SEC Form DEF 14A filed by DT Midstream Inc.

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

DT Midstream, Inc.

500 Woodward Ave, Suite 2900

Detroit, Michigan 48226-1279

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of DT Midstream, Inc. (“DT Midstream”, the “Company”, “DTM”, “we” or “our”), which will be held on May 5, 2026 at 10:00 a.m., Eastern Time as a virtual meeting. You will be able to attend the meeting, vote and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/DTM2026 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting in person.

We are proud of our achievements in 2025, which include:

Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone or mail.

On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

March 26, 2026

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/DTM2026 and entering the control number included on your proxy card.

The Board of Directors set March 11, 2026 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2025 and the 2026 Proxy Statement are available free of charge at: www.proxyvote.com.

By order of the Board of Directors,

 

Executive Vice President, General Counsel and Corporate Secretary

March 26, 2026

You may contact the Company’s proxy solicitor for additional information at:

Sodali LLC

333 Ludlow Street, 5^th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: [email protected]

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of DT Midstream, Inc. (“DT Midstream,” “DTM”, the “Company,” “we,” “us” and “our”) will take place on May 5, 2026 at 10:00 a.m., Eastern Time.

The Annual Meeting will be a completely virtual meeting of stockholders held solely through an audio webcast live over the Internet. There will be no physical meeting location. The Board believes that holding the Annual Meeting in a virtual format provides convenient access for all of our stockholders to attend with fewer logistical issues and less expense than an in-person meeting, supporting an efficient use of the Company’s resources. Please go to www.virtualshareholdermeeting.com/DTM2026 for instructions on how to attend and participate in the Annual Meeting. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Stockholders as of the Record Date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m., Eastern Time, on May 5, 2026. We encourage you to access the Annual Meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered the “stockholder of record,” with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

Only holders of the Company’s common stock as recorded in our stock register at the close of business on March 11, 2026, may vote at the Annual Meeting. On March 11, 2026, there were 102,014,118 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

The Company’s Board of Directors (“Board of Directors” or the “Board”) knows of no additional matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

For Proposal 1, you may vote “For All”, “Withhold All”, “For All Except” or abstain from voting with respect to each nominee to the Board. For each of Proposal 2, Proposal 3 and Proposal 4, you may vote “For”, “Against” or abstain from voting.

If you are a stockholder of record as of the Record Date, you may vote during the Annual Meeting by (i) attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/DTM2026 and following the instructions, or (ii) by proxy (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903 or (z) by signing, dating and returning the proxy card in the enclosed envelope. Whichever method you use, giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representatives named in the proxy card will vote your shares in favor of the director nominees identified in this proxy statement for Proposal 1, in favor of approving the ratification of the appointment of PwC as our independent registered public accounting firm for fiscal year ending December 31, 2026 for Proposal 2, in favor of approving, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers for Proposal 3 and against Proposal 4, if properly presented at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote during the Annual Meeting if you have already voted by proxy and want to change how you previously voted.

If you are a beneficial owner and hold shares through another party, such as a bank or brokerage firm, you may receive materials from them asking how you want to vote. Simply follow the instructions to ensure that your vote is counted. To vote at the Annual Meeting you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank or other agent included with the notice, or contact your broker, bank, or other agent.

You may receive more than one set of proxy materials depending on how you hold your shares. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

A stockholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet or by delivering to the Corporate Secretary of the Company a revocation of the proxy in writing so that it is received by the Company at 500 Woodward Ave, Suite 2900, Detroit, Michigan 48226-1279 prior to the Annual Meeting.

A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

These proxy materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to stockholders on or about March 26, 2026. We have engaged Sodali & Co., which we refer to as “Sodali”, to assist in the solicitation of proxies for the Annual Meeting. We have agreed to pay Sodali a fee of $14,000. We will also reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

The vote required for Proposal 1 for the election of directors by stockholders shall be the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative ‘for’ votes will be elected. Abstentions and “broker non-votes” (as defined below) will not count as votes ‘for’ a nominee.

Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the Company’s common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposal 2, an abstention will have the same effect as a vote against the proposal because an abstention represents a share considered present and entitled to vote.

Approval of Proposal 3 requires the affirmative vote of the holders of a majority of the voting power of the Company’s common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposal 3, an abstention will have the same effect as a vote against the proposal because an abstention represents a share entitled to vote. Proposal 3 is advisory only and will not be binding on the Company or the Board. The Organization and Compensation Committee (“O&C Committee”) values the opinions of all of our stockholders and will take into account the outcome of the vote when considering future executive compensation arrangements.

