Jeffrey Jewell
About Jeffrey Jewell
Jeffrey Jewell, 57, has served as Executive Vice President and Chief Financial Officer of DT Midstream since the July 2021 spin-off, with 25+ years in energy finance, accounting, and risk management; he holds BBA (Accounting) and BS (Agricultural Economics) from Texas A&M and a Master of Finance from the University of Michigan–Dearborn, and is an NACD Certified Director . Under the executive team’s tenure (including Jewell), DT Midstream recorded 2024 net income of $354 million and adjusted EBITDA of $969 million, while TSR since listing reached 280.16 (value of $100), reflecting strong equity performance through year-end 2024 . In 2024, DTM closed a portfolio acquisition of FERC-regulated transmission pipelines, secured a Fitch upgrade to investment-grade, and placed Haynesville (LEAP) Phase 3 in service ahead of schedule, indicating operational execution alongside balance sheet improvements . Prior to DTM, Jewell was VP, Treasurer & Chief Risk Officer (2019–2021), VP & Controller (2014–2019), and Chief Accounting Officer (2018–2019) at DTE Energy, and held leadership roles at Ernst & Young, Koch Industries, and Duke Energy; he is also a retired U.S. Army Reserve Captain .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DT Midstream | EVP & CFO | 2021–present | Led finance through spin-off era; supported acquisitions, capital allocation, and ratings upgrades . |
| DTE Energy | VP, Treasurer & Chief Risk Officer | 2019–2021 | Treasury and enterprise risk leadership pre-spin . |
| DTE Energy | VP & Controller; Chief Accounting Officer | 2014–2019; 2018–2019 | Led accounting, reporting and controls prior to spin . |
| Ernst & Young; Koch Industries; Duke Energy | Various financial/risk roles | — | Built foundational audit, industry trading, and utility finance expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Michigan Crohn’s & Colitis Foundation | Board Member | — | Community/health nonprofit governance . |
| Univ. of Michigan–Dearborn College of Business | Advisory Board Member | — | Academic advisory role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 460,769 | 481,539 | 495,962 |
| Target Bonus % of Salary | — | 90% | 90% |
| Actual Annual Bonus Paid ($) | 763,261 | 635,413 | 744,030 |
Notes
- 2024 year-end base salary levels set by O&C Committee: CFO $500,000; target AIP remains 90% of base .
Performance Compensation
2024 Annual Incentive Plan (Company Scorecard)
| Measure | Weight | Threshold | Target | Maximum | Result | Payout % | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 60% | 930 | 955 | 980 | 969 | 155.20% | 93.12% |
| Business Development (Composite) | 15% | See plan | See plan | See plan | See plan | 178.00% | 26.70% |
| Operating Performance (Composite) | 10% | See plan | See plan | See plan | See plan | 155.20% | 15.52% |
| Compressor Reliability | 2.5% | 96.5% | 97.5% | 98.5% | 98.8% | 200.00% | 5.00% |
| Treating Plant Run Time | 2.5% | 98.5% | 99.0% | 99.5% | 100.0% | 200.00% | 5.00% |
| ESG Initiatives | 5% | See plan | See plan | See plan | See plan | 200.00% | 10.00% |
| OSHA Recordable Incident Rate | 5% | 1.67 | 0.92 | 0.51 | 0.00 | 200.00% | 10.00% |
| Total | 100% | — | — | — | — | — | 165.34% |
- CFO target AIP = 90% of salary; company modifier 165.34% produced CFO payout $744,030 for 2024 (ties to Summary Comp Table) .
Long-Term Incentive (structure and 2024 grants)
- LTI target opportunity for CFO in 2024: 340% of base salary; mix 70% Performance Shares (PSUs) / 30% RSUs .
- 2024 PSU performance metrics (3-year): Relative TSR vs LTI peer group (75%) and Leverage Ratio (25%) .
- Special retention RSU grant for 2024 transactions: 3,530 RSUs on 12/24/2024, vesting 3/1/2028 .
| 2024 Grant (CFO) | Grant Date | Instrument | Threshold | Target | Maximum | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| Annual PSU | 2/15/2024 | PSU (3-yr) | 11,458 | 22,916 | 45,832 | 1,301,514 | Performance period 1/1/2024–12/31/2026; payout after certification in early 2027 . |
| Annual RSU | 2/15/2024 | RSU | — | 9,821 | — | 514,915 | Vests 2/15/2027, continued service . |
| Special RSU | 12/24/2024 | RSU | — | 3,530 | — | 361,754 | Vests 3/1/2028, continued service . |
LTI performance outcome (cycle ended 12/31/2024)
| Category | Weight | Threshold | Target | Maximum | 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% |
- Note: For 2024 leverage assessment, the Board adjusted to exclude debt from the Midwest Pipeline Acquisition closing 12/31/2024; adjustment applied solely to 2024 performance within grants from 2022–2024 .
Equity Ownership & Alignment
- Beneficial ownership (3/12/2025): 64,165 common shares (<1% of shares outstanding) .
- Stock ownership guideline: CFO must hold 3x base salary; all NEOs meet the guideline .
- Hedging and pledging: Officers and directors are prohibited from hedging and from pledging or holding shares in margin accounts .
