UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14A Information

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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

Check the appropriate box:

Summit Midstream Corporation
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

April 10, 2025

Dear Fellow Summit Investors,

We invite you to attend our Annual Meeting of Stockholders to be held virtually on Thursday, May 8, 2025 (the “2025 Annual Meeting”). Thank you for your investment in Summit Midstream Corporation (“Company”). I wanted to take this opportunity to provide you with a brief update on the Company.

•        Strategic review.    At the beginning of 2024, Summit was mid-way through a strategic alternatives review to evaluate opportunities ranging from the sale of specific assets to consideration for the whole Partnership. After careful consideration of the alternatives, the Company elected to pursue a series of transactions and a corporate strategy that we believed would maximize value for our investors in 2024 and beyond.

•        Sale of Northeast Segment.    Following the conclusion of the strategic alternatives review, Summit proceeded in the first and second quarters to divest its Northeast segment (consisting of Summit Midstream Utica, Ohio Gathering Company, Ohio Condensate Company, and Mountaineer Midstream) in two separate transactions for $700 million in total cash proceeds. These divestitures immediately reduced leverage from 5.4x to 3.9x and drove an immediate increase in Summit’s unit price.

•        Debt Reduction and Maturity Optimization.    In addition to using proceeds from the Northeast sales to pay down debt, in the third quarter we executed a series of refinancing transactions that reduced the total quantum of debt outstanding, reduced our overall cost of capital, and pushed the nearest debt maturity out to 2029.

•        Corporate Reorganization.    Also in the third quarter, with the support of our investors at a special meeting in July we simplified our corporate structure effective August 1, 2024 by reorganizing from a master limited partnership to a corporation, which broadened our investor base and significantly improved our overall trading liquidity.

•        Tall Oak Acquisition.    From this series of transactions Summit emerged with a stronger balance sheet, with a simplified corporate structure that made our equity easier to own, and with ample liquidity and a higher-value equity currency. In the fourth quarter, again with support from our investors at a special meeting, we took advantage of that position to pursue our corporate strategy of rebuilding scale with the value- and credit-accretive acquisition of Tall Oak Midstream in the Arkoma Basin. This acquisition was financed largely with equity consideration. The acquisition not only materially increased Summit’s size and scale, but also increased Summit’s exposure to natural gas-oriented basins that are expected to ramp up production in the coming years to supply demand growth and LNG exports from the Gulf Coast.

Summit’s execution of its corporate plans and strategy in 2024 resulted in significant value creation for our investors and the momentum has continued into 2025:

•        In January 2025, we closed a $250 million add-on to our existing second lien notes.

•        In February and March, we announced and funded a reinstatement of the cash dividend on the corporate series A preferred equity, a necessary step toward resuming a common dividend in the future.

•        In March 2025, we signed and closed another strategic bolt-on acquisition of Moonrise Midstream, which further expands Summit’s gathering and processing capacity in Colorado’s DJ Basin. The Moonrise system is already connected to the Company’s existing DJ Basin assets, and we expect to extract significant operational and commercial synergies through the combined operational footprint.

We are very pleased with the progress we made in 2024 and are excited about the outlook and opportunity set for Summit to continue to drive value for our shareholders in 2025 and beyond.

At this year’s meeting, holders of the Company’s common stock, par value $0.01 per share (“common stockholders”), and holders of the Class B Common Stock, par value $0.01 per share (“Class B stockholders” and, together with the common stockholders, “stockholders”), voting together as a single class, will be asked to elect two Class I directors to our board of directors (the “Board”), ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, and approve an advisory resolution on our executive compensation. Class B stockholders, voting separately as a class, will be asked to elect one Class I director to the Board. The Board unanimously recommends that stockholders vote for each of the nominees for director (as applicable) and approve each of the other proposals. Please read our proxy statement for further details about the proposals.

We are sending stockholders of record at the close of business on April 1, 2025 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024. You will also have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/29242.

Your vote is important to us and our business. Except for the proposal on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, your broker cannot vote your common stock on your behalf until it receives your voting instructions. Please submit your proxy with voting instructions as soon as possible. You may submit your proxy over the Internet or by mail. To vote your shares electronically during the virtual 2025 Annual Meeting, you will need your control number found on your proxy card or voting instruction form.

