CEO J. Heath Deneke was paid $5,970,824 in fiscal year 2025, ↓ down 14.3% from fiscal year 2024, the 33rd percentile of its disclosed peer group (SEC filing 0001213900-26-042530 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$5,970,824 ↓ J. Heath Deneke total, FY2025 | 33rd CEO pay percentile vs peers | — CEO-to-median pay ratio | 84.76% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| J. Heath Deneke | $766,962 | $0 | $4,103,760 | $0 | $1,047,162 | $0 | $52,940 | $5,970,824 |
| Chairman of the Board, President and Chief Executive Officer | ||||||||
| James Johnston | 438,455 | 0 | 1,202,761 | 0 | 495,499 | 0 | 36,853 | 2,173,568 |
| Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||||
| William Mault | 432,564 | 0 | 1,238,866 | 0 | 419,118 | 0 | 24,051 | 2,114,599 |
| Executive Vice President and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| J. Heath Deneke | $5,970,824 | $6,963,993 | $5,053,645 | ↓ −993,169 |
| James Johnston | 2,173,568 | 2,530,891 | 1,851,387 | ↓ −357,323 |
| William Mault | 2,114,599 | 2,356,545 | 1,664,362 | ↓ −241,946 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses SMC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SMC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| James J. Cleary | Independent Director | $234,641 |
| Jerry L. Peters | Independent Director | $234,641 |
| Lee Jacobe | Independent Director | $229,641 |
| Marguerite Woung-Chapman | Independent Director | $229,641 |
| Robert J. McNally | Independent Director | $221,641 |
| Rommel M. Oates | Independent Director | $214,641 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Johnston | PSU | 2025-03-14 | 6,979 | 13,958 | — | 27,916 | $680,173 |
| William Mault | PSU | 2025-03-14 | 7,189 | 14,377 | — | 28,754 | 700,591 |
| J. Heath Deneke | PSU | 2025-03-14 | 23,812 | 47,624 | — | 95,248 | 2,320,718 |
| J. Heath Deneke | RSU | 2025-03-14 | — | — | 47,624 | — | 1,783,043 |
| William Mault | RSU | 2025-03-14 | — | — | 14,377 | — | 538,275 |
| James Johnston | RSU | 2025-03-14 | — | — | 13,958 | — | 522,588 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Johnston | $522,588 | $680,173 | $0 | 56.6% |
| William Mault | 538,275 | 700,591 | 0 | 56.6% |
| J. Heath Deneke | 1,783,043 | 2,320,718 | 0 | 56.6% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| J. Heath Deneke | PSU | 131,018 | — | $3,495,560 |
| J. Heath Deneke | PSU | 65,508 | — | 1,747,753 |
| J. Heath Deneke | PSU | 50,596 | — | 1,349,909 |
| J. Heath Deneke | PSU | 47,624 | — | 1,270,608 |
| James Johnston | PSU | 43,178 | — | 1,151,989 |
| William Mault | PSU | 40,486 | — | 1,080,166 |
| J. Heath Deneke | PSU | 30,015 | — | 800,800 |
| J. Heath Deneke | PSU | 23,812 | — | 635,304 |
| James Johnston | PSU | 21,588 | — | 575,968 |
| William Mault | PSU | 20,242 | — | 540,057 |
| James Johnston | PSU | 16,541 | — | 441,312 |
| William Mault | PSU | 14,401 | — | 384,217 |
| William Mault | PSU | 14,377 | — | 383,578 |
| James Johnston | PSU | 13,958 | — | 372,399 |
| James Johnston | PSU | 9,793 | — | 261,277 |
| William Mault | PSU | 8,542 | — | 227,901 |
| William Mault | PSU | 7,189 | — | 191,789 |
| James Johnston | PSU | 6,979 | — | 186,200 |
Our compensation program is based on the philosophy that our executive management team should be aligned with our stockholders, and that our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value in all business cycles, leading to stockholder value creation. We incorporate a pay-for-performance philosophy when designing executive compensation opportunities, placing a meaningful portion of executive pay at risk and tying realized compensation to superior financial results and strategic growth execution.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-07 | 11,996,010 | 2,156,973 | 5,897 | 84.76% | Passed |
| 2025 | 2025-05-08 | 11,753,302 | 1,823,609 | 64,883 | 86.57% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-07 | 84.76%a |
| 2025 | 2025-05-08 | 86.57%b |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James J. ClearyIndependent · Compensation Committee · Nominating, Governance and Sustainability Committee (Chair) | $120,000 | $114,641 | — | — | — | $234,641 |