Approval of Proposal 4 requires the affirmative vote of the holders of a majority of the voting power of the Company’s common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposal 4, an abstention will have the same effect as a vote against the proposal because an abstention represents a share entitled to vote.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If you do not give instructions for Proposal 2 to ratify selection of the Company’s independent registered public accounting firm, the broker may vote your shares at its discretion. For the remaining

proposals, including the election of directors, the broker cannot vote your shares at all. When that happens, it is called a “broker non-vote.” Broker non-votes are counted in determining the presence of a quorum at the meeting, but they will have no effect on the voting for Proposal 3 and Proposal 4 because they do not represent shares present and entitled to vote.

In order to carry on the business of the meeting, we must have a quorum. This means that the holders of a majority of the voting power of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, present or represented by proxy, shall constitute a quorum at the Annual Meeting. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

 

 

 

The following sets forth certain information, as of March 11, 2026, for each of our directors. Each person named below became a director of the Company on July 1, 2021, the date DT Midstream was separated from DTE Energy Company (“DTE Energy”) in a spin-off (the “Spin-Off”) and began operations as a stand-alone publicly traded company with the exception of David Slater who became a director of the Company on June 3, 2021, Dwayne Wilson who became a director of the Company on June 16, 2021 and Angela Archon who became a director of the Company on March 7, 2023. Each of our directors is a nominee for election as a director at this Annual Meeting. Reference in this proxy statement to Chairman shall include reference to the Executive Chairman.

Our Amended and Restated Bylaws (the “Bylaws”) provide that a majority of the directors constituting the Board shall constitute a quorum for the transaction of business.

The Board met seven times in 2025. No director attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings of all committees on which each such director served that were held during the period in which such director served.

We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. All of our directors attended the annual meeting in 2025.

The Board has adopted the Categorical Standards for Director Independence (the “Independence Standards”), which, in accordance with the New York Stock Exchange (the “NYSE”) listing standards, require the Board to consist of a majority of independent directors. Pursuant to the Independence Standards, the Board must affirmatively determine that a director has no material relationship with DT Midstream, either directly or indirectly, or as a partner, stockholder or officer of an organization that has a relationship with DT Midstream.

A director for whom any of the following is true will not be considered independent:

The Board has affirmatively determined, after applying these standards and considering all relevant facts and circumstances, that all of our directors other than Robert Skaggs, Jr. and David Slater qualify as independent and have no material relationship with DT Midstream. The independent directors are Angela Archon, Stephen Baker, Elaine Pickle, Peter Tumminello and Dwayne Wilson. Robert Skaggs, Jr. and David Slater are not independent directors and may be deemed to be affiliates of DT Midstream under the categorical standards. Robert Skaggs, Jr. is not considered independent due to his previous employment with the Company in the past three years. David Slater is not considered independent due to his role as Chief Executive Officer of DT Midstream. No material relationships exist that the Board was required to consider when determining the independence of the directors other than Robert Skaggs, Jr. and David Slater.

Independent directors meet in executive session in which independent directors meet without the presence or participation of management at most regular Board meetings and meet in executive session at other times whenever they believe it is appropriate. Stephen Baker as the Lead Independent Director chairs the executive sessions of the independent directors.

No member of our O&C Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the compensation committee (or other Board committee performing similar functions or, in the absence of any such committee, the entire Board) of another entity, any of whose executive officers served on the O&C Committee of DT Midstream.

Our Governance Guidelines establish recommendations for director education. All new members of the Board are encouraged to participate in the Company’s orientation program for directors, which includes training on the Company’s structure, business policies, financial reporting and key regulatory issues. The Corporate Governance Committee evaluates the background of each new director and may, if it deems appropriate, request that the new director attend at least one director education program within one year after the date of their election. New directors also conduct visits to some of the Company’s sites of operation and have meetings with key people at the Company, including management, to help facilitate the onboarding process. As of the Record Date, all of our directors have completed the Company’s director orientation and education program. In addition, all directors are encouraged to participate in continuing education programs to enhance their skills, assist in fulfilling their responsibilities and stay current and knowledgeable about the business of the Company including through programs such as the American Gas Association Rate School, NACD Directorship Certification Program and Cyber-Risk Oversight Certification Program, and periodic trainings conducted by third-party experts.

