Wendy Ellis
About Wendy Ellis
Wendy Ellis, age 60, is Executive Vice President, General Counsel and Corporate Secretary of DT Midstream (DTM), serving since the July 1, 2021 spin-off from DTE Energy; she holds a BA in business management from Olivet College and a JD from Northwestern University School of Law, and is an NACD Certified Director . Company performance metrics tied to executive pay show 2024 adjusted EBITDA of $969 million and net income of $354 million, while total shareholder return (TSR) value of an initial $100 investment reached 280.16 as of year-end 2024, reflecting strong alignment between incentives and results . The company also highlights 2024 strategic execution achievements, including completing a FERC-regulated pipeline acquisition portfolio, an investment-grade upgrade by Fitch, and on-time/on-budget delivery of LEAP Phase 3 with FID on Phase 4 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DTE Energy – Midstream Business | Executive Director & General Counsel; later Executive Director & General Counsel (Midstream) | 2019–2021; 2020 appointment noted | Led legal oversight for Midstream and power/industrial segments pre-spin, supporting commercial transactions . |
| DTE Electric Company | Executive Director & General Counsel | 2016–2019 | Oversaw legal matters at regulated utility subsidiary . |
| DTE Gas Company & DTE Midstream Business | Director & General Counsel | 2009–2016 | Led legal matters for commercial contracts/transactions across gas and midstream . |
| DTE Energy | Litigation, employment, labor legal leadership; expert attorney, legal director, associate GC | 1994 onward | Built broad in-house legal expertise across corporate functions . |
| Clark, Klein and Beaumont, P.L.C. (now Clark Hill PLC) | Attorney | Pre-1994 | Private practice experience in Detroit market . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Crossroads of Michigan | Board of Trustees | Not disclosed | Social service outreach in Detroit . |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $437,500 (year-end base used for plan design) . |
| Target Annual Bonus | 80% of base salary . |
| Actual 2024 Bonus (Paid 2025) | $578,690 . |
| All Other Compensation (2024) | $128,550 = $27,613 (401(k) company) + $100,074 (Supplemental Savings Plan company) + $863 (imputed life insurance) . |
Performance Compensation
2024 Annual Incentive Plan (AIP) Scorecard Results
| Category | Weight | Measure | Threshold | Target | Maximum | Result | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Financial Performance | 60% | Adjusted EBITDA (in $mm) | $930 | $955 | $980 | $969 | 155.20% | 93.12% |
| Business Development | 15% | Multiple goals | — | — | — | Achieved | 178.00% | 26.70% |
| Operating Excellence | 15% | Operating Performance | — | — | — | Achieved | 155.20% | 15.52% |
| Operating Excellence | 2.5% | Compressor Reliability | 96.5% | 97.5% | 98.5% | 98.8% | 200.00% | 5.00% |
| Operating Excellence | 2.5% | Treating Plant Run Time | 98.5% | 99.0% | 99.5% | 100% | 200.00% | 5.00% |
| ESG | 5% | ESG Initiatives | — | — | — | Achieved | 200.00% | 10.00% |
| Safety | 5% | OSHA Recordable Incident Rate | 1.67 | 0.92 | 0.51 | 0 | 200.00% | 10.00% |
| Total | 100% | — | — | — | — | — | — | 165.34% |
Notes: Target award percentages for 2024 were 80% of base for Ellis; plan payout was 165.34% of target .
Long-Term Incentives (LTI) – Design and Outcomes
| Element | 2024 Grant Mix | Metrics | Cycle/Outcome |
|---|---|---|---|
| Performance Shares (PSUs) | 70% of LTI value | 75% Relative TSR vs LTIP peer group; 25% Leverage Ratio | 2022 grant (cycle ended 12/31/2024): TSR at 75th percentile (200% payout) and leverage at 3.87 (200% payout) → Total 200% certified on 2/25/2025 . |
| Restricted Stock Units (RSUs) | 30% of LTI value | Time-based vesting | Standard 3-year vest; 2024 RSUs vest Feb 2027 . |
2024 Grants to Ellis (awarded 2/15/2024 unless noted):
- PSUs: 7,667 target shares (3-year performance 2024–2026; payout early 2027) .
- RSUs: 6,572 units (vest Feb 15, 2027) .
- Special RSUs: 3,530 units granted 12/24/2024 for 2024 transactions; vest Mar 1, 2028 .