| Jerry L. PetersIndependent · Audit Committee (Chair) · Nominating, Governance and Sustainability Committee | 120,000 | 114,641 | — | — | — | 234,641 |
| Marguerite Woung-ChapmanIndependent | 115,000 | 114,641 | — | — | — | 229,641 |
| Lee JacobeIndependent · Audit Committee · Compensation Committee (Chair) · Finance and Corporate Strategy Committee | 115,000 | 114,641 | — | — | — | 229,641 |
| Robert J. McNallyIndependent · Audit Committee · Finance and Corporate Strategy Committee (Chair) | 107,000 | 114,641 | — | — | — | 221,641 |
| Rommel M. OatesIndependent · Nominating, Governance and Sustainability Committee · Finance and Corporate Strategy Committee | 100,000 | 114,641 | — | — | — | 214,641 |
| J. Heath DenekeEmployee director · Board Chair | 0 | 0 | — | — | — | 0 |
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $115,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $677,000 |
| Equity awards (grant-date value) | $687,846 |
| All other compensation | $0 |
| Total cost of the board | $1,364,846 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Summit Midstream names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Summit Midstream.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Aris Water Solutions, Inc. | 2024 | Amanda Brock | $732,308 | $6,432,567 | $0 | $2,047,576 | $9,233,151 |
| 2 | Archrock, Inc. | 2025 | D. Bradley Childers | 944,231 | 6,037,304 | — | 1,985,363 | 9,037,610 |
| 3 | Kodiak Gas Services, Inc. | 2025 | Robert McKee | 750,000 | 4,489,726 | 0 | 1,070,424 | 6,568,143 |
| 4 | Kinetik Holdings Inc. | 2025 | Jamie Welch | 276,923 | 5,140,841 | 0 | 487,500 | 6,156,243 |
| 5 | Summit Midstream | 2025 | J. Heath Deneke | 766,962 | 4,103,760 | 0 | 1,047,162 | 5,970,824 |
| 6 | Oil States International, Inc. | 2025 | Cindy Taylor | 925,000 | 2,400,003 | 0 | 1,654,244 | 5,079,386 |
| 7 | Select Water Solutions, Inc. | 2025 | John Schmitz | 800,000 | 3,245,526 | 0 | 681,352 | 4,876,029 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Summit Midstream | not disclosed | not disclosed | not disclosed | not disclosed |
| Archrock, Inc. | not disclosed | RSU 50 · PRSU 50 | not disclosed | Pearl Meyer |
| Aris Water Solutions, Inc. | not disclosed | not disclosed | not disclosed | Compensation Advisory Partners, LLC and Pay Governance, LLC |
| Kinetik Holdings Inc. | 65% | PSU 50 · RSU 50 | Yes — Annualized TSR | Meridian Compensation Partners |
| Kodiak Gas Services, Inc. | not disclosed | PSU 44 · RSU 29 | not disclosed | not disclosed |
| Oil States International, Inc. | not disclosed | RSU 50 · PRSU 25 · Cash Performance Award 25 | not disclosed | Meridian Compensation Partners |
| Select Water Solutions, Inc. | 88.1% | RSU 50 · PSU 50 | Yes — Relative Total Shareholder Return (TSR) | Meridian Compensation Partners |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, J. Heath Deneke | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “EXECUTIVE COMPENSATION TABLES” · page 47. As printed: 5,970,824. Filing ↗machine: r1 · c14 · span 896415–896424 |
| 2 | Section 01, James Johnston | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “EXECUTIVE COMPENSATION TABLES” · page 47. As printed: 2,173,568. Filing ↗machine: r9 · c14 · span 955119–955128 |
| 3 | Section 01, William Mault | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “EXECUTIVE COMPENSATION TABLES” · page 47. As printed: 2,114,599. Filing ↗machine: r5 · c14 · span 925752–925761 |
| 4 | Section 03, James Johnston PSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1138289–1138296 |
| 5 | Section 03, William Mault PSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1088564–1088571 |
| 6 | Section 03, J. Heath Deneke PSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1038876–1038885 |
| 7 | Section 03, J. Heath Deneke RSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1052347–1052356 |
| 8 | Section 03, William Mault RSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1102013–1102020 |
| 9 | Section 03, James Johnston RSU | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1151758–1151765 |
| 10 | Section 08, James J. Cleary | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 234,641. Filing ↗machine: span 1644381–1644760 |
