Peter Tumminello
About Peter Tumminello
Independent director at DT Midstream since the July 1, 2021 spin-off; age 62 as of the March 12, 2025 record date. Former Group President of Commercial Businesses at Southern Company Gas (2016–Apr 30, 2021) with 30+ years in energy across marketing, storage/transportation asset management, petroleum engineering, finance, M&A, and project evaluation. Education: B.S. in Petroleum Engineering (Louisiana Tech University) and MBA (University of Southwestern Louisiana). The Board has affirmatively determined he is independent; he serves on multiple committees and chairs the ESG Committee, reflecting regulatory, operational and finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company Gas | Group President, Commercial Businesses | 2016–Apr 30, 2021 | Led all operations outside regulated entities, including wholesale services, retail energy, midstream pipeline investments and gas storage |
| Green Mountain Energy Company | Vice President, Energy Supply | Prior to 2003 (date not disclosed) | Renewable energy supply leadership; energy procurement |
| TPC Corporation | Various roles | Prior to 2003 (date not disclosed) | Midstream marketing, storage/transport asset management |
| ARCO Oil and Gas Company | Various roles | Prior to 2003 (date not disclosed) | Petroleum engineering, finance/planning, M&A, project evaluation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centrio (private, QIC portfolio company) | Director | Since Jan 2023 | District energy assets; public‑private infrastructure with universities |
| Renewa (private, QIC portfolio company) | Director (prior) | Tenure not disclosed | Land ownership for development projects |
| Interstate Natural Gas Association of America (INGAA) | Vice Chair; Board Chair of Climate Policy Committee | Role recent (dates not disclosed) | Climate policy governance; industry standards |
| Cristo Rey Jesuit College Preparatory School of Houston | Advisory Board Member | Tenure not disclosed | Community/education engagement |
| CareerSpring | Director | Tenure not disclosed | Workforce development |
Board Governance
- Independence: Independent director (affirmatively determined by Board; no material relationships) .
- Board/committee attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at most regular Board meetings; chaired by Lead Independent Director Stephen Baker .
- Years of service: Director since spin-off (July 1, 2021) .
- Lead Independent Director: Stephen Baker .
| Committee | 2024 Members | Chair | Meetings (2024) | Mandate |
|---|---|---|---|---|
| Audit | Elaine Pickle; Stephen Baker; Peter Tumminello | Elaine Pickle (Audit Committee Financial Expert) | 5 | Oversight of financial reporting, ICFR, auditor independence, cybersecurity, compliance |
| Finance | Stephen Baker; Elaine Pickle; Peter Tumminello | Stephen Baker | 7 | Capitalization, credit ratings, capital markets plan, financial risk, capex, M&A review |
| Environmental, Social & Governance (ESG) | Angela Archon; Peter Tumminello; Dwayne Wilson | Peter Tumminello | 4 | ESG strategy, disclosures, stakeholder communications; CSR and sustainability oversight |
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Paid annually; Chairman receives additional $100,000 |
| Committee chair retainer (ESG Chair) | $15,000 | ESG Committee Chair stipend (O&C/CG/Finance Chairs also $15,000; Audit Chair & Lead Independent Director $20,000) |
| RSU annual grant (fair value) | $115,000 | RSUs vest on May 10, 2025 or upon retirement if elected; settlement deferred for one year or until retirement per director election |
| 2024 fees earned (cash) | $115,000 (includes ESG Chair stipend) | DT Midstream Director Compensation Table for 2024 |
| 2024 stock awards (grant‑date fair value) | $115,000 | ASC 718 valuation; RSU vesting as above |
| 2024 total (cash + equity) | $230,000 | Sum of cash and stock awards |
Performance Compensation
- DT Midstream does not use performance‑based equity (e.g., PSUs) or options for non‑employee directors; director equity is time-based RSUs only .
- No director meeting fees or bonus programs are disclosed; compensation emphasizes cash retainer and RSUs to align director interests with shareholders .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed beyond DTM; Board skills matrix does not mark “Public Company Board” for Tumminello . |
| Public company executive experience | Marked as “Public Company Executive” (reflecting senior roles at Southern Company Gas) . |
| Interlocks/conflicts | Board states independent directors (incl. Tumminello) have no material relationships with DTM; no O&C Committee interlocks in last fiscal year . |
Expertise & Qualifications
- Board skill coverage: Energy/Midstream; Finance/Accounting; Regulatory/Public Affairs; Public Company Executive (all marked “X” for Tumminello) .
- Audit Committee membership confirms financial literacy; Audit Committee financial expert is the Chair (Pickle) .
- Deep operating and commercial expertise across midstream assets, storage, and pipeline investments; industry policy leadership via INGAA climate committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned (as of Mar 12, 2025) | 11,945 | Less than 1% of outstanding (101,590,686 shares) |
| Other shares acquirable within 60 days | None disclosed for Tumminello | |
| RSUs outstanding (incl. reinvested dividends) at Dec 31, 2024 | 5,828 | Annual director RSUs vest May 10, 2025 or upon retirement if elected |
| Hedging/pledging | Directors prohibited from hedging or pledging company stock; governance policy in place | |
| Stock ownership guidelines (directors) | Minimum 5× annual cash retainer within 5 years of initial election | |
| Guideline compliance status | All directors “on track” to meet requirement within five years |
Governance Assessment
- Strengths: Independent director with multi‑committee responsibilities; chairs ESG Committee; strong attendance culture at Board and committees; robust anti‑hedging/anti‑pledging and related‑party transaction policies; director ownership guidelines align incentives .
- Potential red flags: One late Section 16(a) filing by Tumminello reporting nine delinquent transactions (compliance/process risk signal) .
- Overall: Governance profile supports board effectiveness and investor confidence, with clear oversight roles (Audit/Finance/ESG) and independence; monitor insider reporting timeliness going forward .
RED FLAG: One late Section 16(a) filing reporting nine delinquent transactions for Tumminello in fiscal 2024 .
Insider Trades and Section 16(a) Compliance
| Item | Disclosure |
|---|---|
| Late filings | One late Section 16(a) filing by Tumminello reporting nine delinquent transactions (Company states all others timely) |
Related‑Party Transactions
- Policy: Corporate Governance Committee reviews and prohibits related‑party transactions inconsistent with shareholder interests; independence reaffirmed for Tumminello; no material relationships identified for independent directors .
Company Performance Context (Board Oversight Lens)
- 2024 highlights: FERC pipeline portfolio acquisition; Fitch upgrade to investment grade; LEAP Phase 3 in service ahead of schedule, FID on Phase 4 — relevant to Finance and ESG oversight responsibilities .