We appreciate your investment in the Company and look forward to your participation at the 2025 Annual Meeting.

Sincerely,

J. Heath Deneke
Chairman of the Board, President
and Chief Executive Officer of
Summit Midstream Corporation

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

By order of the Board of Directors,

James D. Johnston
Executive Vice President, General Counsel,
Chief Compliance Officer and Secretary of
Summit Midstream Corporation

Summit Midstream Corporation
910 Louisiana Street, Suite 4200
Houston, Texas 77002

April 10, 2025

Important Notice Regarding the Availability of Proxy Materials for the
2025 Annual Meeting of Stockholders to be Held on May 8, 2025:

Our proxy statement and our Annual Report on Form 10-K for the year ended
December 31, 2024 are available at www.astproxyportal.com/ast/29242

TABLE OF CONTENTS

SUMMIT MIDSTREAM CORPORATION
910 Louisiana Street, Suite 4200
Houston, Texas 77002

PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
May 8, 2025

INFORMATION ABOUT SUMMIT MIDSTREAM CORPORATION

About the Company

Summit Midstream Corporation, a Delaware corporation (including its subsidiaries, collectively, “we,” “our,” “us,” “Summit” or “the Company”), is a value-driven company focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. The Company’s business activities are primarily conducted through various operating subsidiaries, each of which is owned or controlled by our subsidiary holding company, Summit Midstream Holdings, LLC.

The Company was incorporated under the laws of the State of Delaware on May 14, 2024 for the purpose of effecting the August 1, 2024 consummation of a transaction that resulted in SMLP, becoming a wholly owned subsidiary of a newly formed Delaware corporation, Summit Midstream Corporation (taxed as a C-corporation), in which the Company was incorporated to serve as the new parent holding company of SMLP. The Company’s shares of common stock, par value $0.01 per share (“common stock”), are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “SMC.” SMLP was formed in May 2012, and prior to August 1, 2024, SMLP’s common units were listed on the NYSE under the ticker symbol “SMLP.”

The Company’s executive offices are located at 910 Louisiana Street, Suite 4200, Houston, Texas 77002, and can be reached by phone at (832) 413-4770. The Company also maintains regional field offices in close proximity to our areas of operation to support the operation and development of our midstream assets.

Our Business Strategies

We operate a differentiated midstream platform that is built for long-term, sustainable value creation. Our integrated assets are strategically located in production basins, including the Williston Basin, DJ Basin, Barnett Shale, Piceance Basin, Permian Basin and Arkoma Basin. Our primary business objective is to maximize cash flow and provide cash flow stability for our stakeholders while growing prudently and profitably. We intend to accomplish this objective by executing the following strategies:

•        Capital structure optimization.    We seek to maximize stakeholder value. Our capital structure currently consists of common equity (including the Company’s shares of common stock and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), and associated common units representing limited partner interests of SMLP), preferred equity, and indebtedness that is comprised of debt securities and borrowings under our revolving credit facilities, a portion of which is secured by substantially all of our assets. We intend to optimize our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic capital markets transactions, asset acquisitions or asset divestitures with the objective of increasing long-term stakeholder value.

•        Portfolio management.    We seek to maximize stakeholder value by strategically managing our portfolio of midstream assets and allocating capital based on appropriate risk-informed cash flow assumptions. This may include value enhancing acquisitions or opportunistic divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities.

•        Maintaining focus on fee-based revenue with minimal direct commodity price exposure.    We intend to maintain our focus on providing midstream services under primarily long-term and fee-based contracts. We believe that our focus on fee-based revenues with minimal direct commodity price exposure is essential to maintaining stable cash flows.

•        Maintaining strong producer relationships to maximize utilization of all of our midstream assets.    We have cultivated strong producer relationships by focusing on customer service and reliable project execution and by operating our assets safely and reliably over time. We believe that our strong producer relationships will create future opportunities to expand our midstream services reach and optimize the utilization of our midstream assets for our customers.

