James D. Johnston
About James D. Johnston
James D. Johnston (age 55) is Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of Summit Midstream Corporation (SMC). He has served as EVP/GC/CCO since September 2020 (at the predecessor General Partner) and Secretary since March 2021, continuing in those roles after SMC’s August 1, 2024 corporate reorganization; his current role at SMC dates from August 2024 . Johnston holds a bachelor’s degree from Western University (Ontario, Canada) and a J.D. from Samford University’s Cumberland School of Law (Birmingham, Alabama) . SMC’s pay‑for‑performance framework linking executive incentives to company outcomes centers on adjusted EBITDA, business development execution, and HSER metrics (SLT Scorecard achieved 125% for 2024), combined with long‑term equity tied to leverage ratio and relative total shareholder/unitholder return (TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Midstream (General Partner → SMC) | EVP, General Counsel & Chief Compliance Officer; Secretary | EVP/GC/CCO since Sep 2020; Secretary since Mar 2021; continued at SMC Aug 2024 | Led HSER, HR, Land, ESG/Sustainability; managed governance across three shareholder meetings in 2024 |
| Crestwood Equity Partners | Senior Vice President & General Counsel; previously Vice President, Deputy General Counsel | 2013–2019 (roles prior to Summit detailed as Crestwood tenure up to 2019) | Oversaw legal function supporting midstream operations and commercial development |
| Kinder Morgan / El Paso Corporation / Sonat, Inc. | Assistant General Counsel and various legal/commercial roles | 1997–2013 | Progressive legal and commercial responsibilities at large energy infrastructure operators |
External Roles
No current external public-company directorships or committee roles disclosed for Johnston in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 364,000 | 386,000 | 401,000 |
| Medical Insurance Premium ($, 2024) | — | — | 15,523 |
| 401(k) Employer Contribution ($, 2024) | — | — | 17,250 |
| HSA Contribution ($, 2024) | — | — | 1,200 |
Notes:
- Base salaries were increased effective February 25, 2024 to reflect market data .
- “All Other Compensation” for 2024 totaled $35,586, including benefits above and holiday bonus/tax prep per company policy .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Threshold | Target | Max | % Achieved | Weighted Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (in $mm) | 37.5% | 177 | 207–217 | 247 | 84% | 31% |
| Overall Business Development | 37.5% | Qualitative/quantitative goals | Qualitative/quantitative goals | Qualitative/quantitative goals | 200% | 75% |
| HSER Metrics | 25.0% | Qualitative/quantitative goals | Qualitative/quantitative goals | Qualitative/quantitative goals | 74% | 19% |
| SLT Scorecard Subtotal | 100.0% | — | — | — | — | 125% |
Johnston’s 2024 bonus target was 100% of base; actual bonus paid was $551,375, reflecting company SLT Scorecard at 125% and his individual performance assessment at 110% (weighted outcome applied to target) .
Long‑Term Incentives (2024 structure; granted Jan 18, 2024)
| Award Type | Vesting | Performance Metrics | Payout Curve |
|---|---|---|---|
| Performance‑based RSUs (PSUs) | At end of 3‑year period (2024–2026) | 50% Leverage Ratio (Total Net Leverage per Credit Agreement); 50% Relative Total Unitholder/Shareholder Return vs defined peer set | 0–200% of target; Leverage: ≥5.50x=0%, 5.0x=50%, 4.0x=100%, ≤3.75x=200%; Relative TSR: 0th=0%, 25th=50%, 50th=100%, ≥75th=200% |
| Time‑based RSUs | One‑third vesting on each of first three anniversaries of grant date | Service‑based | N/A |
Change‑in‑control treatment: PSUs score based on performance through change‑in‑control; if not continued/assumed/substituted, they vest; time‑based RSUs vest only if not continued/assumed/substituted; otherwise both remain subject to accelerated vesting upon Qualifying Termination, death/disability . Company eliminated single‑trigger equity vesting for awards granted in 2024 .
Grant Detail (2024)
| Grant | Target PSUs (#) | Time‑based RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Jan 18, 2024 | 21,589 | 32,383 | 949,584 (sum of PSU and RSU grant date fair values) |
Equity Ownership & Alignment
| Outstanding Equity Awards (as of Dec 31, 2024) | Unvested Units (#) | Market/Payout Value ($) |
|---|---|---|
| 2024 PSUs (target) | 21,589 | 815,632 (at $37.78) |
| 2024 Time‑based RSUs | 32,383 | 1,223,430 (at $37.78) |
| 2023 PSUs (target) | 19,625 | 741,433 (at $37.78) |
| 2023 Time‑based RSUs (unvested) | 19,586 | 739,959 (at $37.78) |
| 2022 RSUs (unvested; cash‑to‑phantom program) | 4,018 | 151,800 (at $37.78) |
Key upcoming vest dates: 2024 RSUs vest 1/3 annually on Jan 18, 2025/2026/2027 ; 2023 time‑based RSUs vest ~50% on Mar 15, 2025 and ~50% on Mar 15, 2026 ; 2022 RSUs vest Mar 15, 2025 .
