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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of DT Midstream, Inc. (“DT Midstream”, the “Company”, “we” or “our”), which will be held on May 6, 2022 at 11:00 a.m., Eastern Time as a virtual meeting. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. 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 physically in person.

The Annual Meeting marks our first as a stand-alone company. We are proud of our achievements in 2021, 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 24, 2022

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/DTM2022 and entering the control number included on your proxy card.

The Board of Directors set March 9, 2022 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 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.

The 2022 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 6, 2022 at 11:00 a.m., Eastern Time.

This year’s annual meeting will be a completely virtual meeting of stockholders through an audio webcast live over the Internet. There will be no physical meeting location. The meeting will only be conducted via an audio webcast. Please go to www.virtualshareholdermeeting.com/DTM2022 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 11:00 a.m., Eastern Time, on May 6, 2022. We encourage you to access the 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 (“common stock”) as recorded in our stock register at the close of business on March 9, 2022, may vote at the Annual Meeting. On March 9, 2022, there were 96,734,024 shares of common stock issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of its preferred stock. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

There are three matters scheduled for a vote:

Aside from the election of directors, the ratification of the selection of our independent registered public accounting firm and the advisory vote on the frequency of executive compensation votes, the Company’s Board of Directors (“Board of Directors” or the “Board”) knows of no 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.

The Board recommends that you vote your shares:

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 Proposal 2, you may vote “For”, “Against” or abstain from voting. For Proposal 3, you may vote for whether such frequency should be every one, two, or three years, or abstain from voting. The procedures for voting are outlined below.

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/DTM2022 and following the instructions, (ii) or by proxy (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903 or (z) by signing 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 representative named in the proxy will vote your shares in favor of the director nominees identified in this proxy statement for Proposal 1 and one year on Proposal 3.

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 material 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 24, 2022. We have engaged Morrow Sodali LLC, which we refer to as “Morrow”, to assist in the solicitation of proxies for the Annual Meeting. We have agreed to pay Morrow a fee of $12,500. We will also reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow 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 either ‘for’ or ‘against’ a nominee.

Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Annual Meeting or represented by proxy 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.

Proposal 3 is advisory only and will not be binding on the Company or the Board. The frequency that receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Annual Meeting or represented by proxy and entitled to vote on the subject matter, or if no frequency receives the foregoing vote, the frequency that received the highest number of votes cast, shall be considered by the Company and the Board to be the frequency recommended by the stockholders.

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 Proposals 1 and 3 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 record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be represented at the Annual Meeting, either by proxy or present at the virtual 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 9, 2022, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing 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 and Dwayne Wilson who became a director of the Company on June 16, 2021.

Our Amended and Restated Bylaws (the “Bylaws”) provide that a majority of the total number of directors then in office will constitute a quorum.

The Board met four times in 2021 after the closing of the Spin-Off. 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.

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.

As a matter of policy and in accordance with the New York Stock Exchange, which we refer to as the “NYSE”, listing standards, the Board should consist of a majority of independent directors. The Board must affirmatively determine that a director has no material relationship with DT Midstream, either directly or indirectly, or as a partner, shareholder or officer of an organization that has a relationship with DT Midstream. The Board has established the following categorical standards for director independence, which are more stringent than the NYSE independence standards:

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

Contributions by DT Midstream to a tax-exempt organization will not be considered to be a material relationship that would impair a director’s independence if a director serves as an executive officer of a tax-exempt organization and, within the preceding three years, contributions in any single fiscal year were less than $1 million or 2% (whichever is greater) of such tax-exempt organization’s consolidated gross revenues.

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 Stephen Baker, Wright Lassiter III, 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. and David Slater are not considered independent due to their roles as Executive Chairman, and President and Chief Executive Officer, respectively, of DT Midstream. There were no material relationships that the Board considered 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. Wright Lassiter III as the Lead Independent Director chairs the executive sessions of the independent directors.

No member of our Organization and Compensation 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 Organization and Compensation Committee of DT Midstream.