Our Board has an Audit Committee, O&C Committee, Corporate Governance Committee, Finance Committee and Environmental, Social and Governance Committee (“ESG Committee”). The Board committees act in an advisory capacity to the full Board, except that the O&C Committee has direct responsibility for the Chief Executive Officer’s goals, performance and compensation along with compensation of other executive officers, and the Audit Committee has direct responsibility for appointing, replacing, compensating and overseeing the independent registered public accounting firm. Our Board has adopted a written charter for each of the standing committees that clearly establishes the committees’ respective roles and responsibilities, which is posted to our website at dtmidstream.com/company/governance. The Board has determined that each member of the Audit, O&C and Corporate Governance Committees is independent under our Independence Standards.

Our Audit Committee consists of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Ms. Pickle serving as chair and as the audit committee financial expert. The Board has determined that each member of the Audit Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to audit committee members. The Audit Committee met five times during 2025.

The Audit Committee was established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” The responsibilities of our Audit Committee are more fully described in our Audit Committee charter. Among other duties, our Audit Committee:

The Audit Committee has at least three members and consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE and Rule 10A-3 under the Exchange Act and under our categorial standards. Each member of the Audit Committee is financially literate, and at least one member of the Audit Committee has accounting and related financial management expertise and satisfy the criteria to be an “audit committee financial expert” under the rules and regulations of the SEC, as those qualifications are interpreted by our Board in its business judgment.

Our O&C Committee consists of Ms. Archon, Ms. Pickle and Mr. Wilson, with Mr. Wilson serving as chair. The Board has determined that each member of the O&C Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to compensation committee members. The O&C Committee met six times during 2025.

The O&C Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE, Rule 10C-1 under the Exchange Act and under our categorical standards and are “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act). The responsibilities of our O&C Committee are more fully described in our O&C Committee charter. Among other duties, our O&C Committee:

Our Corporate Governance Committee consists of Ms. Archon, Mr. Baker and Mr. Wilson, with Ms. Archon serving as chair. The Corporate Governance Committee met four times during 2025.

The Corporate Governance Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the listing standards of the NYSE and under our categorical standards.

The responsibilities of our Corporate Governance Committee are more fully described in our Corporate Governance Committee charter. Among other duties, our Corporate Governance Committee:

Our Finance Committee consists of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Mr. Baker serving as chair. The Finance Committee met seven times during 2025.

The responsibilities of our Finance Committee are more fully described in our Finance Committee charter. Among other duties, our Finance Committee:

Our ESG Committee consists of Ms. Archon, Mr. Tumminello and Mr. Wilson, with Mr. Tumminello serving as chair. The ESG Committee met four times during 2025.

The responsibilities of our ESG Committee are more fully described in our ESG Committee charter. Among other duties, our ESG Committee:

We have adopted a competitive compensation program for our non-employee directors to enable us to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our shares of common stock to further align their interests with those of our stockholders. Directors who are also employees of DT Midstream do not receive any additional compensation for their services as directors.

Our non-employee directors’ annual compensation consists of the following cash and equity-based compensation components:

The following table sets forth information concerning the compensation of the Company’s non-employee directors who received compensation for 2025.

In addition, we require that each non-employee director, within five years after initial election to the Board, own shares of the Company’s common stock having a value equal to five times their total annual cash retainer. In addition to directly owned shares, restricted stock units are counted toward the fulfillment of this ownership requirement. All of our directors are on track to meet this requirement within the five-year period.

At DT Midstream, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our stockholders. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight and oversight to advance the interests of DT Midstream and our stockholders. We strive to maintain sound governance standards, as reflected in our Governance Guidelines, Code of Business Conduct and Ethics, our systematic approach to risk management and our commitment to transparent financial reporting and strong internal controls.

The following documents are available on the Corporate Governance section of our website, dtmidstream.com/company/governance, where you can access information about corporate governance at DT Midstream:

The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings we make with the SEC.

DT Midstream recognizes that being innovative is necessary for our continued growth. We currently employ approximately 580 employees, exclusive of our student intern program. All of our employees are in the U.S., with our headquarters in Detroit, Michigan. None of our employees are covered by collective bargaining agreements. We believe that our employee relations are good.

Our human capital resources objectives continue to center around employee engagement, strengthening our culture, and leadership development. We accomplish this through our annual engagement survey and training focused on our Know, Support and Respect priorities discussed below. We maintain and grow our team through practices that help us identify and hire new talent, as well as incentivize and retain our existing employees. Our employees have access to online learning resources, tuition reimbursement programs, and formal leadership development programs for emerging leaders identified at various levels within our corporate structure. In conjunction with our Board’s succession planning review described below under “The Board’s Role in Strategy and Succession Planning”, our executive leadership team meets annually with the O&C Committee to discuss executive leadership succession planning, including successor candidates and emerging leaders for senior management positions within the Company.

