Dwayne Wilson
About Dwayne Wilson
Dwayne Wilson, age 66, has served as an independent director of DT Midstream since June 16, 2021 and is Chair of the Organization & Compensation (O&C) Committee; he brings 38+ years of engineering, procurement and construction experience, including senior roles at Fluor Corporation, and currently serves on the boards of Crown Holdings, Sterling Infrastructure, and Ingredion (where he previously chaired the compensation committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Senior Vice President; prior roles including Group President | SVP: 2014–2016; roles from 1980–2011 | Senior operating leadership in EPC; long-tenured executive progression |
| AK Steel Holding Corporation (prior public company) | Director | 2017–2020 | Public & Environmental Affairs; Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Holdings, Inc. | Director | Current | Public company board service; packaging industry exposure |
| Sterling Infrastructure, Inc. | Director | Current | Heavy civil construction sector perspective |
| Ingredion Incorporated | Director | Current; previously chaired Compensation Committee | Compensation committee leadership experience; ingredients solutions industry exposure |
Board Governance
- Independence: Board affirmed Wilson is independent under NYSE and company categorical standards; only the Chair (Skaggs) and CEO (Slater) are non-independent .
- Committee assignments: Chair, Organization & Compensation Committee; Member, Corporate Governance Committee; Member, Environmental, Social & Governance (ESG) Committee .
- Committee activity: O&C met 6 times in 2024; Corporate Governance met 4 times; ESG met 4 times; Audit met 5 times (Wilson is not a member) .
- Attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at most regular meetings; Led by the Lead Independent Director (Stephen Baker) .
- Skills matrix: Wilson is designated for Energy/Midstream, Finance/Accounting, Regulatory/Public Affairs, Public Company Board, and Public Company Executive experience .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Retainer | $100,000 | Standard non-employee director cash retainer |
| Committee Chair Retainer (O&C) | $15,000 | O&C chair receives $15,000 annually |
| Fees Earned or Paid in Cash (Wilson) | $115,000 | Reported total cash fees for 2024 |
Performance Compensation
| Equity Element (2024) | Grant Value | Vesting | Outstanding Units (12/31/2024) |
|---|---|---|---|
| Annual RSU Grant | $115,000 | RSUs vest on May 10, 2025 or upon retirement if elected; grants are valued at $115,000 and deferred for one year or until retirement | 7,851 RSUs (including reinvested dividends) |
| Compensation Mix (2024) | Cash | Equity | Total |
|---|---|---|---|
| Wilson | $115,000 | $115,000 (grant-date fair value) | $230,000 |
- Performance metrics: Director equity is time-based RSUs; no performance metrics (e.g., TSR, EBITDA) disclosed for director equity grants .
- Clawback/Policies: Anti-hedging and anti-pledging policies apply to directors; company maintains clawbacks for executive incentive comp (director equity is not performance-based) .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee Interlocks | None; no member of O&C Committee served as an officer of the Company, and no cross-committee interlocks with other entities’ executives were reported for 2024 . |
| Related Party Transactions | None for 2024; Corporate Governance Committee oversees and reviews potential related party dealings per written policy . |
Expertise & Qualifications
- 38+ years EPC experience with executive leadership roles at Fluor, bringing operational, large-project, and governance acumen .
- Skills matrix designation across Energy/Midstream, Finance/Accounting, Regulatory/Public Affairs, Public Company Board and Executive experience .
- Prior and current public board service across industrials, infrastructure, and consumer ingredients sectors; chaired a compensation committee (Ingredion), strengthening pay-for-performance oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Other Shares Acquirable within 60 Days | Percent of Class | RSUs (Outstanding, not counted as beneficially owned if settlement deferred) |
|---|---|---|---|---|
| Dwayne Wilson | 1,365 | — | <1% | 7,851 |
- Director ownership guideline: 5x annual cash retainer within five years of initial election; RSUs count towards guideline; all directors are on track to meet within five years .
- Anti-hedging/anti-pledging: Directors are expressly prohibited from hedging or pledging DT Midstream stock .
Governance Assessment
- Positive signals: Independent O&C Chair with demonstrated compensation oversight (including prior chair role at Ingredion), use of independent consultant (Meridian) reviewed annually for independence, and robust committee cadence (O&C met 6x in 2024) support effective pay governance and risk oversight . Strong attendance, independent-led executive sessions, and explicit anti-hedging/anti-pledging policies enhance investor alignment and board effectiveness .
- Alignment: Director compensation mix is balanced (50% cash / 50% equity) via time-based RSUs, and a stringent 5x retainer ownership guideline with RSUs counting toward compliance reinforces skin-in-the-game without encouraging leverage or hedging .
- Conflicts/Red flags: No related party transactions in 2024 and no compensation committee interlocks reported; Section 16 compliance noted with late filings only for another director, not Wilson . Potential watchpoint is multi-board workload (three current public boards), which merits continued monitoring for capacity, though no attendance issues were reported .