David Slater
About David Slater
David Slater, 59, is President, Chief Executive Officer, and a director of DT Midstream (DTM). He became CEO on May 6, 2021 and joined the Board on June 3, 2021; he holds an MBA and an honours degree in business commerce from the University of Windsor and is an NACD Certified Director . He previously led DTE Energy’s Midstream Business and has 30+ years of commercial and operating experience across DTE Energy, Goldman Sachs, Nexen Marketing USA, Engage Energy US, and Union Gas . During his tenure, DTM’s pay-versus-performance disclosures show steady fundamentals and strong stock performance: 2024 net income $354M, Adjusted EBITDA $969M, and cumulative TSR value of $280 on a $100 initial investment (vs. S&P 500 $143.5; AMNA $196.7) .
Performance context (company-wide)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income ($M) | $307 | $370 | $384 | $354 |
| Adjusted EBITDA ($M) | $768 | $830 | $924 | $969 |
| Total Stockholder Return (Value of $100) | 117.18 | 141.56 | 148.29 | 280.16 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DTE Energy Midstream Business | President & COO | Prior to spin-off (through 2021) | Led DTE’s midstream business ahead of DTM spin-off |
| DTE Energy – Gas Storage & Pipelines (GSP) | Executive Vice President | 2014–2015 | Executive leadership since 2015; helped shape growth agenda |
| DTE Energy – GSP | Senior Vice President | 2011–2014 | Commercial and operational leadership across gas storage/pipelines |
| Goldman Sachs; Nexen Marketing USA; Engage Energy US; Union Gas | Senior management roles | Not disclosed | Commercial, trading/marketing, and utility experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Millennium Pipeline | Board member | Not disclosed | Pipeline JV governance |
| Vector Pipeline | Board member | Not disclosed | Pipeline JV governance |
| NEXUS Gas Transmission | Board member | Not disclosed | Pipeline JV governance |
| Interstate Natural Gas Association of America (INGAA) | Compensation & dues committee; recent past Chair | Not disclosed | Industry leadership |
| Metalore Resources (prior) | Director | Prior | Former public company directorship |
Fixed Compensation
- 2024 base salary set at $828,000; actual salary paid in 2024 was $820,461 .
- All other compensation in 2024 totaled $321,168, including 401(k) contributions ($38,500), Supplemental Savings Plan contributions ($275,162), and additional benefits ($7,506; includes athletic club dues) .
Compensation summary (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 676,923 | 4,279,910 | 1,578,850 | 288,699 | 6,824,382 |
| 2023 | 776,923 | 5,414,536 | 1,455,700 | 324,091 | 7,971,250 |
| 2024 | 820,461 | 6,192,904 | 1,711,269 | 321,168 | 9,045,802 |
Additional items
- Deferred compensation election (2024): $35,137 deferred to DTM Supplemental Savings Plan .
- The DTM Supplemental Savings Plan mirrors 401(k) elections above qualified-plan limits; distributions are per 409A rules and paid in cash post-termination per participant election .
Performance Compensation
Annual Incentive (AIP)
- 2024 AIP target and realized: Slater’s AIP target opportunity shown as $1,035,000 (threshold $258,750; max $2,070,000); corporate scorecard achieved 165.34% weighted payout .
- 2024 AIP scorecard and results:
| Category | Weight | Measure | Threshold | Target | Maximum | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Financial Performance | 60% | Adjusted EBITDA ($M) | 930 | 955 | 980 | 969 | 155.20% | 93.12% |
| Business Development | 15% | BD objectives | See proxy | See proxy | See proxy | See proxy | 178.00% | 26.70% |
| Operating Excellence | 10% | Operating Performance | See proxy | See proxy | See proxy | See proxy | 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 | 200.00% | 5.00% |
| ESG | 5% | ESG Initiatives | See proxy | See proxy | See proxy | See proxy | 200.00% | 10.00% |
| ESG | 5% | OSHA Recordable Incident Rate | 1.67 | 0.92 | 0.51 | 0 | 200.00% | 10.00% |
| Total | 100% | — | — | — | — | — | — | 165.34% |
Long-Term Incentive (LTI)
- Target LTI opportunity (2024): CEO 700% of base salary; LTI mix 70% PSUs and 30% RSUs .