DT Midstream is committed to building an empowered and engaged team that delivers safe and reliable service to our customers. We integrate these practices into our overall operating model and focus on the outcomes of Knowing, Supporting, and Respecting one another. We regularly review our geographical availability, representation demographics and engagement scores and we evaluate our success based on our ability to advance our Know, Support and Respect priorities:

The health and safety of people, including our employees, contractors, customers, and the communities we serve is our top priority. Our safety culture is maintained and strengthened by our safety team, which monitors events, compliance and training activities.

We monitor our safety performance with leading and lagging indicators, such as safety observations, near-misses and the OSHA recordable injury metrics.

Our human capital resources objectives include recruiting, incentivizing, fostering belonging and retaining top talent. To achieve this, we offer all employees competitive compensation packages, annual and long-term incentive programs, defined contribution retirement savings plans and an employer contribution match, as well as paid time off, medical, dental, vision and other employee benefits. We review our compensation practices annually to ensure that pay is fair and internally equitable. For additional information on the metrics used in our incentive plans, see the section titled “Annual and Long-Term Incentives”.

We believe our Board should be comprised of directors who have had high-level executive experience, have been directors on other boards, or worked extensively with public company boards and have been tested through economic downturns and crises. Industry experience, regional relationships and a broad diversity of experience and backgrounds are also factors in Board nominee selection. Although we have not adopted a formal diversity policy, we value the diversity of our Board. The Board’s Governance Guidelines reflect our belief that its membership should possess diverse perspectives, skills, experiences, backgrounds and personal attributes, and we consider those factors in the identification and evaluation of candidates for Board membership.

The Corporate Governance Committee considers candidates who have been properly nominated by stockholders, as well as candidates who have been identified by Board members and DT Midstream personnel. In addition, the Corporate Governance Committee may use a search firm to assist in the search for candidates and nominees and to evaluate the nominees’ skills against the Board’s criteria. Potential candidates are reviewed and evaluated by the Corporate Governance Committee, and selected candidates go on to be interviewed by one or more Corporate Governance Committee members. An invitation to join the Board is extended by the Board itself, through the Executive Chairman and the Chair of the Corporate Governance Committee.

Under our Bylaws, a group of up to 20 stockholders owning 3% or more of DT Midstream’s outstanding common stock continuously for at least three years may nominate and include in our proxy materials a candidate for the Board, which we refer to as a “Stockholder Nominee”, provided that the stockholder(s) and the Stockholder Nominee satisfy the requirements specified in our Bylaws. The total number of Stockholder Nominees that we must include in our proxy materials in a given year shall not exceed the greater of (i) two or (ii) 20% of the number of directors in office at the time of the nomination.

The Corporate Governance Committee routinely reviews our governance practices and board leadership structure. Our Bylaws provide that the Chairman may simultaneously serve as the Chief Executive Officer of the Company and shall preside at all meetings of the Board. Our Bylaws also provide that the independent members of the Board may elect an independent director as Lead Independent Director, which has been our practice.

The Board, in accordance with the Company’s Governance Guidelines, will determine whether these positions should be held by the same individual or separate individuals. Robert Skaggs, Jr. served as Chairman of the Board of Directors until his resignation from the position of Chairman on January 27, 2026. Following Mr. Skaggs’ resignation from the role of Chairman, the Board appointed David Slater, the Company’s President and Chief Executive Officer, as Executive Chairman of the Board effective January 28, 2026. Mr. Slater resigned from the role of President as of the same date, but remained the Company’s Chief Executive Officer. The Board believes this structure provides an effective balance between strong company leadership and appropriate oversight by independent directors. The Board members have considerable experience and knowledge regarding the Company’s industry and the opportunities and challenges facing the Company. As such, we believe that the Company is well-served by this leadership structure.

In order to promote thoughtful oversight, independence, and overall effectiveness, the Company’s Governance Guidelines provide that the Board may elect a director from among its independent directors as Lead Independent Director by a majority vote of the independent directors. Stephen Baker has been serving as Lead Independent Director since March 7, 2023. As Lead Independent Director, Mr. Baker’s responsibilities include the following:

The Board evaluates its performance on an annual basis, the process of which is overseen by the Corporate Governance Committee. The evaluation is an assessment of the Board’s contribution as a whole, as well as a review of specific areas where the Board and management believe that the Board can better contribute or can better utilize more effective operational practices. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. Each Board member performs an annual peer review of the other directors who have served one year or more. The results of the Board and committee self-assessments are discussed with the Board and each committee, respectively. The results of the individual peer review are reviewed by the Chairman of the Board or Lead Independent Director and discussed with the Board.

