ("CD&A") section of this proxy statement and in the tabular and narrative disclosure regarding Named Executive Officer compensation, all contained under the heading "Executive Compensation" in this proxy statement.

The Company's executive compensation program is designed to include elements of cash and equity-based compensation to motivate and reward executives who achieve short-term and long-term corporate and financial objectives leading to the success of the Company. We emphasize competitive, performance-based compensation to attract and retain talented executives and align the interests of our executives with those of our stockholders.

Our executive compensation programs have been important in driving the Company's success in achieving its corporate and financial objectives by tying executive compensation to achieving very specific goals in each of our key priority areas.

The O&C Committee employs high standards of corporate governance when implementing and reviewing our executive compensation programs. The O&C Committee ensures independence of committee members and compensation consultants, avoids conflicts of interest and provides stockholder disclosure in accordance with SEC and NYSE requirements.

For these reasons, the Board recommends that stockholders vote in favor of the following resolution:

"RESOLVED, that the stockholders approve, on an advisory basis, the overall executive compensation paid to the Named Executive Officers of the Company, as described in the Compensation Discussion and Analysis and the tabular and narrative disclosure regarding Named Executive Officer compensation contained in this proxy statement."

Because this vote is advisory, it will not be binding upon the Company or the Board. The O&C Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Approval of a Stockholder Rights Proposal to amend the Company's Certificate of Incorporation to eliminate the prohibition on the ability of the Company's stockholders to call a special meeting of stockholders, and, in accordance with a certain proposed amendment to the Company's Bylaws, grant stockholders owning for a minimum of one full year not less than 25% of the voting power of all outstanding shares of the Company's common stock the ability to request a special meeting of stockholders.

The Company's Certificate of Incorporation and Bylaws each currently provide that a special meeting of stockholders may only be called by the Chairperson of the Board, the Chief Executive Officer of the Company or the Board and the ability of stockholders of the Company to call a special meeting of stockholders is specifically denied.

After due consideration, and upon the recommendation of the Corporate Governance Committee, the Board has approved, subject to stockholder approval, an amendment to Section 7.02 of the Certificate of Incorporation to eliminate the prohibition on the ability of the Company's stockholders to call a special meeting of stockholders. In addition, the Board has also approved, subject to stockholder approval of the related amendment to the Certificate of Incorporation, a certain amendment to Section 1.03 of the Company's Bylaws to permit stockholders owning at least 25% (the "Requisite Percentage") of the outstanding shares of the Company's Voting Stock (as defined in the Company's Certificate of Incorporation) for a minimum of one full year prior to the date such request is delivered to the Company to call a special meeting of stockholders. Such written request must be made in accordance with certain procedural and informational requirements set forth in the Bylaws.

The proposal is a result of the Board's ongoing review of corporate governance matters and its policy for open dialog and communication with the Company's stockholders. The Board and the Corporate Governance Committee support the concept of providing stockholders with the right to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the outstanding shares of the Company for a non-transitory period of time. The Board believes that establishing a 25% ownership threshold and one-year holding period to request a special meeting of stockholders strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could request that the Company call one or more special meetings of stockholders that could result in unnecessary financial expense and disruption to the Company's business. The Board believes that special meetings of stockholders should only be called to consider extraordinary events that are of interest to a broad base of

Vote Required

Approval of Proposal 4 requires the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of the Company's common stock entitled to vote generally in the election of directors. Abstentions will be counted as votes "AGAINST" this proposal.

The Board welcomes dialogue on the topics presented in the Rule 14a-8 stockholder proposal presented below. We strive to communicate proactively and transparently on these and other issues of interest to the Company and its stockholders. The following stockholder proposal may contain assertions about the Company that we believe are incorrect. The Board has not attempted to refute all such assertions. However, the Board has considered the proposal and recommends a vote based on the specific reasons set forth in the Board response. The Board urges stockholders to read this Proxy Statement and the Annual Report as well as the other information presented on the Company's website.

The Company expects the following stockholder proposal to be presented for consideration at the Annual Meeting by John Chevedden of 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, who beneficially owned not less than 30 shares of the Company's common stock as of September 20, 2021. The proposal, along with the supporting statement, is included below.