- PSU metrics (2024 grants): 75% TSR vs peer group; 25% leverage ratio; 3-year performance from Jan 1, 2024–Dec 31, 2026; payout after certification in early 2027 .
- Recently completed cycle (PSUs granted in 2022; performance ended 12/31/2024; certified 2/25/2025): 200% payout overall; TSR at 75th percentile (200%); leverage ratio 3.87 (200%); Board adjusted leverage to exclude debt from the Midwest Pipeline Acquisition solely for 2024 in the 2022–2024 awards .
LTI performance (2022–2024 cycle, certified 2/25/2025)
| Metric | Weight | Threshold | Target | Max | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| TSR vs peers | 75% | 25th pct | 50th pct | 75th pct | 75th pct | 200% | 150% |
| Leverage ratio | 25% | 4.20 | 4.07 | 3.94 | 3.87 | 200% | 50% |
| Total | 100% | — | — | — | — | 200% | 200% |
Grants of plan-based awards (2024)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Key terms |
|---|---|---|---|---|
| PSUs (target) | 2/15/2024 | 78,129 | 4,437,337 | 3-year performance (TSR 75%, leverage 25%); payout post-certification in early 2027 |
| RSUs (annual) | 2/15/2024 | 33,484 | 1,755,566 | Vest 2/15/2027, continued service required |
| AIP opportunity | 2024 | Target $1,035,000 | — | Threshold $258,750; Max $2,070,000 |
Vesting and realized value
- Shares acquired on vesting in 2024: 49,481; value realized $3,121,510 (RSUs and PSUs earned for cycle ended 12/31/2023) .
- Special retention awards: Founder’s RSUs vest 8/2/2025; special RSUs vest 5/4/2026; special RSUs approved 1/28/2025 (7,071 units) vest 3/1/2028 (Slater’s 2025 grant reflected in 2025 SCT) .
Equity Ownership & Alignment
Beneficial ownership (as of 3/12/2025; 101,590,686 shares outstanding)
| Holder | Common Shares | Percent of Class |
|---|---|---|
| David Slater | 146,362 | <1% |
Outstanding equity awards (as of 12/31/2024; fair values at $99.43/share)
| Grant | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 8/2/2021 (Founder’s) | 50,760 | 5,047,067 | — | — |
| 2/4/2022 | 124,821 | 12,410,952 | — | — |
| 2/1/2023 | 27,899 | 2,773,998 | 130,194 | 12,945,189 |
| 2/15/2024 | 34,525 | 3,432,821 | 161,114 | 16,019,565 |
Policies and alignment
- Stock ownership guidelines: CEO 5x base salary; all NEOs meet the guidelines; restrictions on sale of award shares until guideline met .
- Anti-hedging and anti-pledging: Officers and directors are prohibited from hedging or pledging DTM stock (including margin accounts) .
- Clawback: Incentive-based compensation is subject to recoupment in the event of an accounting restatement (applicable to awards paid on/after Oct 2, 2023) .
- 2024 director compensation policy does not apply to employee-directors; Slater receives no additional director fees .
Employment Terms
Status and severance framework
- At-will employment; no individual employment agreement .
- Severance (no change in control): 200% of base salary + target bonus for CEO; Slater’s estimated cash severance $3,726,000 (as of 12/31/2024) .
- Change-in-control (CIC): No single-trigger cash severance; if awards are replaced/continued, vesting accelerates upon earlier of normal vest date or qualifying termination within two years (double-trigger). If not replaced, awards vest at CIC (PSUs settle at greater of target or actual-to-date) .
Estimated CIC economics (as of 12/31/2024)
| Scenario | Cash Comp ($) | Bonus ($) | Accelerated LTIP ($) | Outplacement ($) | Non-Compete ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC only | — | 1,711,269 | — | — | — | 1,711,269 |
| Qualifying termination (no CIC) | 3,726,000 | — | — | — | — | 3,726,000 |
| Qualifying termination following CIC | 5,078,538 | 1,711,269 | 52,013,622 | 124,200 | 2,539,269 | 61,466,898 |
Additional protections and restrictions
- Non-compete consideration: 100% of base salary plus greater of target/actual bonus for a one-year non-compete post-qualifying termination under CIC agreement .
- Outplacement capped at 15% of base salary .
