UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

☒	Filed by the Registrant

☐	Filed by a Party other than the Registrant

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

DT MIDSTREAM, INC.

(Name of Registrant as Specified in Its Charter)

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

TABLE OF CONTENTS

DT Midstream, Inc.

500 Woodward Ave, Suite 2900

Detroit, Michigan 48226-1279

Dear Stockholder:

You are invited to attend the 2024 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 10, 2024 at 9:00 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.proxyvote.com 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 2023, which include:

•	Deploying, building and commissioning approximately $700 million in capital growth projects (largest organic construction in our history) on time and on budget including completing Phases 1 and 2 of the Haynesville System expansion (LEAP) ahead of schedule;

•	Executing a commercial agreement and completing construction of a new gathering trunkline for the Ohio Utica Gathering; and

•	Advancing the carbon capture and sequestration project in Louisiana through filing the Class V test well permit application with the Louisiana Department of Natural Resources.

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,


David Slater President and Chief Executive Officer			Stephen Baker Lead Independent Director

March 28, 2024

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders of DT Midstream, Inc.

Date and Time:

May 10, 2024

Time:

9:00 a.m., Eastern Time

Place:

Online at www.virtualshareholdermeeting.com

/DTM2024

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/DTM2024 and entering the control number included on your proxy card.

Items of Business:

	•			To elect seven directors from the nominees described in the proxy statement;
	•			To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year ending December 31, 2024;
	•			To approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers; and
	•			To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

Record Date:

The Board of Directors set March 13, 2024 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.

Voting:

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.

TABLE OF CONTENTS

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, 2023 and the 2024 Proxy Statement are available free of charge at: www.proxyvote.com.

By order of the Board of Directors,

Wendy Ellis

Executive Vice President, General Counsel and Corporate Secretary

March 28, 2024

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

Morrow 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: DTM.info@investor.morrowsodali.com

TABLE OF CONTENTS

Table of Contents

	General Information			1
	The Annual Meeting			1
	Voting Rights			1
	Items of Business			1
	Voting Recommendation of the Board			2
	How to Vote			2
	Revoking a Proxy			2
	Solicitation			3
	Votes Required			3
	Quorum			3

	Board of Directors			4
	Our Board of Directors			5
	Board Meeting Quorum Requirements			10
	Director Independence and Categorical Standards			10
	Executive Sessions			11
	Compensation Committee Interlocks and Insider Participation			11
	Director Continuing Education and Orientation			11
	Committees of the Board			11
	Director Compensation			14
	Director Compensation Table for 2023			15

	Corporate Governance			16
	Our Commitment to Sound Corporate Governance			16
	Criteria for Board Membership			16
	Board Leadership Structure			17
	Assessment of Board and Committee Performance			17
	Terms of Office			17
	The Board’s Role in Strategy and Succession Planning			18
	Board Risk Oversight Functions			18
	Procedures for Approval of Related Party Transactions			19
	Communications with the Board			19
	Insider Trading, Anti-Hedging and Anti-Pledging Policies			20
	Delinquent Section 16(a) Reports			20

	PROPOSAL 1 — Election of Directors			21
	Vote Required			21

	PROPOSAL 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			22
	Vote Required			23

	Audit Committee Report			24

DT Midstream

i

2024 Proxy Statement

TABLE OF CONTENTS

	PROPOSAL 3 — Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers			25

	Management			26
	Executive Officers			26

	Executive Compensation			28
	Compensation Discussion and Analysis			28
	Executive Summary			28

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SEC Form DEF 14A filed by DT Midstream Inc.