•        Continuing to prioritize safe and reliable operations.    We believe that providing safe, reliable and efficient operations is a key component of our business strategy. We place a strong emphasis on employee training, operational procedures and enterprise technology, and we intend to continue promoting a high standard with respect to the efficiency of our operations and the safety of all of our constituents.

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Q1:   Why am I receiving these materials?

A:     On or about April 10, 2025, we are sending Stockholders (as defined herein) a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024. On such date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/29242.

We are providing these materials in connection with the solicitation by our board of directors (the “Board”) of proxies to be voted at our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and any adjournments thereof. We will hold the 2025 Annual Meeting on May 8, 2025 at 2:00 p.m. Central Time, via live webcast at www.web.lumiconnect.com/217371229 (password: summit2025).

Q2:   Who is soliciting my proxy?

A:     The Board is sending you these materials in connection with its solicitation of proxies for use at the 2025 Annual Meeting. Certain of our directors, officers and employees and Morrow Sodali LLC (our proxy solicitor) may also solicit proxies on our behalf by mail, phone, fax or other electronic means, or in person.

Q3:   Who is entitled to attend and vote at the 2025 Annual Meeting?

A:     Holders of common stock (“Common Stockholders”) and holders of Class B Common Stock (“Class B Stockholders” and, together with the Common Stockholders, “Stockholders”) who are holders of record of our outstanding shares of common stock and Class B Common Stock at the close of business on April 1, 2025 (the “Voting Shares”) are entitled to attend and vote on the matters presented at the 2025 Annual Meeting. Other than with respect to the election of the Class I Class B Director (as defined herein) nominated pursuant to Proposal No. 2, whom only the Class B Stockholders, voting separately as a class, will be asked to elect, the Stockholders will vote together as a single class and are entitled to one vote for each share of common stock or Class B Common Stock (as applicable) held at the close of business on April 1, 2025. On April 1, 2025, 12,241,098 shares of common stock were outstanding and 6,524,467 shares of Class B Common Stock were outstanding.

Q4:   How do I participate in the virtual 2025 Annual Meeting?

A:     The 2025 Annual Meeting will be held via live webcast. You will be able to attend the 2025 Annual Meeting, vote your shares of common stock and Class B Common Stock (as applicable) and submit your questions during the meeting by visiting www.web.lumiconnect.com/217371229 and entering the password (summit2025) and your control number found on your proxy card or voting instruction form.

Questions may be submitted during the 2025 Annual Meeting through www.web.lumiconnect.com/217371229. Your questions must be confined to matters properly before the 2025 Annual Meeting and of general concern regarding the Company. If there are questions pertinent to matters properly before the 2025 Annual Meeting that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at the “Investors” section at www.summitmidstream.com. The questions and answers will be available as soon as practicable after the meeting and will remain available until we file our 2026 proxy statement.

The 2025 Annual Meeting will begin at 2:00 p.m. Central Time. We encourage you to access the 2025 Annual Meeting before it begins. Online check-in will start approximately 60 minutes before the start of the meeting on May 8, 2025. If you have difficulty accessing or participating in the 2025 Annual Meeting, please visit www.web.lumiconnect.com/217371229 for help and support.

Other interested parties may listen to the 2025 Annual Meeting by visiting www.web.lumiconnect.com/217371229 and logging in as a guest. Guests will be able to hear the 2025 Annual Meeting but will not be able to vote or ask a question during the meeting.

Q5:   What constitutes a quorum to conduct business at the 2025 Annual Meeting?

A:     Holders representing a majority of the Voting Shares, present in person (virtually) or by properly submitted proxy, will constitute a quorum, except that holders of record of our outstanding shares of Class B Common Stock at the close of business on April 1, 2025 will constitute a quorum with respect to the election of the Class I Class B Director nominated pursuant to Proposal No. 2.

Your shares of common stock and Class B Common Stock (as applicable) will be counted as present at the 2025 Annual Meeting if:

•        you are present in person (virtually) at the meeting; or

•        you have submitted a proxy over the Internet or by mail.

Proxies received but marked as abstentions and broker non-votes (described below) will be counted as present for purposes of determining whether a quorum has been achieved.

