Stephen Baker
About Stephen Baker
Stephen Baker is an independent director at DT Midstream (DTM) and currently serves as Lead Independent Director (appointed March 7, 2023) and Chair of the Finance Committee . He has served on DTM’s Board since the July 2021 spin-off from DTE Energy, with initial committee assignments on Audit, ESG, and Finance . Background: former President of Union Gas (Spectra/Enbridge) and Spectra Energy VP & Treasurer; founder/CEO of Rondeau Energy Consulting (2019–present). Education: BA (Honours Chartered Accountancy) and Master of Accounting, University of Waterloo; CPA (Ontario); ICD.D director certification . Age: 57 as of July 1, 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Gas (Spectra Energy Corp) | President & Chairman | 2012–2017 | Led a major Canadian gas utility; stakeholder relationships |
| Union Gas (Enbridge Inc.) | President | 2017–2019 | Oversaw operations post-Enbridge combination |
| Spectra Energy Corp | VP & Treasurer | 2010–2012 | Led treasury, capital markets, financing strategy |
| Rondeau Energy Consulting Inc. | Owner, President & CEO | 2019–present | Energy-related and M&A engagements |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Independent Electricity System Operator (IESO) | Director | Since 2019 | Chair, Markets Committee; member HR & Governance |
| MaRS Discovery District Energy Board | Advisory Board Member | Not disclosed | Advisory work in energy innovation |
| MyHEAT | Advisory Board Member | Not disclosed | Advisory role |
| Industry groups (CGA, OEA) & community orgs | Chair/Board roles | Not disclosed | Sector leadership/community engagement |
Board Governance
- Independence: The Board affirmatively determined Stephen Baker is independent; only Executive Chairman Robert Skaggs Jr. and CEO David Slater are not independent .
- Lead Independent Director: Appointed March 7, 2023; chairs executive sessions of independent directors .
- Committee roles: Finance Committee Chair (current) ; initially served on Audit and ESG committees at appointment .
- Executive sessions: Independent directors meet in executive session at most regular Board meetings; chaired by Mr. Baker as Lead Independent Director .
- Compensation Committee interlocks: None; no DT Midstream executive served on other companies’ compensation committees in the last fiscal year .
Fixed Compensation
DT Midstream non-employee director compensation policy (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Chairman of the Board: +$100,000 |
| Committee chair retainer | $20,000 | Audit Chair and Lead Independent Director |
| Committee chair retainer | $15,000 | O&C, Corporate Governance, Finance, ESG Chairs |
| Annual equity | $115,000 | RSUs; deferred for one year or until retirement per director election |
Stephen Baker – 2024 actual director compensation:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| Stock Awards (RSUs grant-date fair value) | $115,000 |
| Total | $250,000 |
Performance Compensation
Time-based equity only; no performance metric link for directors:
| Equity Award | Grant-date Value | Vesting/Settlement | Outstanding Units |
|---|---|---|---|
| Annual RSU (2024) | $115,000 | Vests May 10, 2025 or upon retirement if elected, subject to continued service | 7,851 RSUs held as of Dec 31, 2024 (incl. dividend reinvestment) |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity grants; awards are time-vested .
Other Directorships & Interlocks
- Public company boards: None disclosed in DTM proxy for Mr. Baker; current external roles are IESO and advisory boards (non-public) .
- Interlocks: No material relationships identified; independence affirmed (no related-party thresholds exceeded) .
Expertise & Qualifications
- Financial and operational leadership in North American midstream; 30+ years at Union Gas including senior roles in finance, business development, and marketing .
- Capital markets and treasury expertise (Spectra Energy VP & Treasurer) .
- Governance credentials: ICD.D; committee leadership at IESO .
- Led and advised complex energy operations; helped guide DTM’s spin-off transition and board oversight as Lead Independent Director .
Equity Ownership
| Metric | Detail |
|---|---|
| RSUs outstanding | 7,851 as of Dec 31, 2024 |
| Ownership guideline | 5x annual cash retainer (within five years of initial election); RSUs count towards compliance |
| Compliance status | All directors are on track to meet the requirement within five years |
Governance Assessment
- Board effectiveness: Appointment as Lead Independent Director strengthens independent oversight, with Mr. Baker chairing executive sessions; independence affirmed and no related-party issues identified .
- Alignment: Balanced cash/equity mix (cash $135k; equity $115k) and a stringent 5x retainer ownership guideline supports long-term alignment; RSUs are time-vested without performance windfalls .
- Conflicts: No material relationships or compensation interlocks; independence standards met, reducing conflict risk .
- RED FLAGS: None observed in disclosures—no hedging/pledging, no related-party transactions, no attendance concerns disclosed in available filings .
Signal: Mr. Baker’s finance/midstream background, combined with his lead independent role and finance committee chair position, indicates strong board oversight of capital allocation and risk, supportive of investor confidence .