Additionally, the O&C Committee of the Board annually evaluates the performance of the Chief Executive Officer. Either the Chair of the O&C Committee or the Lead Independent Director discusses the results of such evaluation with the non-management directors in an executive session and communicates the results thereafter with the Chief Executive Officer. The evaluation is based on both objective and subjective criteria. Some of the factors upon which the Chief Executive Officer will be evaluated include corporate performance, development of management and the accomplishment of annual objectives and long-term strategic goals. The O&C Committee factors this evaluation when considering the compensation of the Chief Executive Officer.

In accordance with our Certificate of Incorporation, each director is elected annually for a term of one year.

The Board has not established term limits for directors. We assure the independence and ongoing effectiveness of each independent director through the individualized peer assessment process described above, in which each Board member annually undergoes a rigorous evaluation by the other members. In addition, the Corporate Governance Committee of the Board has established policies that directors (other than current or retired chief executive officers of DT Midstream or our subsidiaries) shall not stand for election after attaining the age of 72 and directors who are current or retired chief executive officers of DT Midstream or our subsidiaries shall not stand for election after attaining the age of 70, in either case, unless the Board waives such age limit when circumstances exist which make it prudent to continue the service of the particular director. Except for the Chief Executive Officer and Executive Chairman, who may continue to serve as a director after retirement, any other employees who are also directors will not stand for re-election after retiring from employment with DT Midstream.

In 2026, the Board, in consultation with the Corporate Governance Committee, determined that it is in the best interest of the Company and its stockholders to waive the retirement age of 72 with respect to Mr. Skaggs for a period of two years. Mr. Skaggs has served on the Board of the Company since 2021. He has over 35 years of industrial experience, especially in the FERC-regulated pipeline sector. Furthermore, he has deep institutional knowledge of DTM and provides strong continuity of leadership. In granting the waiver, the Corporate Governance Committee and the Board considered, among other benefits, an appropriate amount of time to develop and mentor a new chairman, maintaining a strong continuity of leadership on the Board, and, given the recent Interstate Pipelines acquisition, his robust FERC-regulated pipeline experience. The Corporate Governance Committee and the Board believe that Mr. Skaggs’ deep knowledge of the Company’s business and industry, and his significant ongoing contributions will continue to be of value to the Board and in the best interests of the Company and its stockholders.

The Board reviews the Company’s financial performance on a regular basis at Board meetings and through regular updates from management. The Board also periodically reviews and assesses the Company’s short and long-term strategy and performance, on both an absolute basis and in relation to the performance, practices and policies of its peers.

The Board also reviews the Company’s succession planning, including succession planning in the case of the incapacitation, retirement or removal of the Chief Executive Officer. In that regard, the Chief Executive Officer keeps the Board and the O&C Committee informed of management’s recommendations regarding succession plans, including through an annual report to the Board and O&C Committee on recommending and evaluating potential successors, along with a review of any development plans recommended for such individuals. The Chief Executive Officer provides to the Board, on a continuing basis, his recommendation as to a successor in the event of an unexpected emergency. The Corporate Secretary is the custodian of

this confidential recommendation. The Board also reviews succession planning with respect to the Company’s other key executive officers and ensures that directors have substantial opportunities to engage with successor candidates, including emerging leaders. The Board has access to external consultants, as needed.

Each Board committee is responsible for overseeing and considering risk issues relating to their respective committee which includes the following:

All Board committees meet periodically with members of senior management to discuss the relevant risks and challenges facing DT Midstream. In addition to its regularly scheduled committee meetings, the Audit Committee meets with the Chief Financial Officer, the Chief Audit Executive and Chief Risk Officer and the independent registered public accounting firm in executive sessions at least semi-annually and meets with the General Counsel and the Chief Ethics and Compliance Officer at least annually in separate executive sessions. DT Midstream’s Chief Audit Executive and Chief Risk Officer attends all Audit Committee meetings. The Chief Audit Executive and Chief Risk Officer and Chief Financial Officer meet annually with either the Audit Committee or the full Board to update the members on DT Midstream’s enterprise-level risk management. The Chief Audit Executive and Chief Risk Officer and the Chief Financial Officer also periodically meet with the other Board committees and the full Board as may be required.

We also utilize an internal Executive Committee, which is chaired by the Chief Executive Officer and is comprised of the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Administrative Officer and other senior officers. Among other things, the internal Executive Committee directs the ongoing management of a comprehensive set of enterprise level risks, including the establishment and regular review of risk mitigation efforts.

