Melissa Cox
About Melissa Cox
Melissa Cox, 55, is Executive Vice President and Chief Administrative Officer at DT Midstream (DTM), a role she has held since March 2024 after serving as SVP, Administration (Apr 2022–Mar 2024) and VP, Information Technology (from July 2021). She previously was IT Director at DTE Energy (Jan 2015–Jun 2021). She holds a B.S. in Management Information Systems from Oakland University and also serves as President of the DT Midstream Foundation . During her tenure at DTM, company performance included 2024 Net Income of $354 million and Adjusted EBITDA of $969 million, and since its July 2021 listing, DTM’s TSR translated a $100 investment into $280.16 by year-end 2024, evidencing strong shareholder returns alongside operational execution . DTM also highlighted achieving an investment-grade credit rating from Fitch in 2024, reinforcing balance sheet strength .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DT Midstream | EVP & Chief Administrative Officer | Mar 2024 – Present | Enterprise administration leadership; focus on “innovative solutions that accelerate time to value” . |
| DT Midstream | SVP, Administration | Apr 2022 – Mar 2024 | Oversaw administrative functions during growth and M&A integration . |
| DT Midstream | VP, Information Technology | Jul 2021 – Apr 2022 | Led IT post spin-off; technology enablement . |
| DTE Energy | IT Director | Jan 2015 – Jun 2021 | Led IT for major utility; cross-industry technology experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DT Midstream Foundation | President | Not disclosed | Philanthropic leadership aligned with corporate initiatives . |
Fixed Compensation
| Item (2024 unless noted) | Value/Detail |
|---|---|
| Base salary set by O&C Committee | $410,000 (policy base for 2024; SCT shows $400,577 due to timing/deferrals) |
| Target annual bonus (% of base) | 65% |
| Actual annual incentive paid (2024) | $440,631 |
| Long-term incentive target (% of base) | 120% of base (NEO-specific target) |
| 2024 equity grant mix | 70% Performance Shares (PSUs), 30% RSUs |
| Perquisites/Other comp (2024) | $44,877 total; includes $27,435 401(k) contributions, $16,623 supplemental savings plan contribution, $819 additional benefits |
| Deferred compensation | Elected $49,615 deferral; year-end plan balance $85,884 |
| Option awards | None disclosed for 2024 (only stock awards) |
Multi-year compensation (SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 296,462 | 366,923 | 400,577 |
| Stock Awards ($) | 306,504 | 441,455 | 525,781 |
| Non-Equity Incentive ($) | 276,073 | 300,238 | 440,631 |
| All Other Comp ($) | 33,431 | 41,391 | 44,877 |
| Total ($) | 912,470 | 1,150,007 | 1,411,866 |
Notes:
- Compensation benchmarking uses a defined peer group across midstream (e.g., TRGP, WMB, ENLC, etc.) .
- Clawback policy in effect for incentive pay post Oct 2, 2023 in event of accounting restatement .
Performance Compensation
2024 Annual Incentive Plan (AIP) framework and outcomes (company-wide for NEOs):
| Category | Weight | Measure | Threshold | Target | Max | Result | Payout |
|---|---|---|---|---|---|---|---|
| Financial Performance | 60% | Adjusted EBITDA ($mm) | 930 | 955 | 980 | 969 | 155.20% |
| Business Development | 15% | Multi-project milestones | See plan | See plan | See plan | Achieved | 178.00% |
| Operating Excellence | 10% | Operating Performance | See plan | See plan | See plan | Achieved | 155.20% |
| 2.5% | Compressor Reliability (%) | 96.5 | 97.5 | 98.5 | 98.8 | 200.00% | |
| 2.5% | Treating Plant Run Time (%) | 98.5 | 99.0 | 99.5 | 100.0 | 200.00% | |
| ESG | 5% | ESG Initiatives | See plan | See plan | See plan | Achieved | 200.00% |
| Safety | 5% | OSHA Recordable Incident Rate | 1.67 | 0.92 | 0.51 | 0.00 | 200.00% |
| Corporate Modifier | — | Weighted average | — | — | — | — | 165.34% |
Long-Term Incentive (LTI) structure and recent results:
- 2024 LTI mix: 70% PSUs (3-yr period: Dec 31, 2023–Dec 31, 2026), 30% RSUs; PSU metrics: Relative TSR vs LTIP peers (75% weight) and Leverage Ratio (25%) .
- 2022 PSU cycle (performance period ended Dec 31, 2024): TSR at 75th percentile (200% payout); Leverage Ratio 3.87 (200% payout; 2024 leverage adjusted to exclude acquisition debt); total payout 200% (certified Feb 25, 2025) .
Cox’s 2024 equity grants (grant date 2/15/2024):
- PSUs: Target 6,633 shares; RSUs: 2,843 shares; RSUs vest Feb 15, 2027, subject to continued employment .