Q6:   If my shares of common stock are held in street name by my broker or other nominee, will my broker or other nominee vote my shares of common stock?

A:     If you own shares of common stock through a broker or other nominee, then your shares of common stock are held in that broker’s or nominee’s name and you are considered the beneficial owner of shares of common stock held in street name.

If a broker does not receive specific voting instructions from the beneficial owner, NYSE rules govern whether or not the broker is permitted to vote on the beneficial owner’s behalf. The NYSE has designated certain categories of proposals as “routine,” and brokers are permitted to vote on routine matters at their discretion. However, brokers are prohibited from voting on any matter deemed non-routine, which results in a “broker non-vote” for such proposal. A broker non-vote is treated as “present” for purposes of determining the existence of a quorum. If a non-routine proposal requires approval by the vote of a majority of the Voting Shares, voting as a single class, entitled to vote, a broker non-vote constitutes, in effect, a vote against such proposal. However, if a proposal requires approval by a plurality of the votes cast, a broker non-vote has no effect on the outcome.

The election of two Class I directors (other than the Class I Class B Director nominated pursuant to Proposal No. 2) (Proposal No. 1) (the “Class I Class B Director”) and the approval of the advisory resolution on executive compensation (Proposal No. 4) are considered non-routine under applicable NYSE rules. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 (Proposal No. 3) is a matter considered routine under applicable NYSE rules.

Q7:   How do I vote my shares of common stock and Class B Common Stock?

A:     You may submit your proxy over the Internet or by mail. If you submit your proxy over the Internet or by returning a signed proxy card by mail, your shares of common stock and Class B Common Stock (as applicable) will be voted as you indicate. If you sign your proxy card without indicating your vote, your shares will be voted in accordance with the recommendations of the Board.

To vote your shares of common stock and Class B Common Stock (as applicable) electronically during the virtual 2025 Annual Meeting, you will need your control number found on your proxy card or voting instruction form.

Q8:   What vote is required for each proposal and what is the recommendation of the Board?

A:     The table below summarizes the recommendation of the Board, the vote required and the effect of abstentions and broker non-votes with respect to each proposal at the 2025 Annual Meeting.

____________

(1)      As an advisory vote, the result of the vote on the advisory resolution on executive compensation is not binding on the Company, the Compensation Committee or the Board, whether or not the proposal is passed under the standards described above.

Q9:   Can I change my vote after I have voted by proxy?

A:     You may revoke a proxy at any time before voting is closed at the 2025 Annual Meeting by:

•        submitting a written revocation to the Secretary of the Company at the address indicated on the cover page of this proxy statement (provided that revocation is received by the Secretary of the Company by 11:59 p.m. Eastern Time on May 7, 2025);

•        submitting your valid, signed and later-dated proxy by mail (provided that later-dated proxy is received by 11:59 p.m., Eastern Time, on May 7, 2025);

•        submitting your valid proxy over the Internet by 11:59 p.m., Eastern Time, on May 7, 2025; or

•        voting during the 2025 Annual Meeting, as described in Q7 above.

If instructions to the contrary are not given, your shares of common stock and Class B Common Stock (as applicable) will be voted as indicated on the proxy and your presence without voting during the 2025 Annual Meeting will not revoke your proxy.

Q10: What should I do if I receive more than one set of voting materials for the 2025 Annual Meeting?

A:     You may receive more than one set of voting materials for the 2025 Annual Meeting, and the materials may include multiple proxy cards or voting instruction cards. If you hold shares of common stock in more than one brokerage account, you will receive voting materials for each account; further, if you hold shares of common stock directly, but in more than one name (e.g., Jane Smith and Jane A. Smith), you will receive voting materials for each variant. Please complete and submit each proxy card and voting instruction card that you receive, according to its instructions.

Q11: Who is paying the expense of soliciting proxies?