We believe that the committee structure of risk oversight is in the best interests of DT Midstream and our stockholders. Each committee member has expertise on risks relative to the nature of the committee on which he or she sits. The entire Board is in a position to assess the overall risk implications, to evaluate how they may affect DT Midstream and to provide oversight on appropriate actions for management to take. When granting authority to management, approving strategies and receiving management reports, the Board and committees consider, among other things, the risks we face.

Our Board has adopted a written policy regarding the review, approval and ratification of transactions with related parties. This policy provides that our Corporate Governance Committee shall conduct a reasonable prior review and maintain oversight of all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act for potential conflicts of interest and will prohibit such a transaction if it determines it to be inconsistent with the interests of DT Midstream and its stockholders. The Corporate Governance Committee is also responsible for reviewing such other transactions of DT Midstream in which any “related party” had, has or will have a direct or indirect material interest. In general, “related parties”

are our directors, director nominees, executive officers and stockholders beneficially owning more than 5% of our outstanding common stock and immediate family members or certain affiliated entities of any of the foregoing parties. Our Corporate Governance Committee will approve or ratify only those transactions that are fair and reasonable to DT Midstream and in DT Midstream and its stockholders’ best interests.

A director may not be involved in a business transaction in which the director has a conflict of interest with DT Midstream. Anything that could present a conflict of interest for a director may also present a conflict of interest if it is related to a member of his or her immediate family. Because potential conflicts of interest may not always be clear cut, directors, individuals subject to Section 16 of the Exchange Act and senior executive officers will be expected to disclose any material transaction or relationship that involves, or may involve, a conflict of interest or potential conflict of interest with DT Midstream promptly to the chair of DT Midstream’s Corporate Governance Committee or the Executive Chairman of the Board, who may consult with legal counsel, as appropriate.

We have established several methods for stockholders or other non-affiliated persons to communicate their concerns to our directors. Concerns regarding auditing, accounting practices, internal controls, or other business ethics issues may be submitted to the Audit Committee through its reporting channel:

Any other concern may be submitted to the Corporate Secretary by mail for prompt delivery to the Lead Independent Director at: Lead Independent Director, c/o Corporate Secretary, DT Midstream, Inc., 500 Woodward, Suite 2900, Detroit, Michigan 48226.

The Board and management of the Company take seriously their responsibilities and obligations to exhibit the highest standards of behavior relative to trading our stock. The Company has adopted an Insider Trading Policy applicable to all of the Company’s and its subsidiaries’ employees, officers, directors and contract personnel with respect to transactions in the Company’s securities. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. While the Company has not adopted a formal policy governing insider trading restrictions on the Company itself, as a matter of practice the Company observes similar procedures and restrictions, including the potential existence of material non-public information, with respect to transactions by the Company in its securities, including repurchases of common stock. The Company also maintains policies which expressly prohibit hedging Company securities by all officers and directors of the Company. Our Governance Guidelines prohibit directors from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for any loan or indebtedness and our Officer Code of Business Conduct and Ethics prohibit officers from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for any loan or indebtedness. These prohibitions include, but are not limited to, holding such shares in a margin account.

Section 16(a) of the Exchange Act requires DT Midstream’s directors and executive officers and persons who own more than 10% of a registered class of DT Midstream’s equity securities to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of such equity securities of DT Midstream. To DT Midstream’s knowledge, based upon the reports filed and written representations regarding reports required during the fiscal year ended December 31, 2025, no executive officer or director of DT Midstream failed to file reports required by Section 16(a) on a timely basis except that a Form 4 reporting the acquisition of 1,363.797 shares of our common stock by Robert Skaggs, Jr. was filed late due to an inadvertent omission on March 12, 2025.

The Board has nominated the following seven director candidates, each of whom currently serve as our directors, to hold office until our 2027 annual meeting of stockholders: Angela Archon, Stephen Baker, Elaine Pickle, Robert Skaggs, Jr., David Slater, Peter Tumminello and Dwayne Wilson.

The Company representatives named in the proxy card intend to vote for the election of each of the director nominees above, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees.

For details regarding the qualifications and the specific experiences, qualifications and skills of each of our director nominees, see the section titled “Our Board of Directors.”

Approval of Proposal No. 1 requires the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative “for” votes will be elected. Abstentions and broker non-votes will have no effect on the election of directors.

