Robert Skaggs, Jr.
About Robert Skaggs, Jr.
Robert Skaggs, Jr. (age 70) is DT Midstream’s Chairman of the Board and a director since July 1, 2021; he was also an employee of the Company through June 30, 2023, which the Board cites as the reason he is not considered independent under its categorical standards . He brings 35+ years of energy industry leadership across midstream, pipeline and regulated utilities, including CEO roles, and holds a B.A. in Economics (Davidson College), J.D. (West Virginia University) and MBA (Tulane University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource, Inc. | President & Chief Executive Officer | 2005–2015 | Led separation of Columbia Pipeline Group; executed IPO of Columbia Pipeline Partners LP in 2015 |
| Columbia Pipeline Group, Inc. | Chairman & Chief Executive Officer | 2015–2016 | Led natural gas pipeline and storage company post-separation |
| Columbia Pipeline Partners LP | Chairman & Chief Executive Officer | 2015–2016 | Oversaw publicly traded MLP formed by NiSource |
| Columbia Gas Transmission (Columbia Energy Group) | Legal and executive roles | 1981–2003 | Progressed from Law Dept. to multiple operating company presidencies; EVP Regulated Revenue at NiSource in 2003 |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| DTE Energy | Independent Director | 2017–Present | Member of Nuclear Review, Organization & Compensation, and Finance Committees |
| Team, Inc. | Director (former) | 2019–Nov 2021 | Board service at industrial services company |
| Cloud Peak Energy, Inc. | Director (former) | 2015–2019 | Board service at coal mining company |
| American Gas Association | Past Chairman | N/A | Industry leadership role |
Board Governance
- Role and leadership: Chairman of the Board; when the Chair is not independent, the Board designates a Lead Independent Director—currently Stephen Baker—to chair executive sessions of independent directors .
- Independence: The Board determined Mr. Skaggs is not independent due to his employment with the Company within the prior three years; David Slater (CEO) is also not independent. All other directors are independent .
- Committee assignments: Standing committees (Audit; Organization & Compensation; Corporate Governance; Finance; ESG) are fully independent and do not list Mr. Skaggs as a member .
- Attendance and engagement: The 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 .
- Board skills matrix: Mr. Skaggs is credited with Energy/Midstream, Finance/Accounting, Regulatory/Public Affairs, Public Company Board, and Public Company Executive experience .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Skaggs |
|---|---|---|
| Annual cash retainer | $100,000 for directors; Chairman receives an additional $100,000 | $200,000 fees earned |
| Committee chair/Lead Independent fees | $20,000 for Audit Chair and Lead Independent; $15,000 for O&C, Governance, Finance, ESG Chairs | Not applicable (not listed as chair) |
Performance Compensation
| Equity Vehicle | Policy | 2024 Grant/Status | Vesting |
|---|---|---|---|
| Annual RSUs (non-employee directors) | Variable number of RSUs valued at $115,000 annually; deferral for one year or until retirement (director election) | $115,000 stock award value in 2024 | RSUs vest May 10, 2025 or upon retirement if elected, subject to continued service |
| Outstanding RSUs (as of 12/31/2024) | Outstanding RSUs including reinvested dividends | 1,791 RSUs | As above (director equity program) |
No director performance metrics apply to these time-based RSUs (they are service-based). The company prohibits director hedging and pledging of company stock, supporting alignment with shareholders .
Other Directorships & Interlocks
| Company | Relationship to DTM | Skaggs’ Role | Governance/Committee Notes |
|---|---|---|---|
| DTE Energy (former parent of DTM pre-spin) | Separate public company; historical linkage via spin | Independent Director since 2017 | Committees: Nuclear Review, Organization & Compensation, Finance |
| Team, Inc. | None disclosed | Former Director (2019–Nov 2021) | N/A |
| Cloud Peak Energy, Inc. | None disclosed | Former Director (2015–2019) | N/A |
- Related party transactions: The Company reported no related party transactions for the year ended December 31, 2024; the Corporate Governance Committee oversees and must approve any such transactions under a formal policy .
Expertise & Qualifications
- Deep operating and board experience in midstream/pipelines and regulated utilities; public company CEO and Chair experience (NiSource; Columbia Pipeline) .
- Financial, regulatory/public affairs, and public company governance expertise per Board matrix .
- Education: B.A. Economics (Davidson College); J.D. (West Virginia University); MBA (Tulane University) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Other Shares Acquirable Within 60 Days | % of Class | Notes |
|---|---|---|---|---|
| Robert Skaggs, Jr. | 38,652 | – | <1% | RSUs deferred under director plan are not counted as beneficial ownership |
| Outstanding Director RSUs (Skaggs) | 1,791 | – | – | RSUs outstanding as of 12/31/2024 (excludes from beneficial ownership) |
| Director ownership guideline | 5x annual cash retainer to be achieved within 5 years | On track (all directors) | – | RSUs count toward guideline |
| Hedging/Pledging | Prohibited for directors | Policy in effect | – | Anti-hedging and anti-pledging policies |
Governance Assessment
- Strengths
- Experienced Board Chair with extensive midstream and regulated utility leadership and prior public company CEO/chair experience .
- Committees are fully independent and chaired by independent directors; robust committee charters and authority to retain outside advisors .
- Strong board processes: annual board/committee self-assessments and peer reviews; director education and orientation completed for all directors .
- Alignment features: director equity retainer ($115,000 RSUs), director stock ownership guideline (5x cash retainer), and prohibitions on hedging/pledging .
- Engagement/attendance: no director fell below 75% meeting attendance; full attendance at 2024 annual meeting .
- No related-party transactions reported for 2024 .
- Potential Red Flags / Watch Items
- Chair not independent due to employment within last three years; mitigated by presence of a Lead Independent Director chairing executive sessions .
- External board at DTE Energy (former parent) creates a potential perception of network interlock; Company reports no related-party transactions, and committee independence is intact .
- Special meeting rights: Board is seeking stockholder approval for a 25% threshold with a one-year holding period; investors preferring lower thresholds (e.g., 10%) may view this as conservative, though Board cites balancing rights and disruption risk .