Our Board has an Audit Committee, Organization and Compensation Committee, Corporate Governance Committee, Finance Committee, and Environmental, Social and Governance Committee. The Board committees act in an advisory capacity to the full Board, except that the Organization and Compensation Committee has direct responsibility for the Executive Chairman and Chief Executive Officer’s goals, performance and compensation along with compensation of other executive officers, and the Audit Committee is expected to have 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. In addition, each committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board has determined that each member of the Audit, Organization and Compensation and Corporate Governance Committees is independent under our categorical standards and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. 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 Board has also determined that each member of the Organization and Compensation Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to compensation committee members.

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 Audit Committee consists of Mr. Baker, Ms. Pickle and Mr. Wilson, with Ms. Pickle serving as chair and as the audit committee financial expert.

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

The Organization and Compensation 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). Our Organization and Compensation Committee consists of Mr. Lassiter, Mr. Tumminello and Mr. Wilson, with Mr. Wilson serving as chair.

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

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. Our Corporate Governance Committee consists of Mr. Lassiter, Ms. Pickle and Mr. Wilson, with Mr. Lassiter serving as chair.

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

Our Finance Committee consists of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Mr. Baker serving as chair.

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

Our Environmental, Social and Governance Committee consists of Mr. Baker, Mr. Lassiter and Mr. Tumminello, with Mr. Tumminello serving as chair.

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 are not expected to 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 2021.

In addition, we require that each 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 fulfilment 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, to be 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 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.

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 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 confirm that we believe that it is desirable for Board members to possess diverse characteristics of gender, race, ethnicity and age, and we will consider those factors in the identification and evaluation of candidates for Board membership. When determining our initial Board composition following the Spin-Off, we included diversity in our selection criteria. We believe this type of composition enables the Board to oversee the management of the business and affairs of DT Midstream effectively.

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 expected to be reviewed and evaluated by the Corporate Governance Committee, and selected candidates are expected to go on to be interviewed by one or more Corporate Governance Committee members. An invitation to join the Board is expected to be extended by the Board itself, through the Executive Chairman and the Chair of the Corporate Governance Committee.

Under our Amended and Restated 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,

The Corporate Governance Committee routinely reviews our governance practices and board leadership structure.

Robert Skaggs, Jr. serves as Executive Chairman. Under our Governance Guidelines, the Board has designated Wright Lassiter III, a non-employee director, to serve as a Lead Independent Director when the Chairman is not independent.

In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Board is divided into three classes as nearly equal in size as practicable. The term of the first class of directors will expire upon the election of directors at our 2022 annual meeting of the stockholders; the term of the second class of directors will expire upon the election of directors at our 2023 annual meeting of the stockholders and the term of the third class of directors will expire upon the election of our directors at the 2024 annual meeting of the stockholders. Directors elected at the 2022 and 2023 annual meeting of the stockholders will hold office until the 2024 annual meeting of the stockholders. Commencing with the 2024 annual meeting of the stockholders, each director will be elected annually for a term of one year. The division of our Board into three classes may delay or prevent a change of our management or change in control of DT Midstream.

The Board evaluates its performance annually. 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 Chair of the Corporate Governance Committee and discussed with the Corporate Governance Committee. The Chair of the Corporate Governance Committee discusses the results of the peer review with individual directors, as directed by the Corporate Governance Committee.

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 independent directors should not stand for election after attaining the age of 72, unless the Board waives this provision when circumstances exist which make it prudent to continue the service of the particular independent director. Directors who are retired chief executive officers of DT Midstream or our subsidiaries shall not stand for election after attaining the age of 70. Except for the Chief Executive Officer, who may continue to serve as a director after retirement for so long as he or she is serving as Chairman, any other employees who are also directors will not stand for re-election after retiring from employment with DT Midstream.

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 General Auditor and the independent registered public accounting firm in executive sessions at least semi-annually, and is expected to meet with the General Counsel and the Chief Ethics and Compliance Officer at least annually in separate executive sessions. DT Midstream’s General Auditor attends all Audit Committee meetings. The General Auditor 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 General Auditor 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, Chief Administrative Officer, General Counsel 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 migration 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 as set forth in our Corporate Governance Committee Charter and the Code of Business Conduct and Ethics. This policy provides that our Corporate Governance Committee shall conduct a reasonable prior review and 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 shall also review 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.