The Audit Committee of the Board has approved the retention of PwC as our independent registered public accountants for the fiscal year ending December 31, 2026. We are asking that you ratify that appointment, although your ratification is not required. A PwC representative will attend the Annual Meeting and have an opportunity to make a statement if he or she desires and will be available to respond to appropriate questions from stockholders.

The following table presents fees for services rendered by PwC during the fiscal years ended December 31, 2025 and December 31, 2024:

The Audit Committee has determined that the non-audit services rendered by PwC were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

These amounts represent fees of PwC for the integrated audit of our annual consolidated financial statements and internal control over financial reporting, the review of quarterly consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, comfort letters and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements.

There were no audit-related fees billed by PwC for fiscal years 2025 and 2024.

Tax fees generally consist of tax compliance and tax planning services. Tax compliance services consist of preparing tax returns. Tax planning services consist of interpretation of tax law and regulations in applicable tax jurisdictions.

The Audit Committee reviews the independence of our independent registered public accounting firm on an annual basis and has determined that PwC is independent. In addition, the Audit Committee pre-approves all work and fees that are performed by our independent registered public accounting firm.

Approval of Proposal No. 2 requires the affirmative vote of a majority of the voting power of the Company’s common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Abstentions will be counted as votes “AGAINST” this proposal.

The following Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent the Company specifically incorporates such information by reference.

The Audit Committee has reviewed and discussed with DT Midstream’s management, internal auditors, and PwC the audited consolidated financial statements and the reporting process, including the systems of internal controls, of DT Midstream contained in DT Midstream’s Annual Report on Form 10-K for the year ended December 31, 2025. The Audit Committee has also discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from management and DT Midstream.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in DT Midstream’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

Section 14A of the Securities Exchange Act of 1934 requires the Company to provide stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers as described in the “Compensation Discussion and Analysis” (“CD&A”) section of this proxy statement and in the tabular and narrative disclosure regarding Named Executive Officer compensation, all contained under the heading “Executive Compensation” in this proxy statement.

The Company’s executive compensation program is designed to include elements of cash and equity-based compensation to motivate and reward executives who achieve short-term and long-term corporate and financial objectives leading to the success of the Company. We emphasize competitive, performance-based compensation to attract and retain talented executives and align the interests of our executives with those of our stockholders.

Our executive compensation programs have been important in driving the Company’s success in achieving its corporate and financial objectives by tying executive compensation to achieving very specific goals in each of our key priority areas.

The O&C Committee employs high standards of corporate governance when implementing and reviewing our executive compensation programs. The O&C Committee ensures independence of committee members and compensation consultants, avoids conflicts of interest and provides stockholder disclosure in accordance with SEC and NYSE requirements.

For these reasons, the Board recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the overall executive compensation paid to the Named Executive Officers of the Company, as described in the Compensation Discussion and Analysis and the tabular and narrative disclosure regarding Named Executive Officer compensation contained in this proxy statement.”

Because this vote is advisory, it will not be binding upon the Company or the Board. The O&C Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board welcomes dialogue on the topics presented in the Rule 14a-8 stockholder proposal presented below. We strive to communicate proactively and transparently on these and other issues of interest to the Company and its stockholders. The following stockholder proposal may contain assertions about the Company that we believe are incorrect. The Board has not attempted to refute all such assertions. However, the Board has considered the proposal and recommends a vote based on the specific reasons set forth in the Board response. The Board urges stockholders to read this proxy statement and the Annual Report as well as the other information presented on the Company’s website.

Mr. John Chevedden, located at 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, has been the beneficial owner of more than $2,000 in shares of the Company’s common stock for at least three years prior to submission of its proposal and has notified the Company of his intention to present the following proposal at the Annual Meeting. The Company is not responsible for the accuracy or content of the proposal, which is presented as received from the proponent in accordance with SEC rules.

Proposal 4 – Shareholder Right to Act By Written Consent

 

Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which DT Midstream shareholders hold their DTM shares). This includes shareholder ability to initiate any appropriate topic for written consent.

DTM shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for DTM shareholders to call for a special shareholder meeting.

Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting.

Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting - yet DTM made the threshold 25% of shareholders based on all shares outstanding and then excluded all DTM shares that were not long-term shares, which excludes the DTM shares most likely to call for a special shareholder meeting.

Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when DTM is underperforming.

Please vote yes:

Proposal 4

Approval of Proposal 4 requires the affirmative vote of the holders of a majority of the voting power of the Company’s common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For Proposal 4, an abstention will have the same effect as a vote against the proposal because an abstention represents a share entitled to vote.