- No special 12/24/2024 retention RSU grant was made to Cox (those were to certain other NEOs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 9,370 shares; <1% of outstanding (101,590,686 shares outstanding as of Mar 12, 2025) |
| Unvested RSUs (12/31/2024) | 2,538 (8/2/2021 Founder’s Grant), 8,938 (2/4/2022), 2,275 (2/1/2023), 2,931 (2/15/2024); total market value $1,658,? sum per row values: $252,353 + $888,705 + $226,203 + $291,429 at $99.43 close |
| Unearned PSUs outstanding (at max; 12/31/2024) | 10,614 (2023 cycle) and 13,678 (2024 cycle); market values $1,055,350 and $1,360,004 at $99.43 |
| 2024 awards vested (value realized) | 3,552 shares; $213,174 |
| Ownership guidelines (EVP/CAO) | 3x base salary; all NEOs meet their guideline |
| Hedging/Pledging | Hedging and pledging are prohibited for officers and directors |
Vesting schedule highlights:
- Founder’s RSUs (granted 8/2/2021) vest 8/2/2025 (continued service) .
- 2022 RSUs vest on the third anniversary of grant date (2/4/2025), subject to service .
- 2023 RSUs vest third anniversary (2/1/2026), subject to service .
- 2024 RSUs vest 2/15/2027, subject to service .
- PSU payouts for 2023/2024 grants occur after performance period end and O&C certification (early 2027 for 2024 grants) .
Insider selling pressure indicators:
- Material vesting events around Feb 2025 (2022 RSUs), Aug 2025 (Founder’s Grant), Feb 2026 (2023 RSUs), and early 2027 (2024 RSUs/PSUs) may create Form 4 activity windows, subject to trading policies and tax withholding practices .
Employment Terms
| Term | Detail |
|---|---|
| Severance (qualifying termination; not CoC) | 100% of base salary + 100% of target annual bonus (applies to Cox) |
| CoC definition | Typical triggers: acquisition/merger control changes; 30% beneficial ownership; majority board turnover; liquidation/dissolution approval |
| Double-trigger CoC protection | If awards are replaced/continued, unvested equity vests/earns on earlier of award schedule or qualifying termination within 2 years post-CoC |
| CoC severance multiple | 200% of base + greater of year-of-CoC or termination-year bonus; plus accelerated LTIP, outplacement (≤15% of base), and non-compete consideration |
| Non-compete consideration | 100% of base + greater of actual or target bonus for 1-year non-compete following qualifying termination |
| Estimated payouts (as of 12/31/2024) for Cox | Qualifying Termination: $676,500. CoC only (bonus measure): $440,631. Qualifying Termination after CoC: $7,075,907 total (Cash $1,701,262; Bonus $440,631; Accelerated LTIP $4,021,883; Outplacement $61,500; Non-compete $850,631) |
| Clawback | Applies to incentive compensation paid on/after Oct 2, 2023 in event of accounting restatement |
| Tax gross-ups | None on change-in-control payments |
| Hedging/Pledging | Prohibited for officers/directors |
Performance & Track Record
| Metric | Result/Context |
|---|---|
| Net Income (2024) | $354 million |
| Adjusted EBITDA (2024) | $969 million (excludes certain minority D&A and aligns with budget) |
| TSR since spin-off (to 12/31/2024) | $100 initial (7/1/2021) → $280.16 |
| Strategic achievements (2024) | Closed Midwest Pipeline Acquisition; Fitch upgrade to investment-grade; LEAP Phase 3 early in-service and Phase 4 FID . |
Compensation Structure Analysis
- Mix skews toward at-risk pay: AIP corporate modifier at 165.34% driven by above-target EBITDA, operations, BD, ESG/safety; LTI majority PSUs tied to relative TSR and leverage discipline, directly aligning payouts with stockholder value and balance sheet metrics .
- No options and no tax gross-ups; robust anti-hedging/pledging and clawback policies reduce governance risk; strong ownership guidelines with confirmed compliance strengthen alignment .
- Change-in-control protections are double-trigger; increased severance multiples (Dec 2023 amendments) enhance retention but elevate potential parachute costs in M&A scenarios .
Investment Implications
- Alignment: High proportion of performance-linked pay (relative TSR and leverage) plus ownership guidelines and anti-hedging/pledging suggest strong shareholder alignment and reduced agency risk .
- Retention risk: Enhanced CoC severance (200% cash + equity acceleration and non-compete consideration) and clear vesting cadence into 2025–2027 provide retention hooks, but also create defined liquidity windows that may lead to Form 4 activity around vest dates; governance mitigants (clawback, no gross-ups) temper downside .
- Execution signals: AIP results above target and 200% PSU payout for the 2022 cycle reflect operational and financial outperformance; combined with investment-grade recognition and accretive M&A, compensation outcomes appear justified by fundamentals, supporting confidence in continued execution under Cox’s administrative leadership .