Proposal 5 - Support Shareholder Ability to Call for a Special Shareholder Meeting

 

Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.

A shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for a special shareholder meeting will help ensure that the DT Midstream Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting.

To guard against the DTM Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises.

This proposal topic is now more important than ever because there has been a mad rush of Board exculpation proposals to limit the financial liability of directors when they violate their fiduciary duty which is a disincentive for improved director performance. Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors.

Companies can claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a letter to the CEO.

With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting for important issues and DTM bylaws thus need to be updated accordingly.

Please vote yes:

Vote Required

Approval of Proposal 5 requires the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of the Company's common stock entitled to vote generally in the election of directors. Abstentions will be counted as votes "AGAINST" this proposal.

The Board recommends you vote AGAINST the stockholder proposal and recommends a vote against it for the reasons set below:

Board Response

After careful deliberation, the Board has concluded that a 10% threshold for holders of our common stock to call a special meeting goes against the best interests of the Company and its stockholders.

The Company has Voluntarily Adopted a 25% Threshold

The Board recommends you vote for Proposal 4 (described above), which instead requires a 25% threshold for holders of our common stock to call a special meeting. The Board voluntarily adopted (subject to stockholder approval) the 25% threshold in January of 2025 based on peer benchmarking and stockholder input. Our proposal also ensures that the threshold can only be met by stockholders holding the requisite number of shares for a minimum of one full year prior to the date such request is delivered to the Company. We believe the proposed 25% threshold is consistent with mainstream practice in the midstream sector and it prevents misuse of the process by a small minority of stockholders, who may be pursuing narrow, short-term interests at the expense of the larger body of stockholders.

The Company has Substantially Addressed the Stockholder Proposal

As stated in Proposal 4, the Board and the Corporate Governance Committee support the concept of providing stockholders with the right to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the outstanding shares of the Company for a non-transitory period of time. The Board believes that establishing a 25% ownership threshold and one-year holding period to request a special meeting of stockholders strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could request that the Company call one or more special meetings of stockholders that could result in unnecessary financial expense and disruption to the Company's business. The Board believes that special meetings of stockholders should only be called to consider extraordinary events that are of interest to a broad base of stockholders and that cannot be delayed until the next annual meeting. Additionally, preparing for a stockholder meeting requires significant attention of our directors, officers and other employees, diverting their attention away from performing their primary function of operating the Company's business in the best interests of our stockholders.

The Company is Committed to Strong Corporate Governance Practices

Furthermore, we believe our existing governance practices and stockholder engagement process already provides stockholders with the opportunity to express their concerns and provide input. In addition, we hold an annual stockholder meeting at which all directors stand for election, and we have implemented a proxy access stockholder right for stockholders to nominate candidates for the Board. These best practices ensure Board accountability without the expense and risk associated with a lower special meeting threshold.

Because the Company already solicits feedback from stockholders on a regular basis, and because the high potential costs of a special meeting should be avoided when only a small percentage of stockholders agitate for such a meeting, the Board recommends that you vote against Proposal 5.

Management

Executive Officers

The following table and accompanying narrative present information, as of March 12, 2025, regarding the individuals who serve as executive officers of DT Midstream.

Executive Compensation

Compensation Discussion and Analysis

The following narratives and tables discuss the compensation paid in 2024 to our Chief Executive Officer, Chief Financial Officer and our other three most highly compensated executive officers during 2024, whom we refer to collectively as our "Named Executive Officers" or "NEOs." Our Named Executive Officers were determined based on the compensation earned during 2024, as shown in the "Summary Compensation Table" below. Our Named Executive Officers during 2024 were:

Executive Summary

Our compensation philosophy is designed to align the interests of our executive officers with those of our stockholders by providing pay that is directly linked to the achievement of performance goals established to foster the creation of sustainable long-term stockholder value. At the root of our compensation philosophy is the use of variable, at risk compensation that connects pay outcomes with superior results and growth execution.

The Company believes in executive compensation that is competitive with our peers, has meaningful performance components, and has equity-based elements to encourage executives to maintain an appropriate ownership interest in the Company. Our performance-based compensation programs result in most of the compensation of our Chief Executive Officer being linked to the achievement of a combination of short-term and long-term Company and personal goals, and stockholder value creation.