Elaine Pickle
About Elaine Pickle
Elaine Pickle (age 60) is an independent director of DT Midstream (DTM) since the 2021 spin-off, with 35 years of audit and accounting experience at Ernst & Young (EY), including senior audit partner and National Professional Practice roles; she is a CPA, NACD Certified Director, and completed Northwestern Kellogg’s Executive Leadership Program . She brings deep energy industry expertise, finance/accounting proficiency, and public company board experience, and currently chairs DTM’s Audit Committee as the audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Senior Audit Partner | 2002–2021 | Led audits for public/private energy companies; oversight across technical accounting, auditing, SEC reporting, and quality initiatives |
| EY National Professional Practice | Partner | 2014–2018 | Evaluated and oversaw technical accounting, auditing, SEC reporting, and firm-wide quality initiatives |
| EY | Various roles and oversight positions | 1986–2021 | Broad leadership across energy clients; culminated in senior partner responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChampionX Corporation | Director; Audit Committee Chair | Current | Chairs audit; governance/compliance oversight in chemicals/optimization solutions for upstream/midstream |
| Theatre Under the Stars | Board & Development Committee Member; Nominating & Governance Committee | Since 2018; elected to Nom/Gov in 2025 | Non-profit governance leadership; community engagement |
| Professional Credentials | CPA; Member AICPA & Texas State Board; NACD Certified Director; Kellogg Exec Program; EY Inclusiveness Leadership Program | Various | Financial expertise and board-readiness credentials |
Board Governance
- Independence: Board determined Pickle is independent; all directors except the Chair (Skaggs) and CEO (Slater) are independent, with no material relationships noted for independent directors .
- Attendance and engagement: The Board met eight times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent directors hold executive sessions chaired by the Lead Independent Director .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Chair; Audit Committee Financial Expert | 5 | Financial reporting integrity; auditor oversight; internal controls; financial/accounting/cybersecurity risk; compliance; earnings guidance; internal audit; pre-approval of non-audit services |
| Organization & Compensation (O&C) | Member | 6 | CEO and executive compensation; employment/severance/CIC agreements; pay-for-performance risk; DEI policies; succession; consultant independence |
| Finance | Member | 7 | Capitalization and credit ratings; plans; dividends; capex; capital markets; M&A; IR activities; financial risk management |
| Corporate Governance | Not listed as member | 4 | Board structure; director nominations; governance risks; board and D&O compensation/insurance; stockholder proposals; best practices |
| Environmental, Social & Governance (ESG) | Not listed as member | 4 | Strategy/policies/disclosures for ESG; stakeholder communications; CSR and Sustainability reporting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director cash retainer |
| Committee chair retainer | $20,000 | Audit Committee Chair; same rate applies to Lead Independent Director |
| Other committee chair retainers | $15,000 | For O&C, Corporate Governance, Finance, ESG chairs (if applicable) |
| 2024 Director Pay – Elaine Pickle | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Base retainer + Audit Chair retainer |
| Stock Awards (grant-date fair value) | $115,000 | Annual RSU grant |
| Total | $235,000 | Sum of cash and equity grant fair value |
Performance Compensation
| Equity Grant | Grant Value | Vesting | Deferral Election | Outstanding RSUs (12/31/2024) |
|---|---|---|---|---|
| Annual RSU grant (2024) | $115,000 | Vests May 10, 2025 or, if elected by director, upon retirement | Directors may elect deferral to retirement; RSUs counted toward ownership guideline | 7,851 RSUs (incl. reinvested dividends) |
- Director stock ownership guidelines: Must reach 5x total annual cash retainer within five years of initial election; all directors are on track to meet within the five-year period (Pickle’s initial election in 2021 implies a 2026 deadline) .
- Anti-hedging/anti-pledging: Hedging and pledging of Company securities prohibited for officers/directors; Insider Trading Policy enforced .
Other Directorships & Interlocks
| Company | Role | Committee Role | Potential Interlock/Notes |
|---|---|---|---|
| ChampionX Corporation | Director | Audit Committee Chair | Public company board; sector adjacency with energy/midstream; monitor for any transactions per DTM related party policy; none disclosed in independence determinations |
Expertise & Qualifications
- Energy/midstream, finance/accounting, and regulatory/public affairs expertise per Board skills matrix; public company board experience; not a former public company executive .
- CPA, extensive audit leadership in energy; audit committee financial expert designation at DTM .
Equity Ownership
| Item | Value/Status | Source/Policy |
|---|---|---|
| RSUs outstanding (12/31/2024) | 7,851 units (incl. reinvested dividends) | Director Compensation disclosures |
| Ownership guideline | 5x annual cash retainer within five years of initial election | RSUs count toward guideline; all directors on track |
| Hedging/Pledging | Prohibited for officers/directors | Insider Trading, anti-hedging/pledging policies |
Governance Assessment
- Strengths: Independent director with deep audit leadership; chairs Audit Committee and serves as audit committee financial expert; multiple committee engagements (Audit, O&C, Finance) indicate strong governance participation; Board independence and robust executive sessions enhance oversight; attendance metrics and committee cadence suggest active engagement .
- Alignment: Director compensation balanced between cash and time-based RSUs; ownership guidelines promote alignment; RSUs counted toward guideline and subject to deferral; anti-hedging/pledging policies reduce misalignment risk .
- Conflicts/Related party: Board’s independence determination found no material relationships for independent directors; formal related party transactions policy assigns Corporate Governance Committee oversight to prevent conflicts—monitor for any external ties (e.g., ChampionX) though none are disclosed impacting independence .
- RED FLAGS: None disclosed regarding hedging/pledging, related party transactions, or low attendance; continued monitoring of cross-board roles and any transactions is prudent under DTM’s policy framework .