2024 Stock Awards Vested
| Executive | Shares Vested in 2024 | Value Realized |
|---|---|---|
| Wendy Ellis | 13,814 | $871,188 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/12/2025) | 6,435 common shares; <1% of outstanding . |
| Stock Ownership Guidelines | 3x base salary for EVPs incl. General Counsel; all NEOs meet requirements . |
| Anti-Hedging / Anti-Pledging | Hedging and pledging of company stock prohibited for officers and directors . |
| Clawback Policy | Recovery of incentive-based comp for accounting restatements (applicable on/after 10/2/2023) . |
| Related Party Transactions | None during 2024 . |
Outstanding Equity (as of 12/31/2024)
| Award Type | Grant Date | Unvested/Unearned (#) | Market Value ($) |
|---|---|---|---|
| RSU (Founder grant) | 8/2/2021 | 14,100 | $1,401,963 |
| RSU | 2/4/2022 | 21,962 | $2,183,682 |
| RSU | 2/1/2023 | 4,459 | $443,358 |
| RSU | 2/15/2024 | 6,776 | $673,738 |
| RSU (Special) | 12/24/2024 | 3,530 | $350,988 |
| PSUs (2023–2025 cycle; shown at max for disclosure) | 2/1/2023 | 20,803 | $2,068,442 |
| PSUs (2024–2026 cycle; shown at max for disclosure) | 2/15/2024 | 31,621 | $3,144,076 |
| Price used in valuation | 12/31/2024 close | — | $99.43 |
Scheduled Vesting / Potential Supply
- 2/4/2022 RSUs (21,962) vest Feb 4, 2025 .
- 8/2/2021 Founder RSUs (14,100) vest Aug 2, 2025 .
- 2/1/2023 RSUs (4,459) vest Feb 1, 2026 .
- 2023 PSUs performance period ends 12/31/2025; payout/settlement expected early 2026 (current table shows “at max” count for disclosure) .
- 2/15/2024 RSUs (6,776) vest Feb 15, 2027; 2024 PSUs performance ends 12/31/2026; payout early 2027 .
- 12/24/2024 Special RSUs (3,530) vest Mar 1, 2028 .
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will; no employment contract . |
| Severance (Non-CoC) | 100% of base salary + 100% of target annual bonus upon qualifying termination (for Ellis) . |
| Change-in-Control (CoC) Severance | Double-trigger (qualifying termination within 2 years post-CoC): 200% of base + 200% of greater of target/actual bonus; plus a separate non-compete payment equal to 100% of base + greater of target/actual bonus; 2 years welfare benefits and outplacement up to 15% of base; no excise tax gross-ups . |
| AIP Treatment on CoC | Pay for the year of CoC based on greater of target or actual to date, without proration; protected from reduction . |
| Equity on CoC | If awards not replaced/continued: full vest/earn at greater of target or actual to date; if replaced/continued: vest/earn on earlier of normal vesting or double-trigger termination within 2 years . |
CoC and Severance Economics (Ellis; values if event at 12/31/2024)
| Scenario | Cash Comp | Bonus (CoC Year) | Accelerated LTIP | Outplacement | Non-Compete | Total |
|---|---|---|---|---|---|---|
| Qualifying Termination (Non-CoC) | $787,500 | — | — | — | — | $787,500 |
| Change in Control (bonus entitlement) | — | $578,690 | — | — | — | $578,690 |
| Qualifying Termination following CoC | $2,032,380 | $578,690 | $10,145,416 | $65,625 | $1,016,190 | $13,838,301 |
Notes: Cash Comp equals 200% (CoC) or 100% (Non-CoC) of base+bonus as defined; Non-compete payment equals 100% of base+greater of target/actual bonus; outplacement capped at 15% of base .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 432,788 | 1,577,222 | 578,690 | 128,550 | 2,717,250 |
| 2023 | 413,077 | 865,199 | 458,546 | 124,694 | 1,861,516 |
| 2022 | 383,077 | 753,053 | 457,415 | 112,407 | 1,705,952 |
Deferred Compensation (Alignment and Retention)
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (12/31/2024) |
|---|---|---|---|---|
| DTM Supplemental Savings Plan | $53,846 | $100,074 | $37,683 | $558,948 |
Governance, Policies, and Risk Indicators
- Hedging and pledging of company stock prohibited for officers and directors; robust insider trading controls in place .
- Compensation Clawback Policy for restatements (applies to incentive comp on/after 10/2/2023) .
- No related party transactions in 2024 .
- Section 16(a) compliance: company disclosed one director’s late filings; no executive officer issues identified .
- Compensation benchmarking against an energy midstream peer set; pay mix heavily at-risk and equity-based .
Investment Implications
- Pay-for-performance alignment is strong: 2024 AIP paid 165% of target on above-target EBITDA, operations, ESG and safety; PSUs for 2022–2024 vested at 200% based on top-quartile TSR and deleveraging, reinforcing incentive alignment with shareholders .
- Upcoming vesting/supply: Significant RSU vesting in 2025 (Feb 4 and Aug 2) and 2026–2028, plus PSU settlements in early 2026 and 2027, may create periodic selling windows; anti-hedging/pledging and ownership guidelines mitigate misalignment risk .
- Retention risk moderate: Special RSU grant in Dec 2024 (3,530 units; vests 2028) indicates focused retention through the transaction cycle; combined with double-trigger CoC protections and no excise gross-ups, economics are competitive without shareholder-unfriendly features .
- Ownership alignment: While direct beneficial ownership is modest at 6,435 shares (<1%), Ellis meets the 3x salary ownership guideline, and a large unvested/equity-linked portfolio ties outcomes to TSR and deleveraging performance .
- Governance quality: Clawback policy, prohibition on hedging/pledging, independent O&C Committee, and defined performance metrics (TSR, EBITDA/leverage) support compensation discipline and reduce governance red flags .