Sector: Energy
DT MIDSTREAM INC · Meeting: May 5, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
DTM's 3-year total return of +209% beats the peer median by +112.6 percentage points, far exceeding the 50pp threshold needed to trigger an against vote, and no other policy flags apply.
Ms. Archon joined in March 2023 — just over 36 months ago — and DTM's exceptional stock outperformance versus peers means the TSR trigger does not fire; she brings relevant operational and technology experience.
DTM's 3-year outperformance versus peers of +112.6pp far exceeds the 50pp trigger threshold, and Mr. Baker meets all attendance, independence, and qualification requirements.
Strong TSR outperformance clears all policy thresholds, Ms. Pickle is a CPA and former audit partner serving as audit committee chair and financial expert, fully meeting independence and qualification requirements.
DTM's stock has dramatically outperformed its peers over 3 years (+112.6pp above median), clearing all TSR trigger thresholds, and Mr. Skaggs brings deep midstream pipeline expertise relevant to the company's strategy.
DTM's outstanding stock performance versus peers means no TSR trigger applies, and Mr. Tumminello has extensive midstream energy industry experience with no overboarding or attendance concerns.
DTM's 3-year total return of +209% and peer outperformance of +112.6pp clear all TSR trigger thresholds; Mr. Wilson holds three other public board seats, which is within the four-board limit under policy.
All seven director nominees receive a FOR vote. DTM's 3-year total return of +209% outperforms its disclosed compensation peer group median by +112.6 percentage points, which comfortably exceeds the 50pp underperformance threshold required to trigger an against vote under the strong-positive TSR tier. No directors are overboarded, all attended at least 75% of meetings, the audit committee has a qualified financial expert, and no familial or independence concerns are evident.
CEO
David Slater
Total Comp
$9,328,071
Prior Support
95.6%%
CEO David Slater's total compensation of $9.33 million is reasonable for a CEO of a $13.7 billion energy midstream company, with the majority of pay structured as variable, performance-linked equity (roughly 67% of total pay comes from stock awards alone). The company's long-term incentive plan uses meaningful metrics — relative total shareholder return versus peers and a leverage ratio — with the 2023 performance share awards paying out at maximum because DTM ranked at the 75th percentile of peers on TSR, directly reflecting the exceptional shareholder returns (+209% over three years) that shareholders actually experienced. Prior-year shareholder support was a very strong 95.6%, the company has a robust clawback policy, and there are no guaranteed bonuses or problematic pay practices.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,142,500
Non-Audit Fees
$98,000
Non-audit fees (tax fees of $95,000 plus other fees of $3,000 = $98,000) represent approximately 4.6% of audit fees ($2,142,500), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for DTM's $13.7B market cap, and auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy — a FOR vote applies.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting mainstream governance proposals, and this proposal asks for a basic shareholder right that many public companies already provide. The core concern raised in the proposal is legitimate: DTM's special meeting right requires shareholders to own 25% of outstanding shares for a full year before they can call a meeting — a notably high bar compared to the 10-15% threshold more commonly seen at large companies, and the one-year holding requirement further excludes many shareholders. Written consent is a standard governance tool that gives shareholders a meaningful backup mechanism to engage with management between annual meetings, and the company's own governance documents already include annual director elections, proxy access, and no supermajority vote requirements, showing receptiveness to shareholder-friendly governance. While the board's concern about minority factions acting without notice has merit, the proposal's request to allow consent by a majority of shares (not a small minority) addresses that concern, making the proposal a reasonable governance improvement worth supporting.
DTM's 2026 annual meeting is a largely routine ballot with strong support warranted across the board: the director slate benefits from exceptional 3-year stock outperformance (+209%, beating peer median by 112.6 percentage points), the CEO pay program is well-structured with performance-linked equity and 95.6% prior-year shareholder support, and the auditor fee ratio is clean at under 5%. The one contested item is a written consent proposal from governance activist John Chevedden, which merits support given DTM's unusually restrictive 25%-threshold-plus-one-year-holding special meeting right.
14 companies disclosed in 2026 proxy filing