A:     We pay the cost of soliciting proxies and holding the 2025 Annual Meeting. Morrow Sodali LLC will assist us in the distribution of proxy materials and the solicitation of votes for a fee of $12,500, as well as the reimbursement of out-of-pocket expenses. In addition to distributing the proxy materials, proxies may also be solicited by personal interview, phone and similar means by our, and our affiliates’, directors, officers or employees, who will not receive additional compensation for performing that service. We also will make arrangements with brokers, banks and other nominees for forwarding proxy materials to the beneficial owners of our shares of common stock and Class B Common Stock, and we will reimburse them for any reasonable expenses that they incur.

Q12: Who do I contact if I have further questions about voting or the 2025 Annual Meeting?

A:     You may contact our Investor Relations department at IR@summitmidstream.com or Morrow Sodali LLC at (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 (outside of North America) or by email at SMC@info.sodali.com.

CORPORATE GOVERNANCE

Board Leadership and Governance

The Company is managed by our directors and executive officers. Our directors and officers perform all of our management functions.

Directors are appointed for a term of three years and hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification. Officers serve at the discretion of the Board.

The Board is divided into three classes of directors, each serving a staggered, three-year term (other than with respect to the initial terms of the Class I and Class II directors, which were one and two years, respectively). Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires.

The Board is led by the Chairman of the Board. The Board does not have a policy regarding whether the roles of the Chief Executive Officer and the Chairman of the Board should be separate. The Board believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination on the matter when it selects a new Chief Executive Officer or at other times consideration is warranted by circumstances. Our Corporate Governance Guidelines provide for the selection of an independent director to serve as “Lead Director” if the positions of Chief Executive Officer and Chairman of the Board are combined.

As prescribed by our Amended and Restated Bylaws (the “Bylaws”) the Chairman of the Board has the power to preside at all meetings of the Board and meetings of the stockholders. J. Heath Deneke is the Chairman of the Board and also currently serves as the President and Chief Executive Officer of the Company. James J. Cleary is the Lead Director of the Board. The Lead Director has clearly defined leadership authority and responsibilities, which include presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors, and serving as liaison between the Chairman of the Board and the independent directors. The Lead Director is afforded direct and complete access to the Chairman of the Board at any time as such director deems necessary or appropriate. The Nominating, Governance and Sustainability Committee of the Company reevaluates its view on the Board’s leadership structure periodically.

The Board conducts its business through meetings of the Board and its committees. The Board has an Audit Committee, a Compensation Committee and a Nominating, Governance and Sustainability Committee, and may have such other committees as the Board shall determine from time to time.

The table below shows the current membership and chair of the Board and each standing committee of the Board, the director selected to serve as Lead Director of the Board, the class to which each director belongs, the independence determinations made by the Board with respect to each director and the number of Board and committee meetings held during 2024. Each member of the Board attended all of the quarterly meetings of the Board and his or her Board committees held during the period in which he or she was a member during 2024. No member of the Board attended

fewer than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of the Board committees held during the period in which he or she was a member during 2024. All of the Board members are invited to attend the 2025 Annual Meeting.

Director Independence

The Board includes one member of management, J. Heath Deneke, President and Chief Executive Officer of the Company, and ten non-management directors. The Company is required by the NYSE to have a majority of independent directors. Under rules adopted by the NYSE, no Board member qualifies as independent unless the Board affirmatively determines that the director has no material relationship with us. In evaluating each director’s independence, the Board considers all relevant facts and circumstances in making a determination of independence. In particular, when assessing the materiality of a director’s relationship with us, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. In addition, the NYSE listing standards contain a list of several specific relationships that preclude independence. Furthermore, pursuant to the U.S. Securities and Exchange Commission (“SEC”) independence standards for directors who serve on an audit committee of a board of directors, Board members may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary, other than payments for Board service and the receipt of fixed amounts of compensation, including deferred compensation, under a retirement plan for prior service with the Company, provided that such compensation is not contingent in any way on continued service; or (ii) be an “affiliated” person (as defined in Rule 10A-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company or any subsidiary.

As illustrated in the table above, the Board has determined that all of its ten current non-management directors meet these applicable independence standards.

The Board has also determined that each of the current members of the Audit, Compensation and Nominating, Governance and Sustainability Committees are independent under the applicable NYSE listing standards and rules of the SEC and the Corporate Governance Guidelines. For further information about the committees, see “— Committees of the Board.”

