Christopher Zona
About Christopher Zona
Christopher Zona, 53, is Executive Vice President and Chief Operating Officer of DT Midstream (DTM) and has served in this role since the 2021 spin-off, with 30+ years in operational, engineering, construction, and business development roles across midstream assets; he holds a B.S. in Chemical Engineering from the University of Detroit . Under current leadership, DTM delivered 2024 adjusted EBITDA of $969 million and net income of $354 million, while total shareholder return (TSR) since the July 1, 2021 spin (value of $100) reached 280.16 by year-end 2024, supported by operational execution including the LEAP Phase 3 in-service and FERC-regulated pipeline acquisitions . DTM’s annual incentive plan is tied to adjusted EBITDA, business development, operating reliability/uptime, ESG and safety; long-term incentives emphasize relative TSR vs peers and leverage, with strong pay-for-performance alignment evidenced by maximum (200%) PSU payout for the 2022–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DT Midstream (pre-spin within DTE Energy Midstream) | Executive Vice President, Midstream Business | 2019–2021 | Led acquisition/execution of major projects (e.g., Birdsboro Pipeline completion; NEXUS Gas Pipeline in-service; expansions including Washington 10 Storage Complex) . |
| DTE Energy Midstream | SVP, Project Development | 2016–2019 | Drove greenfield and expansion project development and execution . |
| DTE Energy Midstream | VP, Planning, Engineering & Business Development | 2014–2016 | Advanced BD pipeline including Bluestone and Susquehanna gathering systems . |
| DTE Energy Midstream | Director, Business Development | 2008–2014 | Originated and advanced BD opportunities in gathering, pipelines, and storage . |
| DTE Energy Midstream | Manager, Business Development | 2006–2008 | Early BD leadership following joining DTE . |
| ANR Pipeline Company; SEMCO Energy Gas Company | Engineering, planning, construction, and operations management | Pre-2006 | Led roles across gathering, transmission and storage operations . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $459,615 | $493,077 | $510,962 |
| Target Bonus % of Salary | — | — | 100% |
| Annual Incentive (actual paid) | $763,261 | $727,850 | $851,501 |
Note: 2024 base salary rate set at $515,000 for COO; table reflects amounts paid in year .
Performance Compensation
2024 Annual Incentive Plan (Company Scorecard)
| Category | Weight | Metric | Threshold | Target | Maximum | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Financial Performance | 60% | Adjusted EBITDA (mm) | $930 | $955 | $980 | $969 | 155.20% | 93.12% |
| Business Development | 15% | Multi-goal BD score | — | — | — | — | 178.00% | 26.70% |
| Operating Excellence | 15% | Operating Performance (project delivery) | — | — | — | — | 155.20% | 15.52% |
| Operating Excellence | 2.5% | Compressor Reliability (%) | 96.5 | 97.5 | 98.5 | 98.8 | 200.00% | 5.00% |
| Operating Excellence | 2.5% | Treating Plant Run Time (%) | 98.5 | 99.0 | 99.5 | 100.0 | 200.00% | 5.00% |
| ESG & Safety | 5% | ESG Initiatives | — | — | — | — | 200.00% | 10.00% |
| ESG & Safety | 5% | OSHA Recordable Incident Rate | 1.67 | 0.92 | 0.51 | 0.00 | 200.00% | 10.00% |
| Total | 100% | — | — | — | — | — | — | 165.34% |
- Target bonus opportunity for Zona in 2024: 100% of base salary; corporate performance factor: 165.34% .
Long-Term Incentives
- LTIP target opportunity: 350% of base salary for COO (Zona) .
- 2024 award mix: 70% Performance Shares (PSUs), 30% RSUs .
- 2024 PSU metrics and structure: 75% Relative TSR vs peer group; 25% Leverage Ratio; performance period 1/1/2024–12/31/2026 .
- 2022 PSU cycle (1/1/2022–12/31/2024) certified at 200% payout (TSR at 75th percentile; leverage 3.87) .
| Grant (Zona) | Grant date | Type | Shares/Units | Vest/Performance | Notes |
|---|---|---|---|---|---|
| Annual PSU (target) | 2/15/2024 | PSU | 24,298 | Perf. 2024–2026; pays 2027 | TSR vs peers (75%), Leverage (25%) . |
| Annual RSU | 2/15/2024 | RSU | 10,414 | Vests 2/15/2027 | Time-based retention . |
| Special RSU | 12/24/2024 | RSU | 3,530 | Vests 3/1/2028 | One-time retention for 2024 transactions . |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (3/12/2025) | 59,418 shares (<1% of 101,590,686 outstanding) . |
| Ownership as % of outstanding | ~0.0586% (59,418 / 101,590,686) . |
| Stock ownership guideline (COO) | 3x base salary; all NEOs meet guidelines . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for officers . |
Equity Inventory and Vesting (as of 12/31/2024)
| Grant | Unvested RSUs (#) | Vest date | Unearned PSUs (#) | Performance period | Notes |
|---|---|---|---|---|---|
| Founder’s RSU (8/2/2021) | 21,150 | 8/2/2025 | — | — | Service-based. |
| Annual RSU (2/4/2022) | 33,523 | 2/4/2025 (3-year) | — | — | Service-based. |
| Annual RSU (2/1/2023) | 7,582 | 2/1/2026 | 35,380 (shown at max) | 2023–2025 | PSU counts shown at maximum per footnote . |
| Annual RSU (2/15/2024) | 10,738 | 2/15/2027 | 50,106 (shown at max) | 2024–2026 | PSU counts shown at maximum per footnote . |
| Special RSU (12/24/2024) | 3,530 | 3/1/2028 | — | — | One-time retention . |
- 2024 Stock awards vested (delivered) for Zona: 21,031 shares; value realized $1,322,619 .
