Summit Midstream Corp

This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosure and programs for the named executive officers as presented in the proxy. Management seeks this vote to validate its pay-for-performance approach, which emphasizes a mix of base salary, annual cash incentives tied to a company scorecard (including Adjusted EBITDA and safety metrics) and multi-year restricted stock unit awards with both time‑based and performance‑based vesting. The proxy discloses that the Compensation Committee uses an independent consultant, benchmarking to a midstream peer group, and specific metrics (Adjusted EBITDA, relative TSR and safety/operational measures) to set targets and certify payouts, and that the Board considers the say-on-pay vote outcome when making future compensation decisions. Management’s case is that the NEO compensation is competitively benchmarked, designed to align executives with long‑term shareholder value, and includes governance safeguards (equity holding guidelines, performance vesting, change‑in‑control and clawback features). The Board notes the advisory nature of the vote — it is not binding — but indicates it will review and consider stockholder feedback. Company-specific context includes recent adjustments to base salaries and incentive targets made in 2025, reinstatement of the Series A preferred dividend, completed acquisitions (Moonrise, Tall Oak/Tailwater transaction), and long-term incentive design intended to retain management through multi-year performance periods. Potential points of investor scrutiny include the overall size and mix of CEO pay (noted in the pay‑ratio and pay‑versus‑performance disclosures), the use and potential dilution of equity awards, and whether performance metrics and goal‑setting are sufficiently rigorous and transparent. The presence of a large investor (Tall Oak/Tailwater) who has committed to vote in favor can materially influence the outcome; however, proxy advisory firms and other institutional investors may independently evaluate the program’s alignment and rigor. In sum, the proposal is a governance check on the Company’s compensation framework, asking shareholders to endorse (or not) the structure, targets and disclosed outcomes of executive pay.

This proposal requests stockholder approval to increase the SMC LTIP share reserve by 424,000 shares to preserve the Company’s ability to grant share‑based awards. Management argues the increase is required to continue making competitive annual long‑term incentive grants (based on historical grant levels and peer benchmarking) and to avoid replacing share-based awards with dollar‑denominated awards that could weaken alignment with stockholders. The proxy provides quantitative context: a three‑year average burn rate of approximately 1.85% (including Class B shares for burn calculations), total outstanding awards and unvested awards, and an estimated incremental dilution of roughly 3.4% of combined common and Class B shares as of April 1, 2026 if the amendment is approved. The Board highlights governance protections in the LTIP (no repricing without stockholder approval, limits on share recycling, minimum exercise prices for options, ten‑year option terms) to mitigate shareholder dilution concerns. The Compensation Committee’s analysis projects the increased pool should cover anticipated grants through 2027 while maintaining reasonable overhang; without approval, the Company may have to increase cash awards or shift award design away from share‑based incentives. Potential shareholder concerns include the magnitude of the requested increase relative to outstanding awards and dilution, the pace of historical grants (noted in the proxy), and how future grants will be targeted and disclosed. The Board emphasizes that the benefits of continued equity grants for retention and alignment outweigh the modest dilution and that the amendment is consistent with peer practice and the Company’s compensation philosophy.