Committees of the Board

Audit Committee

J. Lee Jacobe, Robert J. McNally and Jerry L. Peters serve as the members of the Audit Committee, with Mr. Peters serving as the chair of the committee. Each of the members of the Audit Committee have been determined by the Board to be independent under SEC standards and NYSE listing standards for audit committee members. In addition, the Board has determined that each of the members of the audit committee have such accounting or related financial management expertise sufficient to qualify such person as the audit committee financial expert in accordance with Item 407 of Regulation S-K and requirements of the NYSE listing standards.

The Audit Committee assists the Board in overseeing, among other things:

•        our accounting and financial reporting processes and financial statement audits;

•        the quality and integrity of our financial statements;

•        our compliance with legal and regulatory requirements;

•        the qualifications and independence of our independent auditors;

•        the communications between our independent auditors, financial and senior management, our internal audit function, and the Board; and

•        the system of our internal controls over financial reporting, accounting, legal compliance, and ethics, including the effectiveness of disclosure controls and controls over processes that could have a significant impact on the financial statements.

The Audit Committee is also charged with making regular reports to the Board and preparing any reports that may be required under NYSE listing standards or SEC rules.

The Audit Committee has adopted an Audit Committee charter, which is publicly available on the Company’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com. Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found or provided at that Internet address or at our website in general is intended or deemed to be incorporated by reference herein.

Compensation Committee

James J. Cleary, J. Lee Jacobe and Marguerite Woung-Chapman serve as the members of the Compensation Committee, with Mr. Jacobe serving as the chair of the committee. All of the members of the compensation committee have been determined by the Board to be independent under NYSE listing standards. In addition, each of the members of the Compensation Committee qualifies as a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee’s responsibilities under its charter are to, among other things:

•        oversee the annual incentive bonus program for our executive officers, including establishing annual performance goals, certifying awards for corporate performance and approving individual awards for executive officers for purposes of such plans and otherwise performing all duties delegated to the Compensation Committee pursuant to such plan;

•        evaluate at least once a year the performance of the Chief Executive Officer of the Company in light of our established goals and objectives, and determine the Chief Executive Officer’s compensation level and structuring, including base salary and annual and long-term incentive awards based on such evaluation;

•        determine and approve, in consultation with the Chief Executive Officer, the compensation for each of the executive officers (other than the Chief Executive Officer) of the Company, including base salary, annual incentive awards, and long-term incentive awards based on the evaluation of the performance of such individuals;

•        oversee, review and make recommendations to the Board, when and if Board approval is required, with respect to the adoption, amendment or termination of our incentive compensation, equity-based and other executive compensation and benefits plans, policies and practices covering executives, to include but not be limited to incentive compensation plans, equity-based plans, executive bonus plans, perquisites, deferred compensation and executive severance plans, including whether proposals in connection with the foregoing are to be included in our proxy statement;

•        review and approve for (i) the Chief Executive Officer and (ii) in consultation with the Chief Executive Officer, the executive officers (other than the Chief Executive Officer), in each case as, when and if appropriate: employment agreements, employment terms, severance agreements, and any other special or supplemental benefits;

•        review aggregate awards under equity-based plans established by the Company and otherwise perform all duties delegated or assigned to the Compensation Committee pursuant to such plans;

•        review and discuss with the Board executive management succession planning, including the establishment of appropriate criteria for the selection and evaluation of potential successors to the Chief Executive Officer and other executive officers of the Company;

•        oversee the Summit Operating Benefits Administration Committee (the “Benefits Committee”), the management-level committee established by the Board, (i) to serve as a named fiduciary of the employee benefits plans and arrangements of Summit Operating Services Company, LLC (“Summit Operating”), (ii) to conduct the day-to-day administration of the employee benefits plans and arrangements of Summit Operating, and (iii) to be responsible for the fulfillment of certain other responsibilities more particularly described in the Benefits Committee charter adopted by the Board, the documents of the employee benefits plans and arrangements of Summit Operating, or other documents established by the Benefits Committee;

•        administer our Policy for the Recovery of Erroneously Awarded Compensation; and

•        review and discuss with our management and subsequently prepare and publish the executive compensation disclosures and executive officer compensation reports to be included in the Company’s proxy statement or annual report on Form 10-K.

