Angela Archon
About Angela Archon
Independent director of DT Midstream (DTM) since March 7, 2023; age 64. Archon spent 30+ years at IBM, culminating as Chief Operating Officer and Vice President, Transformation for IBM Watson Health prior to retiring in 2018. She holds a B.S. in Chemical Engineering and an M.S. in Systems Engineering from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM (Watson Health) | Chief Operating Officer; VP, Transformation | Through 2018 | Led strategy/operations/IT/supply chain in multiple global executive roles over 30+ years |
| IBM (prior roles) | Various global executive roles (strategy, operations, IT systems, business development, supply chain) | ~30+ years | Broad transformation and operations leadership across IBM businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spirax Group plc | Non-Executive Director | Current | Global engineering and manufacturing (thermal energy and fluid technology) |
| Switch, Inc. | Director | Former | Prior public board service |
| H&R Block | Director | Former | Prior public board service |
| CommonSpirit Health | Stewardship Trustees Board | Current | Nation’s largest Catholic health system |
| NACD Texas TriCities Chapter | Board member | 2020–2024 | Director education and governance network role |
Board Governance
- Independence: The Board affirmatively determined Archon is independent under NYSE and Company standards. Only the CEO and Executive Chair are non-independent; no material relationships for Archon were identified .
- Committee assignments (2024):
- Corporate Governance Committee — Chair (met 4x)
- Organization & Compensation (O&C) Committee — Member (met 6x)
- Environmental, Social & Governance (ESG) Committee — Member (met 4x)
- Attendance: The Board met 8 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at most regular Board meetings; Lead Independent Director (Stephen Baker) chairs .
- Compensation Committee interlocks: None — no DTM executive served on another company’s comp committee where that company’s executive served on DTM’s O&C Committee .
Fixed Compensation
- Structure (non-employee directors):
- Cash retainer $100,000; Committee Chair retainers: Audit Chair and Lead Independent Director $20,000; O&C, Corporate Governance, Finance, ESG Chairs $15,000; Board Chair +$100,000 .
- Equity: Annual RSU grant valued at $115,000, with deferral election; RSUs vest after one year or at retirement (director’s election) .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash (reflects $100k base + $15k Governance Chair) | $115,000 |
| Stock Awards (annual RSUs grant-date fair value) | $115,000 |
| Total | $230,000 |
- Ownership guideline: Directors must own stock equal to 5x total annual cash retainer within five years; RSUs count; all directors are on track .
Performance Compensation
- Instruments and terms (directors): Time-based RSUs only; no options and no performance-conditioned equity for directors .
| Award | Grant/Status | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (2024) | Granted | $115,000 grant-date value | Vests May 10, 2025 or at retirement, subject to continued service (director election) | None (time-based) |
| Outstanding RSUs (12/31/2024) | Held | 1,791 units (incl. dividend equivalents) | Outstanding at year-end; reflects cumulative director grants/status | N/A |
Other Directorships & Interlocks
- Current/Former public boards: Spirax Group plc (current); Switch, Inc. (former); H&R Block (former) .
- Interlocks: Company discloses no compensation committee interlocks in the last fiscal year .
Expertise & Qualifications
- Strategic operations, transformation, engineering, IT systems, supply chain; extensive public board experience. Educational credentials in Chemical and Systems Engineering support technology/operations oversight .
- Board skills matrix flags her for regulatory/public affairs and public company board/exec experience .
Equity Ownership
| Title | Amount |
|---|---|
| Common stock beneficially owned (3/12/2025) | 3,076 shares |
| Other shares acquirable within 60 days (e.g., vesting RSUs) | 1,791 shares |
| Percent of class | <1% |
| Director stock ownership guideline | 5x annual cash retainer; all directors on track |
| Hedging/Pledging policy | Hedging prohibited; directors prohibited from pledging Company shares |
Notes: Restricted stock units deferred under director policy are not counted as beneficially owned unless acquirable within 60 days; RSUs vesting May 10, 2025 fall within that window relative to the March 12, 2025 record date .
Governance Assessment
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Strengths
- Independent director with robust governance remit (Corporate Governance Chair) and active roles on O&C and ESG committees; meeting cadence indicates meaningful engagement (Board 8x; O&C 6x; Governance 4x; ESG 4x in 2024) .
- Strong alignment: 50/50 cash/equity director pay mix; mandatory 5x cash retainer ownership guideline; anti-hedging and anti-pledging policies in place .
- No related party transactions in 2024; independence affirmed; no compensation committee interlocks disclosed .
-
Potential watch items / investor considerations
- RSUs are time-based (no performance overlay for director equity); however, this is standard for U.S. boards and mitigated by robust ownership guidelines .
- Multiple external commitments (public and non-profit boards) warrant ongoing monitoring of attendance/engagement; 2024 attendance thresholds were met, and all directors attended the 2024 annual meeting .
-
RED FLAGS: None identified in Company disclosures for 2024 regarding attendance shortfalls, related-party transactions, hedging/pledging, or interlocks .
-
Compensation Committee oversight quality
- O&C Committee (member: Archon) is fully independent; uses Meridian as independent consultant; consultant independence reviewed annually; clear performance metrics for executives (Adjusted EBITDA, relative TSR, leverage ratio, safety/ESG) align with stockholder value and risk oversight .
-
Shareholder engagement and rights context
- Board placed a management proposal to allow stockholders with 25%+ ownership for ≥1 year to call special meetings (balanced rights posture); opposed a 10% threshold shareholder proposal (governance nuance for investors to note) .
Related-Party Exposure and Policies
- No related party transactions in fiscal 2024; Corporate Governance Committee screens and must approve any future related-party dealings; policy bars conflicted transactions and requires disclosure .
- Insider trading policy and explicit anti-hedging/anti-pledging rules apply to directors .