| 11 | Section 08, Jerry L. Peters | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 234,641. Filing ↗machine: span 1668726–1669105 |
| 12 | Section 08, Marguerite Woung-Chapman | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 229,641. Filing ↗machine: span 1673580–1673959 |
| 13 | Section 08, Lee Jacobe | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 229,641. Filing ↗machine: span 1654099–1654478 |
| 14 | Section 08, Robert J. McNally | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 221,641. Filing ↗machine: span 1659046–1659425 |
| 15 | Section 08, Rommel M. Oates | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 214,641. Filing ↗machine: span 1663896–1664275 |
| 16 | Section 08, J. Heath Deneke | DEF 14A | 2026-04-10 | 0001213900-26-042530 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-12 | 0002024218-26-000072 | Item 5.07 · say-on-pay result. As reported: 84.76% (votes for as printed: 11,996,010). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-09 | 0002024218-25-000049 | Item 5.07 · say-on-pay result. As reported: 86.57% (votes for as printed: 11,753,302). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 21 | Section 09b board cost (computed) | Computed | — | — | Cash 677,000 + equity 687,846 + all other 0 = 1,364,846, summed across the director compensation table rows.machine: formula: Σ = 1,364,846 |
| 22 | Aris Water Solutions, Inc., Section 10b CEO total | DEF 14A | 2025-04-09 | 0001193125-25-076892 | CEO total compensation as printed in Aris Water Solutions, Inc.'s own proxy. As printed: 9,233,151. Filing ↗machine: r5 · c26 · span 289536–289545 |
| 23 | Archrock, Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029581 | CEO total compensation as printed in Archrock, Inc.'s own proxy. As printed: 9,037,610. Filing ↗ |
| 24 | Kodiak Gas Services, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001767042-26-000028 | CEO total compensation as printed in Kodiak Gas Services, Inc.'s own proxy. As printed: 6,568,143. Filing ↗machine: r2 · c42 · span 473886–473895 |
| 25 | Kinetik Holdings Inc., Section 10b CEO total | DEF 14A | 2026-04-08 | 0001692787-26-000086 | CEO total compensation as printed in Kinetik Holdings Inc.'s own proxy. As printed: 6,156,243. Filing ↗machine: r4 · c21 · span 711505–711514 |
| 26 | Summit Midstream (subject), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001213900-26-042530 | CEO total compensation as printed in Summit Midstream's own proxy. As printed: 5,970,824. Filing ↗machine: r1 · c14 · span 896415–896424 |
| 27 | Oil States International, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001121484-26-000017 | CEO total compensation as printed in Oil States International, Inc.'s own proxy. As printed: 5,079,386. Filing ↗machine: r2 · c21 · span 888287–888296 |
| 28 | Select Water Solutions, Inc., Section 10b CEO total | DEF 14A | 2026-03-24 | 0001104659-26-033864 | CEO total compensation as printed in Select Water Solutions, Inc.'s own proxy. As printed: 4,876,029. Filing ↗machine: span 1041295–1041304 |
| 29 | Section 10a, Oil States International, Inc. reciprocity | DEF 14A | — | 0001121484-26-000017 | Oil States International, Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |
| 30 | Section 10a, Archrock, Inc. reciprocity | DEF 14A | — | 0001104659-26-029581 | Archrock, Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |
| 31 | Section 10a, Aris Water Solutions, Inc. reciprocity | DEF 14A | — | 0001193125-25-076892 | Aris Water Solutions, Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |
| 32 | Section 10a, Select Water Solutions, Inc. reciprocity | DEF 14A | — | 0001104659-26-033864 | Select Water Solutions, Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |
| 33 | Section 10a, Kinetik Holdings Inc. reciprocity | DEF 14A | — | 0001692787-26-000086 | Kinetik Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |
| 34 | Section 10a, Kodiak Gas Services, Inc. reciprocity | DEF 14A | — | 0001767042-26-000028 | Kodiak Gas Services, Inc.'s most recent proxy was read; its disclosed peer group does not include Summit Midstream. Filing ↗ |