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.

We do not have a hedging policy at this time, but we are in the process of implementing one for our officers and directors. 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. Due to an administrative error, each of David Slater, Jeffrey Jewell, Christopher Zona, Richard Redmond, Jr. and Wendy Ellis filed a late form reporting the restricted stock units acquired as replacement for restricted stock held immediately prior to the Spin-Off and a report of one purchase by Mr. Skaggs was filed late. To DT Midstream’s knowledge, based upon the reports filed and written representations regarding reports required during the fiscal year ended December 31, 2021, no other executive officer or director of DT Midstream failed to file reports required by Section 16(a) on a timely basis.

The Board has nominated the following two director candidates, both of whom currently serve as our Class I directors, to hold office until our 2024 annual meeting of Stockholders: Robert Skaggs, Jr. and David Slater.

The Company representatives named in the proxy 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 “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 PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants for fiscal year 2022. We are asking that you ratify that appointment, although your ratification is not required. A PwC representative will attend the Annual Meeting.

The following table presents fees for services rendered by PwC during fiscal year ended December 31, 2021:

Due to the Spin-Off, no fees are reflected for DT Midstream for the year ended December 31, 2020. Audit fees for services rendered by PwC incurred prior to the completion of the Spin-Off were paid by DTE Energy.

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 audit of our annual consolidated financial statements, the review of condensed consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, 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 and statutory audits that non-U.S. jurisdictions require. Audit fees for services rendered by PwC incurred prior to the completion of the Spin-Off were paid by DTE Energy.

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting, such as pre-implementation reviews of processes or systems, comfort letters, attest services, consents, and assistance with review of documents filed with the SEC.

Tax fees generally consist of tax compliance and return preparation, and tax planning and advice. Tax compliance and return preparation services consist of preparing original and amended tax returns and claims for refunds. Tax planning and advice services consist of support during income tax audits or inquiries.

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 shares entitled to vote and present or represented by proxy at the Annual Meeting. 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 or 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 and PricewaterhouseCoopers LLP the audited consolidated financial statements of DT Midstream contained in DT Midstream’s Annual Report on Form 10-K for the 2021 fiscal year. The Audit Committee has also discussed with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP its independence from 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 its 2021 fiscal year for filing with the SEC.

In accordance with Section 14A of the Exchange Act, we are requesting your advisory, non-binding vote regarding the frequency with which stockholders should have an opportunity to provide a say-on-pay vote. We are providing stockholders the option of selecting a frequency of every ONE YEAR, TWO YEARS, THREE YEARS or abstaining. Stockholders are not voting to approve or disapprove of the Board’s recommendation. Rather, stockholders are being asked to express their preference regarding the frequency of future say-on-pay votes.

We recommend that our stockholders select a frequency of every ONE YEAR. We believe that this frequency is appropriate because it will enable our stockholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our proxy statement, leading to a more meaningful and coherent communication between us and our stockholders on the compensation of our named executive officers. An annual advisory vote on executive compensation is consistent with our goal of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

This proposal is advisory only and will not be binding on the Company or the Board, nor will it be construed as overruling a decision by the Company or the Board or as creating or implying any additional fiduciary duty for the Company or the Board. However, the Company and the Board value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when determining the frequency of future say-on-pay votes.

The following table and accompanying narrative presents information, as of March 9, 2022, regarding the individuals who serve as executive officers of DT Midstream.

The following narratives and tables discuss the compensation paid in 2021 to our Chief Executive Officer, Chief Financial Officer and our other three most highly compensated executive officers, whom we refer to collectively as our “Named Executive Officers” or “NEOs”. Our Named Executive Officers during 2021 were:

Although we have provided compensation information for our Named Executive Officers that predates the Spin-Off, our NEOs may not have qualified as NEOs under the prior reporting structure under DTE Energy. Our Named Executive Officers were determined based on the compensation earned for the full year of 2021, including for service to DTE Energy prior to the Spin-Off, as shown in the Summary Compensation Table below. On March 10, 2022, Mr. Redmond submitted notice of his intent to retire from the Company on April 10, 2022.