Outstanding equity awards (as of 12/31/2024)
| Grant | Instrument | Unvested Units (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) | Vesting/Schedule |
|---|---|---|---|---|---|---|
| 5/4/2020 | RSU (special) | 15,414 | 1,532,614 | — | — | Vests 5/4/2026 . |
| 8/2/2021 | RSU (Founder’s) | 28,200 | 2,803,926 | — | — | Vests 8/2/2025 . |
| 2/4/2022 | RSU | 33,523 | 3,333,192 | — | — | Standard 3-year vest . |
| 2/1/2023 | RSU | 7,354 | 731,208 | 34,318 (PSU at max calc) | 3,412,239 | PSUs perf. period 2023–2025 . |
| 2/15/2024 | RSU | 10,126 | 1,006,828 | 47,256 (PSU at max calc) | 4,698,664 | PSUs perf. period 2024–2026 . |
| 12/24/2024 | RSU (special) | 3,530 | 350,988 | — | — | Vests 3/1/2028 . |
- 2024 vested shares: 25,395 shares vested for Jewell (value realized $1,623,627), indicating realized equity and potential liquidity supply upon vest .
- Scheduled near-term vesting catalysts: Founder’s RSUs (8/2/2025), annual RSUs (2/15/2027), special RSUs (3/1/2028), plus PSU settlements post 2025 and 2026 cycles, which can create periodic selling pressure windows if shares are sold upon settlement .
Employment Terms
- At-will; covered by Severance Agreement and Change-in-Control (CIC) Severance Agreement (double-trigger) .
- Base severance (qualifying termination not in connection with CIC): 100% of salary + 100% of target bonus (for CFO level), subject to release .
- CIC severance (qualifying termination within 2 years post-CIC): 200% of (salary + greater of target or actual bonus), plus a separate pro‑rated bonus for year of termination, plus an additional amount equal to 100% of (salary + greater of target or actual bonus) as consideration for 1‑year non‑compete; 2 years of welfare benefits cost and outplacement up to 15% of base apply; no excise tax gross-ups .
Estimated payouts for Jewell (as of 12/31/2024)
| Scenario | Cash Compensation ($) | Bonus ($) | Accelerated LTIP ($) | Outplacement ($) | Non‑Compete ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | 950,000 | — | — | — | — | 950,000 |
| Change in Control (bonus only) | — | 744,030 | — | — | — | 744,030 |
| Qualifying Termination after CIC | 2,488,060 | 744,030 | 17,689,064 | 75,000 | 1,244,030 | 22,240,184 |
- Non-compete period underpinning the additional payment equals one year post-termination .
- Clawback: Incentive-based pay is subject to recovery upon accounting restatement (policy effective for pay on/after 10/2/2023) .
Compensation Structure Analysis
- Mix shift toward performance equity: CFO LTI target increased from 250% of salary in 2023 to 340% in 2024, with 70% PSUs aligned to relative TSR and leverage, heightening pay-at-risk and stockholder alignment .
- Above-target AIP outcomes: Company scorecard achieved 165.34% in 2024 (vs. 145.57% in 2023), driving the CFO’s 2024 bonus to $744,030 .
- One-time retention awards: Special RSUs (3,530) granted 12/24/2024 for transaction execution, vesting in 2028, support retention but add overhang .
- CIC economics were enhanced for NEOs (ex-CEO) in Dec 2023: CIC severance multiple and restrictive covenant multiple both raised to 200%/100% respectively, increasing potential cost in a sale scenario (context: peer benchmarking) .
- Governance call-out: For the 2024 year in the 2022–2024 PSU cycle, the Board adjusted leverage to exclude acquisition debt from the Midwest Pipeline Acquisition; while arguably strategic and rating-aligned, adjustments can raise scrutiny on goal rigor in payout determination .
Performance & Track Record
- 2024 strategic execution: Closed FERC-regulated pipeline acquisitions; Fitch upgrade to investment-grade; LEAP Phase 3 in service ahead of schedule; FID on LEAP Phase 4, underscoring capital deployment and growth delivery during Jewell’s tenure as CFO .
- Financial performance (2024): Net Income $354 million and Adjusted EBITDA $969 million; TSR since listing 280.16, outpacing broader midstream indices, supporting pay-versus-performance alignment narratives .
Investment Implications
- Alignment: High equity exposure (PSUs/RSUs) with ownership guideline compliance and anti-hedging/anti-pledging policies reduces misalignment and hedging risk; relative TSR and leverage metrics tightly link compensation to shareholder returns and balance sheet strength .
- Retention and overhang: Significant unvested RSUs/PSUs and a 2028 special RSU create strong retention hooks; upcoming vesting events (notably August 2025 Founder’s grant) may create episodic selling pressure if the executive monetizes vested shares .
- Change-in-control cost: Elevated CIC payouts (estimated $22.2 million for CFO) can raise acquisition transaction costs but also secure leadership continuity through strategic change; absence of tax gross‑ups is shareholder-friendly .
- Pay-for-performance risk checks: The 2024 leverage adjustment favoring PSU outcomes is a watch item for investors monitoring goal rigor; continued disclosure on adjustments and peer calibration will be important for ongoing say‑on‑pay support .