Stephen M. Lipscomb Jr.

About Stephen M. Lipscomb Jr.

Stephen M. Lipscomb Jr. (age 41) is a Class III director of Summit Midstream Corporation, serving since December 2024; his current term expires at the 2027 annual meeting. He is an independent director, currently not assigned to any standing Board committees. He holds an MBA from the University of Texas (2013) and a BS in Mathematics and Engineering from Washington & Lee University (2006) .

Past Roles

External Roles

Board Governance

• Status and assignments:
  • Class III director; term expires 2027; independent director; no committee memberships .
  • Board/committee meetings held in 2024: Board (10), Audit (5), Compensation (3), Nominating, Governance & Sustainability (NGS) (5) .
• Attendance and engagement:
  • “Each member of the Board attended all of the quarterly meetings of the Board and his or her Board committees held during the period in which he or she was a member during 2024.” No member attended fewer than 75% of applicable meetings .
• Board leadership structure:
  • Combined Chair/CEO (J. Heath Deneke), with a Lead Independent Director (James J. Cleary) presiding over executive sessions; all committees are comprised of independent directors .

Fixed Compensation

• Note: The 2024 Director Compensation table lists paid amounts for several independent directors but does not include Mr. Lipscomb’s name; no individual director compensation amounts were disclosed for him for 2024 .

Performance Compensation

Other Directorships & Interlocks

• No other public-company directorships are disclosed for Mr. Lipscomb .
• Interlock/potential influence:
  • Mr. Lipscomb is a Partner at Tailwater Capital. Connect Midstream LLC, affiliated with Tailwater, beneficially owns 6,524,467 Class B Common Stock (100% of Class B) and combined voting power of 34.8% with common stock voting together, with Tailwater entities controlling governance of Connect Midstream .
  • Class B stockholders have contractual rights to elect Class B Directors under the Investor and Registration Rights Agreement and the Class B Certificate of Designation; Board composition includes up to four Class B Directors subject to ownership thresholds .
  • Mr. Lipscomb is disclosed as a Class B Director (Class III) with no committees .

Expertise & Qualifications

• Financial/investment expertise from JPMorgan, Brazos PE, Crestwood Equity Partners, and Tailwater Capital .
• Midstream and energy sector experience via Crestwood and Tailwater .
• Advanced education (MBA, quantitative undergraduate degree) .

Equity Ownership

• Ownership guidelines: Non-employee directors are expected to hold SMC stock equal to 3x annual cash retainer; directors must retain 100% of shares from LTIP grants until meeting guidelines. Company states that as of December 31, 2024, each covered director/officer exceeded the guidelines .
• Hedging: Directors are expected to avoid speculative trading (puts/calls); preclearance and blackout periods apply .
• Insider filing: Form 3 filed December 12, 2024 shows Mr. Lipscomb as director with no securities reported at that time .

Governance Assessment

• Independence and oversight:
  • Mr. Lipscomb is independent but holds no committee roles, limiting direct involvement in audit, compensation, or governance oversight .
• Attendance:
  • The Board reports full attendance at quarterly meetings for all members in 2024, meeting minimum engagement thresholds .
• Alignment and ownership:
  • Beneficial ownership disclosure shows no shares held personally as of April 1, 2025, which may signal lower direct “skin-in-the-game” despite Board ownership guideline expectations; monitor future filings for changes .
• Investor influence and potential conflicts:
  • As a Tailwater partner and Class B Director in a structure where Tailwater-affiliated Connect Midstream controls 34.8% combined voting power and Class B director election rights, oversight independence should be evaluated case-by-case for transactions involving Tailwater affiliates; Company reports no related-party transactions since Jan 1, 2024 and has a Conflicts Committee/Audit Committee policy framework .
• Shareholder sentiment:
  • 2025 say-on-pay support was favorable (For: 11,753,302; Against: 1,823,609), indicating broad support for compensation programs and governance at that time .

RED FLAGS

• Zero reported personal beneficial ownership as of April 1, 2025, despite non-employee director ownership guidelines (monitor for subsequent accumulation and compliance) .
• Significant investor control dynamics: Tailwater-affiliated Connect Midstream’s large voting position and Class B director designation rights present potential influence risks; ensure Conflicts Committee processes remain robust for any transactions touching Tailwater-related entities .

Appendix: Committee Landscape (for context)

Notes: Director compensation plan terms and meeting counts apply to independent directors generally; Mr. Lipscomb’s individual compensation was not specifically disclosed for 2024 in the Director Compensation table .