On July 1, 2021, we consummated our Spin-Off from DTE Energy and launched as an independent publicly traded company. For the first six months of 2021, our Named Executive Officers served in various roles for DTE Energy. The compensation earned by them before the Spin-Off was accordingly based on the compensation programs and philosophy established by DTE Energy prior to the Spin-Off. Following the Spin-Off, our Organization and Compensation Committee (“O&C Committee”) adopted and refined these programs, as described in more detail below. In 2022 and thereafter, our NEOs will not receive any compensation from DTE Energy or participate in DTE Energy compensation programs and all decisions with respect to the compensation of our NEOs will be made by the O&C Committee.

Early on in our preparation for the Spin-Off, we identified compensation as a key vehicle for attracting, retaining, and motivating top talent. In developing our compensation programs, we thoroughly reviewed the programs in which our executive officers and other employees participated at DTE Energy to ensure that they address the needs of our business and the unique situations we face as a standalone company. Some program features we chose to maintain without adjustment and others we refined based on our more focused strategy, scale of operations, and workforce. 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 a majority 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 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.

Prior to the Spin-Off, DTE Energy’s Organization and Compensation Committee (the “DTE O&C Committee”), under the oversight of its Board of Directors, was responsible for determining and approving the compensation of our Named Executive Officers who served as executives of DTE Energy prior to the Spin-Off. The DTE O&C Committee was also responsible for negotiating initial compensation terms for the Company’s Named Executive Officers. In doing so, the DTE O&C Committee used a conservative approach that recognized that the Named Executive Officers would be new to their roles and leaving room for the new Board to move to median over several years as appropriate based on performance in role.

In connection with the Spin-Off, our Board of Directors established the O&C Committee. The O&C Committee determines and approves the Chief Executive Officer’s compensation and approves the compensation of certain other executives. The O&C Committee makes all decisions regarding compensation for the Named Executive Officers and decided to affirm the compensation recommendations from the DTE O&C Committee at the time of the Spin-Off.

The O&C Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the O&C Committee makes. Generally, the O&C Committee is responsible for our overall executive total compensation philosophy, structure, practices and related risks. The O&C Committee’s responsibilities are more fully

The O&C Committee directly employs an outside consulting firm, Meridian Compensation Partners LLC (“Meridian”), to advise the O&C Committee on various executive compensation matters, including current compensation trends, and to provide objective recommendations as to the design of our executive compensation program. Meridian reports directly to the O&C Committee. Use of an outside consultant is an important component of the compensation setting process, as it enables the O&C Committee to make informed decisions based on market data and practices.

A representative from Meridian attends O&C Committee meetings, meets with Committee members in executive session, consults with the members as required and provides input regarding the Chief Executive Officer’s compensation and performance.

Meridian has served as the O&C Committee’s outside consultant since the Spin-Off and served as the outside consultant to the DTE O&C Committee prior to the Spin-Off. The O&C Committee has determined Meridian to be an independent consultant. Meridian has no affiliations with any of the Named Executive Officers or members of the Board other than in its role as an outside consultant. The lead consultant and partner in charge for Meridian, who provided executive compensation consulting services to the O&C Committee, did not provide any other services to the Company during 2021.

Our management works closely with the O&C Committee in the executive compensation process. Excluding the Executive Chairman and President and Chief Executive Officer’s compensation, management’s responsibilities include:

The Executive Chairman and President and Chief Executive Officer’s compensation is determined solely by the O&C Committee, which bases its decisions on performance and market studies along with participation and recommendations from its independent outside consultant.

Each component of executive compensation (see “Key Components of Executive Compensation” below) is compared, measured and evaluated against a peer group of companies. The O&C Committee approves the peer group and periodically reviews and updates the companies included in that group.

Prior to the Spin-Off, the DTE O&C Committee retained Meridian to conduct a market study covering compensation practices for similar executive officer positions in the peer group. The most recent market study was completed in October 2020 and the results from this market study were used by the DTE O&C Committee to determine compensation for our Named Executive Officers during 2021.