- No excise tax gross-ups on CIC payments .
- AIP under CIC pays the greater of target or actual (through CIC) and is not reducible or cancelable .
Board Governance (Board service, committees, dual-role implications)
- Board service history: Director since June 3, 2021; CEO since May 6, 2021 .
- Independence and leadership: Slater is not independent due to CEO role; Board Chair is Robert Skaggs, Jr. (also not independent due to recent prior employment); Stephen Baker serves as Lead Independent Director and chairs regular executive sessions of independent directors .
- Committees: Compensation (O&C), Audit, Corporate Governance, Finance, and ESG committees are composed entirely of independent directors; O&C uses independent consultant Meridian (no conflicts) .
- Dual-role implications: CEO and Chair roles are separated, with a Lead Independent Director and majority-independent committee structure mitigating potential concentration of power; however, both CEO and current Chair are non-independent, elevating reliance on the Lead Independent Director and committee processes for counterbalance .
Compensation Structure Diagnostics
- Mix and leverage: Majority of CEO pay is at risk via AIP and LTI; 2024 LTI target 700% of salary with 70% PSUs/30% RSUs; PSUs hinge on relative TSR and leverage, aligning with shareholder outcomes and balance sheet quality .
- Discretion/goalposts: For the 2022–2024 PSU cycle, the Board adjusted the leverage ratio to exclude debt from the Midwest Pipeline Acquisition solely for 2024, which increased payout potential for that metric; final combined payout was 200% .
- Clawback and conduct: Clawback in case of restatement; hedging/pledging prohibited; no single-trigger CIC; no tax gross-ups .
- Consultant independence and peer benchmarking: O&C engages Meridian (independent) and uses an executive comp peer group for market calibration; LTI peer group governs TSR comparisons .
Executive compensation peer groups (abbreviated)
- Compensation peer group includes AM, CEQP, DCP Midstream, EnLink, Equitrans, Genesis, HF Sinclair, Magellan, NuStar, Summit, Targa, Western Midstream, Williams (as used for 2024 decisions) .
- LTI TSR peer group includes Antero, Energy Transfer, EnLink, Enterprise Products, Equitrans, Kinder Morgan, MPLX, ONEOK, Targa, TC Energy, Western Midstream, Williams .
Related Party and Compliance Indicators
- Related party transactions: None during 2024 .
- Section 16 compliance: No late filings for executives; one director (Tumminello) reported a late filing with nine delinquent transactions .
- Stockholder engagement and governance updates: Board proposed adding a 25%/one-year holding special meeting right (management proposal) while recommending against a 10% threshold shareholder proposal .
Equity Supply/Vesting Cadence (Selling Pressure Monitor)
- Near-term vesting: Founder’s RSUs vest 8/2/2025; special RSUs vest 5/4/2026; 2024 annual RSUs vest 2/15/2027; 2025 special RSUs vest 3/1/2028; 2022–2024 PSUs certified in early 2025 with settlement following certification/service vesting .
- 2024 vested shares and value: 49,481 shares; $3,121,510 value realized (mix of RSUs/PSUs paid in 2024) .
- Policy constraints: Hedging and pledging prohibited; CEO meets 5x ownership guideline, which generally restricts net sales until compliant .
Investment Implications
- High performance alignment but with adjusted metrics: Pay is substantially at risk and tied to TSR and leverage, but the 2024 leverage adjustment for the PSU cycle increased payout certainty (200% for 2022–2024), a point to watch for future award rigor .
- Retention strong; potential supply events: Large unvested RSUs/PSUs, plus special retention grants (Jan 2025), support retention through 2028; staggered vesting dates could add tradable share supply when awards settle, though anti-pledging/ownership rules mitigate risk of forced sales .
- CIC incentives: Double-trigger structure is investor-friendly, but the magnitude of estimated CIC value ($61.5M) could influence transaction dynamics; no excise gross-ups and robust clawback are positives .
- Governance guardrails: Separation of CEO and Chair with a strong Lead Independent Director and fully independent key committees helps balance the CEO/director dual role, but continued board refresh and independence practices remain important as the Chair is also non-independent .
All data points, amounts, and dates are sourced from DT Midstream’s 2025 DEF 14A (Proxy Statement) as cited inline.