The Compensation Committee has adopted a Compensation Committee charter, which is publicly available on the Company’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com. Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found or provided at that Internet address or at our website in general is intended or deemed to be incorporated by reference herein.

Nominating, Governance and Sustainability Committee

James J. Cleary, Rommel M. Oates, Jerry L. Peters and Marguerite Woung-Chapman serve as the members of the Nominating, Governance and Sustainability Committee, with Ms. Woung-Chapman serving as the chair of the committee. The Board has determined that all members of the Nominating, Governance and Sustainability Committee are independent under NYSE listing standards.

The duties of the Nominating, Governance and Sustainability Committee are to, among other things:

•        determine Board membership qualification standards and criteria for the selection of new directors;

•        identify individuals qualified to become members of the Board consistent with criteria approved by the Board;

•        select, evaluate and recommend to the Board individuals to serve on Board committees, including chair;

•        consider and make recommendations to the Board regarding any director candidates submitted or nominated by stockholders of the Company pursuant to the procedures set forth in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws;

•        evaluate the composition, size and governance practices of the Board;

•        monitor the independence of Board members;

•        assess the Company’s and the Board’s compliance with governance requirements of the NYSE, the Sarbanes-Oxley Act of 2002 and other applicable laws;

•        oversee the evaluation of the Board and its structure, culture, information and resources and policies and processes, including the Board’s annual performance evaluation; and

•        oversee our strategy, processes, and disclosures on environmental, social and governance (“ESG”) matters and recommend to the Board the annual sustainability reports to be published by the Company.

The Nominating, Governance and Sustainability Committee has adopted a Nominating, Governance and Sustainability Committee charter, which is publicly available on the Company’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com. Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found or provided at that Internet address or at our website in general is intended or deemed to be incorporated by reference herein.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of James J. Cleary, J. Lee Jacobe and Marguerite Woung-Chapman. During 2024, no member of the Compensation Committee was an executive officer of another entity on whose compensation committee or board of directors any executive officer of the Company served.

Furthermore, except for compensation arrangements disclosed in this proxy statement, we have not participated in any contracts, loans, fees or awards, and do not have any financial interests, direct or indirect, with any Compensation Committee member. In addition, none of our management or Board members are aware of any means, directly or indirectly, by which a Compensation Committee member could receive a material benefit from the Company.

The Chief Executive Officer participated in his capacity as a director in the deliberations of the Board concerning named executive officer compensation and made recommendations to the Compensation Committee regarding named executive officer compensation but abstained from any decisions regarding his compensation.

Risk Oversight

The Board as a whole typically discusses and addresses our key strategic risks at its meetings over the course of each year, both as they relate to particular projects or other topics being considered by the Board and in their own right as a separate agenda topic. The Board’s discussions specifically include strategic planning, identifying and addressing our strategic risks and potential opportunities, and evaluating matters such as ESG reporting and sustainability. The Board also receives detailed reports from management regarding a variety of matters, including operational, health, safety and environmental, financial, legal, governance and cybersecurity matters, as applicable.

Each committee of the Board also reports to the Board on a regular basis, including as appropriate with respect to each committee’s risk oversight activities. For example, as applicable, the Board and the Audit Committee discuss the guidelines and policies that govern the process by which risk assessment and management is undertaken and evaluate reports from various functions with the management team on risk assessment and management. The Audit Committee assists the Board in oversight of the integrity of the Company’s financial statements and compliance with legal and regulatory requirements. The Audit Committee also reviews and assesses the performance of the Company’s internal audit function and its independent registered public accounting firm. The Compensation Committee manages risk as it relates to our compensation plans, programs, and structure and also oversees executive succession planning. The Nominating, Governance and Sustainability Committee oversees risks related to corporate governance, such as director independence, the effectiveness of the Board and committees and director nominations and oversees the Company’s ESG matters and the sustainability report to be published by the Company. We believe that the Board’s role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of management having responsibility for assessing and managing our risk exposure and the Board and its committees providing oversight in connection with those efforts.