The key components of the compensation program include the following:

While the programs and pay levels reflect differences in job responsibilities, the structure of the compensation and benefits program is applied consistently to our Named Executive Officers, including the Chief Executive Officer. Differences in compensation between the Chief Executive Officer and the other Named Executive Officers are due, in part, to an analysis of peer group benchmark data, as well as differences in the responsibilities of each Named Executive Officer. We review each element of total compensation, both individually and on a combined basis, for each Named Executive Officer and make adjustments as appropriate based on these comparisons. The following is a more detailed discussion of the components of the Company’s executive compensation program:

The objective of base salary is to provide a stable, fixed source of income that reflects an executive’s job responsibilities, experience, value to the Company, and demonstrated performance. When setting individual base salary levels, we consider several factors, including (i) the market reference point for the executive’s position, (ii) the responsibilities of the executive’s position, (iii) the experience and performance of the executive, and (iv) retention issues. Market reference points target the median for most positions, adjusted to take into account differences in company size within the peer group. In addition, we establish midpoints for each executive group level for determining base salary for those executives whose jobs cannot be easily matched in the marketplace. These midpoints are consistent with the market reference points for other executives in the same executive group. We review these midpoints annually to ensure they are consistent with the market and make salary adjustments, when appropriate.

We have two primary types of incentives that reward our executives for performance. The incentives are designed to tie compensation to performance and encourage executives to align their interests with those of the Company’s stockholders. Our annual incentives allow us to reward executives with annual cash bonuses for performance against pre-established objectives based on work performed in the prior year. Our long-term incentives allow us to grant executives long-term equity incentives to encourage continued employment with DT Midstream and to accomplish pre-defined long-term performance objectives and to create stockholder alignment.

We believe the current mix among base salary, annual incentives, and long-term incentives is appropriately set to provide market-competitive compensation when Company performance warrants. The mix is more heavily weighted toward incentive compensation at higher executive levels within the Company. The interplay between the annual incentives and the long-term incentives provides a balance to motivate executives to achieve our business goals and objectives and to properly reward executives for the achievement of such goals and objectives.

The objective of the annual incentives is to compensate individuals yearly based on the achievement of specific annual goals and tie compensation to near-term performance. Prior to the Spin-Off, the Named Executive Officers participated in the DTE Energy Company Annual Incentive Plan (the “DTE Annual Incentive Plan”) and the DTE O&C Committee set individual performance measures, metrics, and targets for the subsidiaries that employed the Named Executive Officers. The performance measures, metrics, and targets for the 2020 DTE Annual Incentive Plan incentives, which were paid to the Named Executive Officers in 2021, were related to the performance of DTE Energy and its operations and business units, including the gas storage and pipelines business, and were not specific to the Spin-Off. Following the Spin-Off, our Named Executive Officers no longer participated in the DTE Annual Incentive Plan.

In connection with the Spin-Off, we established the DT Midstream, Inc. Annual Incentive Plan (the “DTM Annual Incentive Plan”). Under the terms of the DTM Annual Incentive Plan, participating executives and other select employees may receive annual cash awards based on performance compared against pre-established Company, business unit and individual objectives. Objectives that management proposes are reviewed and approved or revised by the O&C Committee. The objectives include performance measures in several categories that are critical to our success. The weights, which can change from year to year, are determined based on the Company’s key priorities and areas of focus for the upcoming year. The final awards, if any, are paid after the O&C Committee approves the final results of each objective.

For 2021, the O&C Committee adopted the recommendation of the DTE O&C Committee, which proposed a 2021 Annual Incentive Plan Scorecard that closely aligned with the DTE Energy Midstream Business metrics and followed the DTE Annual Incentive Plan method of determining an executive’s DTM Annual Incentive Plan award, specifically:

Each objective has a threshold, target and maximum level. The Company must attain a minimum level of achievement for an objective before any compensation is payable with respect to that objective. The minimum established level of each objective will result in a payout of 25% of target and the maximum established for each level (or better) will result in a payment of 175% of target.

In addition to the above metrics, 20% of the annual incentive award is based on achievement of various business development goals as approved by the O&C Committee. These amounts paid out at 146.5% of target for a weighted average payout of 29.3%. In addition, 12.5% of the annual incentive award is based on achievement of operational goals as approved by the O&C Committee. These amounts paid out at 128.9% of target for a weighted average payout of 16.11%.