After careful deliberation, the Board has concluded that adopting a stockholder right to act by written consent is neither necessary nor in the best interests of the Company and its stockholders as it would allow a small minority to initiate action without prior notice or disclosure to other stockholders, depriving DT Midstream stockholders from being consulted on significant matters concerning their investment in DT Midstream.

The Company believes that every stockholder’s vote is important and deserves consideration. Allowing action by written consent, without holding stockholder meetings, would permit a small group of stockholders to initiate action without any prior notice or disclosure to other stockholders. This concern is particularly significant, given that stockholders with short-term or special interests would be given the opportunity to unilaterally approve actions that are not in the best interests of all stockholders. Action by written consent is less transparent, and deprives stockholders from the opportunity to deliberate, exchange views or inquiries, and consider arguments for and against any action. Permitting stockholder action by written consent could also lead to substantial confusion and disruption for stockholders and management, with potentially multiple, even conflicting, written consents being solicited by multiple stockholder groups concurrently.

We believe our special meeting provision and proxy access right provide stockholders access and standing to raise important matters while also protecting the interests of all DT Midstream stockholders. The Company’s Bylaws allow stockholders of record of at least 25% of the outstanding shares of the Company’s Voting Stock (as defined in the Certificate of Incorporation) for a minimum of one full year prior to the date of such request to request to call a special meeting. The right to request to call a special meeting empowers stockholders to raise matters of extraordinary concern on an expedited basis instead of waiting for an annual stockholder meeting. The Board believes that the 25% ownership threshold and one-year holding period to request a special meeting of stockholders strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could request that the Company call one or more special meetings of stockholders that could result in unnecessary financial expense and disruption to the Company’s business. In addition, the Company has implemented a proxy access stockholder right for stockholders to nominate candidates for the Board and have them included in the Company’s proxy statement. This right permits long-term stockholders of the Company a practical mechanism to raise concerns and influence board composition.

The Board believes that this proposal should be viewed in the context of our robust corporate governance and track record of responsiveness to stockholder concerns. Our practices and policies, which enhance Board accountability, include:

In addition, the Company maintains regular, year-round engagement with its stockholders regarding strategy, governance, compensation and sustainability matters.

In light of stockholders’ existing right to request to call special meetings at a 25% ownership threshold and one-year holding period, as well as the Board’s evident commitment to effective and robust corporate governance, the Board believes that adoption of this stockholder proposal is unnecessary and not in the best interests of DTM and its stockholders.

The following table and accompanying narrative present information, as of March 11, 2026, regarding the individuals who serve as executive officers of DT Midstream.

The following narratives and tables discuss the compensation paid in 2025 to our Chief Executive Officer, Chief Financial Officer and our other three most highly compensated executive officers during 2025, whom we refer to collectively as our “Named Executive Officers” or “NEOs.” Our Named Executive Officers were determined based on the compensation earned during 2025, as shown in the “Summary Compensation Table” below. Our Named Executive Officers during 2025 were:

Our compensation philosophy is designed to align the interests of our executive officers with those of our stockholders by providing pay that is directly linked to the achievement of performance goals established to foster the creation of sustainable long-term stockholder value. At the root of our compensation philosophy is the use of variable, at-risk compensation that connects pay outcomes with superior results and growth execution.

The Company believes in executive compensation that is competitive with our peers, has meaningful performance components, and has equity-based elements to encourage executives to maintain an appropriate ownership interest in the Company. Our performance-based compensation programs result in most of the compensation of our Chief Executive Officer being linked to the achievement of a combination of short-term and long-term Company and personal goals, and stockholder value creation.

The following elements comprise the total compensation awarded to our Named Executive Officers:

At the Company’s 2025 annual meeting, our stockholders were asked to approve, on an advisory basis, the compensation of the Named Executive Officers. Advisory votes in favor of our executive compensation program were cast by approximately 95.6% of the shares of common stock counted as present and entitled to vote at such meeting. We have considered this voting result, and as explained below, our compensation policies and decisions continue to be focused on driving our strategy and financial performance and aligning the interests of management with the interests of stockholders.

The Company’s compensation programs are designed to clearly align performance objectives for our Named Executive Officers with the interests of stockholders and with management’s system of priorities. Our executive compensation philosophy is to motivate and reward executives who achieve short-term and long-term corporate and financial objectives leading to the success of the Company. We will continue to emphasize performance-based compensation for results that are consistent with stockholder and customer interests. The main objectives underlying this philosophy are:

Our compensation programs are competitive and well-governed. We adopt best practices that make sense for our Company and industry, and avoid pay practices that are inconsistent with our pay-for-performance structure.