Ownership guidelines: EVP/GC/CCO must hold SMC stock equal to 3x base salary; executives are expected to retain 100% of shares from LTIP grants until compliant. As of Dec 31, 2024, all covered executives (including Johnston) exceeded guideline levels .
Trading/hedging policy: Directors/officers must preclear trades with the Chief Compliance Officer; trading prohibited during blackout windows (from one week before quarter‑end until two days after earnings release); speculative trading (e.g., options) discouraged; 10b5‑1 plans permitted with pre‑approval .
No pledging disclosure: The proxy does not disclose any shares pledged by Johnston; hedging/speculative activity is discouraged by policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement dates | Amended & restated effective Aug 1, 2024; initial term ends Aug 1, 2025 with automatic one‑year renewals unless non‑extended with ≥30 days’ notice |
| Base salary | $401,000 (annualized; effective Feb 25, 2024) |
| Annual bonus | Range 0–200% of base; target 100% of base |
| Annual LTIP target | 225% of base (Board discretion to vary based on performance) |
| Severance (Qualifying Termination or Employer Nonrenewal) | 2.5x (salary + the higher of target bonus or prior year bonus), paid in installments over one year; subsidized COBRA up to 18 months; pro‑rated target bonus; release of claims required |
| Good Reason definition | Material diminution of authority/duties/compensation opportunity; relocation; breach by company; for CEO an additional reporting‑line change; applicable Good Reason mechanics apply to Johnston |
| Restrictive covenants | Non‑compete up to 1 year post‑termination (waivable by foregoing severance for corresponding period); 1‑year non‑solicit; perpetual confidentiality |
| Change‑in‑control economics | Pre‑agreement equity awards (granted prior to Aug 1, 2024 amended agreements) fully vest immediately prior to CoC; Section 4999 excise tax cut‑back (no gross‑up) to maximize after‑tax benefit |
| Clawback | Compensation Committee administers Policy for Recovery of Erroneously Awarded Compensation |
| Perquisites | Company‑paid tax preparation/advisory up to $12,000/year (NEOs); HSA contributions; standard benefits |
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 364,000 | 386,000 | 401,000 |
| Bonus (cash retention/cash‑to‑phantom vest value) | 525,417 | 264,042 | 593,346 |
| Stock Awards (grant date fair value) | 246,682 | 858,364 | 949,584 |
| Non‑Equity Incentive Plan Compensation | 600,600 | 308,800 | 551,375 |
| All Other Compensation | 38,232 | 34,181 | 35,586 |
| Total | 1,774,931 | 1,851,387 | 2,530,891 |
Compensation design emphasizes at‑risk pay: Johnston’s 2024 target mix was ~24% base, 24% annual bonus, 52% LTIP; actual payouts reflect Company SLT Scorecard (125%) and individual performance (110%) .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 benchmarking: Archrock, Aris Water Solutions, Crestwood Equity Partners, DT Midstream, EnLink Midstream, Equitrans Midstream, Genesis Energy, Kodiak Gas Services, Magellan Midstream Partners, NGL Energy Partners, NuStar Energy, Targa Resources, Tidewater Midstream & Infrastructure, USA Compression Partners, USD Partners .
Equity Award Vesting Mechanics (Specific Dates)
- 2024 time‑based RSUs: 1/3 annually on each of the first three anniversaries (grant Jan 18, 2024) .
- 2023 time‑based RSUs: ~50% on Mar 15, 2025 and ~50% on Mar 15, 2026 .
- 2022 RSUs (cash‑to‑phantom program exchanges): vest Mar 15, 2025 .
Governance and Trading Controls
- Insider Trading policy: Preclearance required; blackout from one week before quarter‑end until two days after earnings; 10b5‑1 plans allowed with CCO approval; speculative trading discouraged .
- Ownership structure: As of Apr 1, 2025, 12,241,098 common shares and 6,524,467 Class B shares outstanding (context for alignment analysis); Class B holders elect designated directors based on ownership thresholds; not specific to Johnston .
Investment Implications
- Alignment: High equity component (52% of target) with multi‑year vesting and performance‑based PSUs tied to deleveraging and relative TSR should align Johnston’s incentives with balance sheet strength and market‑relative returns .
- Reduced windfall risk: 2024 awards removed single‑trigger CoC vesting; PSUs/time‑based RSUs require continuation/assumption or qualify for vesting only if not continued in a CoC, limiting automatic acceleration risk .
- Retention risk: Severance of 2.5x salary+bonus plus pro‑rated bonus and COBRA provides strong retention economics; non‑compete up to 1 year (waivable by foregoing severance) moderates departure risk .
- Selling pressure signals: Multiple tranches vest in Mar 2025 and Mar 2026 and annually from Jan 18, 2025–2027; while blackout and preclearance mitigate opportunistic sales, these dates can create mechanical supply if shares are sold to cover taxes/portfolio rebalancing .
- Governance safeguards: Clawback policy, no option grants (reducing timing risk), ownership guideline compliance (>3x salary) and discouragement of speculative trades strengthen pay‑for‑performance discipline .
Notes on Data Sources and Definitions
- All information is extracted from SMC’s 2025 Definitive Proxy Statement (DEF 14A) filed April 10, 2025; specific section citations are noted alongside each data point .