For 2021, the pre-adjusted awards were then adjusted by an individual performance modifier for each of the Named Executive Officers. Qualitative criteria for the individual performance modifier included, as applicable, leadership performance, overall operational performance, employee engagement, diversity and inclusion, continuous operational improvements, efforts to effectuate a successful Spin-Off, and other appropriate operating measures. For 2021, the O&C Committee evaluated the individual performance of each of the Named Executive Officers and approved an adjustment to the annual award based on the individual contribution and performance. The individual performance modifier adjusts a Named Executive Officer’s annual cash bonus such that the Named Executive Officer’s actual cash bonus ranges between zero and 150% of the pre-adjusted calculated award. For 2021, the individual performance modifiers for all the Named Executive Officers were set at 130%.

With the establishment of the 2022 Annual Incentive Plan Scorecard, the O&C Committee removed the Individual Performance Modifier for Named Executive Officers and increased the payout metrics to have a maximum payout of 200%. This adjustment is informed by executive peer group benchmarking and was made to align executive annual incentives to Company performance and stockholder interests.

Prior to the Spin-Off, DTE Energy awarded long-term incentives to our Named Executive Officers under the DTE Energy, Inc. Long-Term Incentive Plan (the “DTE LTIP”) in the forms of performance shares and restricted stock.

Long-term incentives provide the O&C Committee the ability to align programs that focus on our long-term performance over a three-year period, with the objective of aligning executives’ interests with those of our stockholders. The long-term incentives are awarded under the DT Midstream, Inc. Long-Term Incentive Plan (the “DT Midstream LTIP”) and reward executives and other employees with stock-based compensation.

Our executives receive long-term incentive grants based upon a target percentage of base salary. The targeted award levels for the Named Executive Officers for 2021 were determined by DTE Energy and were as follows: Mr. Slater, 325% of base salary; Mr. Jewell, 160% of base salary; Mr. Zona, 150% of base salary; Mr. Redmond, 90% of base salary; and Ms. Ellis, 130% of base salary.

The value composition of the long-term incentive grants for 2021 was as follows:

This mix was designed to provide incentives to executives for creating long-term stockholder value through strong financial and operating performance while also providing a portion as a time-based retention incentive.

Recognizing that a stable executive team is a benefit to the Company, one time Founder’s Grants were provided in time-vested restricted stock units based on target dollars as a retention incentive. Vesting for the Founder’s Grants occurred over a four-year period, with the first vesting occurring in 2023.

Prior to the Spin-Off, Messrs. Jewell and Redmond and Ms. Ellis participated in the DTE Energy Company Retirement Plan (the “DTE Retirement Plan”), a tax-qualified defined benefit pension plan, and the DTE Energy Company Supplemental Retirement Plan (the “DTE SRP”), a nonqualified defined benefit pension plan. All of our Named Executive Officers participated in the DTE Energy Executive Supplemental Retirement Plan (the “DTE ESRP”), a nonqualified defined contribution plan.

Following the Spin-Off, none of our Named Executive Officers remained eligible to participate in the DTE Retirement Plan, the DTE SRP, or the DTE ESRP. We do not sponsor any defined benefit pension plans. As discussed below in “Pension Benefits”, additional contributions are made to our nonqualified defined contribution plan to replace a portion of our Named Executive Officers’ DTE Energy pension benefits.

Prior to the Spin-Off, our Named Executives Officers participated in the DTE Energy Company Savings and Stock Ownership Plan, a tax-qualified defined contribution retirement benefit plan (the “DTE Savings Plan”), and were eligible to participate in the DTE Energy Company Supplemental Savings Plan (the “DTE Supplemental Savings Plan”), a nonqualified defined contribution plan. Following the Spin-Off, none of our Named Executive Officers remained eligible to participate in the DTE Savings Plan or the DTE Supplemental Savings Plan. Substantially all employees, including our Named Executive Officers, became eligible to participate in the DT Midstream 401(k) Plan, a tax-qualified defined contribution retirement benefit plan (the “DTM 401(k) Plan”). Our Named Executive Officers are also eligible to participate in our nonqualified defined contribution plan, the DT Midstream Supplemental Savings Plan (the “DTM Supplemental Savings Plan”).