- Implication: 2025 has two sizeable RSU maturities (2/4/2025 and 8/2/2025) which may create tax withholding and potential net share deliveries; PSU cycles can add variability at certification .
Deferred Compensation (alignment and retention)
| Plan | Exec contributions (2024) | Company contributions (2024) | Aggregate earnings (2024) | Balance (12/31/2024) |
|---|---|---|---|---|
| DTM Supplemental Savings Plan | $20,596 | $105,436 | $49,399 | $592,920 |
Employment Terms
Severance and Change-in-Control (CIC)
- Employment is at-will; NEOs have Severance Agreements and CIC Severance Agreements .
- Severance (non-CIC) for COO: 100% of base salary + 100% of target annual bonus; requires release .
- CIC (double-trigger within 2 years): Cash severance = 200% of (base salary + greater of target/actual bonus); additional one-year non-compete consideration = 100% of (base salary + greater of target/actual bonus); lump-sum for welfare benefits (2 years) and outplacement (up to 15% of base) .
- Annual Incentive: pays upon CIC at ≥ of target vs pro-rated actual through CIC; not reduced even if termination follows .
- Equity: If awards not replaced by acquirer, immediate vest/earn upon CIC based on target or actual-to-date for PSUs; if replaced, vest on earlier of normal vesting or qualifying termination within 2 years (double-trigger) .
Estimated Payouts for Zona (as of 12/31/2024)
| Scenario | Cash comp | Bonus | Accelerated LTIP | Outplacement | Non-compete | Total |
|---|---|---|---|---|---|---|
| Qualifying termination (no CIC) | $1,030,000 | — | — | — | — | $1,030,000 |
| CIC (no termination) | — | $851,501 | — | — | — | $851,501 |
| Qualifying termination following CIC | $2,733,002 | $851,501 | $15,917,076 | $77,250 | $1,366,501 | $20,945,330 |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – Value of $100 since 7/1/2021 | 117.18 | 141.56 | 148.29 | 280.16 |
| Net Income (USD mm) | $307 | $370 | $384 | $354 |
| Adjusted EBITDA (USD mm) | $768 | $830 | $924 | $969 |
Selected 2024 operating highlights:
- Acquired portfolio of FERC-regulated gas transmission pipelines .
- Fitch upgraded to investment grade; S&P and Moody’s outlooks improved to positive .
- Haynesville LEAP Phase 3 placed in-service ahead of schedule/on budget; FID on Phase 4 .
Compensation Structure Analysis
- Mix shifting toward equity: Zona’s stock awards rose from $1,149,458 (2022) to $1,471,423 (2023) to $2,287,768 (2024), while annual cash bonus varied with performance ($763,261 → $727,850 → $851,501), reinforcing at-risk, equity-linked pay .
- Strong performance linkage: 2024 corporate AIP factor at 165.34%, driven by EBITDA outperformance and reliability/safety/ESG overachievement; 2022–2024 PSU paid at 200% based on top-quartile TSR and improved leverage .
- Shareholder-friendly features: no single-trigger CIC cash, no tax gross-ups, clawback policy for incentive comp (post-10/2/2023), robust ownership guidelines, and hedging/pledging prohibitions .
Investment Implications
- Near-term supply from vesting: Significant RSU maturities in 2025 (2/4/2025 and 8/2/2025) plus 2022 PSU settlement in early 2025 may create episodic selling/withholding pressure; further RSUs vest in 2026–2028, sustaining retention but adding event-driven flow risk .
- Alignment vs. ownership: Zona’s beneficial ownership (~59.4k shares, ~0.06% of outstanding) is modest in absolute % terms but he meets stringent 3x salary ownership guidelines; anti-hedge/pledge policies strengthen alignment and reduce risk behaviors .
- Retention and transaction incentives: Double-trigger CIC design with substantial equity acceleration (est. ~$15.9mm for Zona) and additional non-compete consideration aligns leadership through strategic events while mitigating flight risk; AIP is single-trigger at CIC, which can incrementally increase transaction-period payouts .
- Execution track record: EBITDA growth to $969mm and operational milestones (LEAP expansion, pipeline acquisitions) under current team support sustained incentive payouts and 2.8x TSR since spin, indicating positive value creation; sustaining reliability and BD cadence remains key to future PSU outcomes .