Providing supplemental retirement and deferred compensation benefits for our executives is in keeping with our philosophy and objectives to attract and retain talented executives. The Post-Employment Benefits Tables and related footnotes beginning on page 43 describe both the tax-qualified and nonqualified retirement benefits for which certain executives are eligible and which are commonly offered by other employers in our peer group.

For further description of the nonqualified supplemental retirement and deferred compensation benefits, see “Nonqualified Deferred Compensation” beginning on page 45.

Prior to the Spin-Off, DTE Energy provided executives, including our Named Executive Officers, with certain benefits generally not available to other DTE Energy employees as a matter of competitive practice and as a retention tool. During 2021, DTE Energy provided a cash allowance to certain executives other than Mr. Slater, including our Named Executive Officers, in lieu of executive benefits typically provided by other companies. The executive was permitted to use the allowance as he or she deemed appropriate. Although the allowance was taxable for income tax purposes, it was not considered as compensation for any DTE Energy incentive or benefit program.

We have entered into severance agreements (the “Severance Agreements”) and change-in-control severance agreements (the “Change-In-Control Severance Agreements”) with each of the Named Executive Officers other than Mr. Redmond. The Change-In-Control Severance Agreements are intended to provide continuity of management in the event there is a change in control of the Company and to align executive and stockholder interests in support of corporate transactions. The important terms of, and the potential payments provided under, the Severance Agreements and Change-In-Control Severance Agreements are described beginning on page 46.

In addition to the elements of executive officer compensation described above, we have adopted stock ownership guidelines pursuant to which our Named Executive Officers are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary, to be achieved within five years from entering their roles. Until the applicable ownership guideline is achieved, each Named Executive Officer is restricted from selling shares acquired from Company equity awards after payment (or withholding) of the exercise price, if applicable, and taxes. Once the applicable ownership guideline is achieved, the aforementioned restriction will no longer apply. If a Named Executive Officer’s share ownership subsequently falls back below the applicable ownership guideline and remains below the ownership guideline, the Named Executive Officer will be required to comply again with the restriction until such time as the Named Executive Officer again achieves the ownership guidelines.

Our stock ownership guidelines are shown below. All of our Named Executive Officers are in compliance with the policy.

The DT Midstream LTIP provides that the Company may take action to recover incentive compensation paid to or received by a participant under the DT Midstream LTIP if the Company’s financial results were restated because of the Company’s material non-compliance with a financial reporting requirement, a lower incentive payment or award would have been paid to the participant (or no vesting of the award would have occurred) based on the restated financial results and the incentive payment or award or the vesting of an award occurred during the three-year period preceding the restatement.

Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to each “covered employee” which includes our Named Executive Officers. While the O&C Committee considers tax deductibility as one of many factors in determining executive compensation, the O&C Committee will award or modify compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not tax deductible by the Company.

We have structured and intend to administer all of our nonqualified deferred compensation programs to comply with Internal Revenue Code Section 409A. Internal Revenue Code Section 409A imposes additional tax penalties on our executive officers for certain types of nonqualified deferred compensation that are not in compliance with the form and timing of elections and distribution requirements of that section.

The following Organization and Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

The Organization and Compensation Committee has reviewed and discussed with the Company’s management the CD&A included in this proxy statement. Based on this review and these discussions, the Organization and Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement.

The table below summarizes the total compensation earned by each of the Named Executive Officers for the fiscal years ended December 31, 2021 and December 31, 2020. In 2022 and thereafter, our NEOs will not receive any compensation from DTE Energy or participate in DTE Energy compensation programs and all decisions with respect to the compensation of our NEOs will be made by the O&C Committee.

The following table shows all plan-based awards which DTE Energy and the Company granted to the Named Executive Officers during 2021. The share numbers and values shown in the following table with respect to DTE Energy equity awards granted prior to the Spin-Off are reported on an as-converted basis.

The following table sets forth information with respect to outstanding equity awards held by each of our Named Executive Officers as of December 31, 2021. Treatment of any outstanding equity awards in the event of a change in control is described under “Potential Payments Upon a Termination of Employment” beginning on page 46.