Governance Documents

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that sets forth the Company’s policy with respect to business ethics and conflicts of interest. The Code of Business Conduct and Ethics is intended to ensure that the employees, officers and directors of the Company conduct business with the highest standards of integrity and in compliance with all applicable laws and regulations. It applies to the employees, officers and directors of the Company, including the principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions (the “Senior Financial Officers”). The Code of Business Conduct and Ethics also incorporates expectations of the Senior Financial Officers that enable the Company to provide accurate

and timely disclosure in its filings with the SEC and other public communications. We will post information regarding any amendments to, or waivers of, the provisions of the Code of Business Conduct and Ethics applicable to the Senior Financial Officers at the website location referred to under “— Website Availability of Documents.”

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines provide guidelines for the governance of the Company. These guidelines establish, among other things, the requirements for the composition of the Board and the committees of the Board, the responsibilities of Board members and the requirements for meetings of the Board. The Corporate Governance Guidelines specifically provide, among other things, that (i) the independent members of the Board will select an independent director to serve as Lead Director to preside over any executive sessions at which the Chairman of the Board is not present, and (ii) interested parties may communicate directly with the Company’s independent Board members as set forth under “— Communications with the Board.”

Prohibition on Insider Trading and Avoidance of Speculative Trading in the Company’s Shares

We have established policies prohibiting our officers, directors and employees, and other persons that the Company may determine should be subject to such policies, such as contractors or consultants who have access to material non-public information, from purchasing or selling our securities while in possession of material, nonpublic information or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. All transactions in our securities by our directors, officers and certain employees must be precleared by the Chief Compliance Officer. Additionally, our directors, officers and certain employees are prohibited from trading in our securities for the period beginning one week before the end of any fiscal quarter of the Company and ending two days after the public release of earnings data for such fiscal quarter. Our policies also call for our directors, officers and certain employees to avoid participating in transactions involving trading activities that, by their aggressive or speculative nature, may give rise to an appearance of impropriety. In addition, to the extent any directors, officers or certain other employees wish to sell our securities, we permit our directors, officers and certain employees to enter into pre-arranged trading plans that comply with Rule 10b5-1 under the Exchange Act, which, in addition to any requirements of applicable law, must be approved by the Chief Compliance Officer or his designee.

Website Availability of Documents

The following documents are publicly available on the Company’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com:

•        Audit Committee Charter

•        Compensation Committee Charter

•        Nominating, Governance and Sustainability Committee Charter

•        Code of Business Conduct and Ethics

•        Corporate Governance Guidelines

•        Insider Trading Policy

•        Whistleblower Policy

A printed copy of any of these documents is also available free of charge on written request to the Secretary of the Company at 910 Louisiana Street, Suite 4200, Houston, Texas 77002.

Additionally, on June 30, 2024, we published our annual ESG Report, showcasing our commitment to core principles that drive operational excellence, sustainability and value for our business. These principles include prioritizing safe and reliable operations, minimizing our environmental impact, protecting our employees’ health and wellbeing, and following responsible and ethical business practices. Our ESG Report is available on our website and can be found at www.summitmidstream.com/esg.

Our website and the ESG Report are not part of this proxy statement and are not incorporated by reference into this proxy statement. Our ESG goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that our goals will be achieved.

Director Candidates

In selecting members of the Board, the Nominating, Governance and Sustainability Committee’s recommendation and the Board’s decisions take into account, in addition to the independence criteria:

•        Personal and professional qualities, characteristics, attributes, accomplishments and reputation in the business community;

•        Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;

•        Ability and willingness to commit adequate time to Board and committee matters, including service on boards of other publicly-traded companies;

•        The fit of the individual’s skills and personality, including with those of other Board members and potential Board members, to build a Board that is effective, collegial and responsive to the needs of the Company;

•        Diversity of viewpoints, background, experience and other demographics as compared to those of other Board members and potential Board members; and

•        Other relevant factors as the Board deems appropriate, including the current composition of the Board, the need for Audit Committee expertise and the Board’s evaluation of other director candidates.

The Nominating, Governance and Sustainability Committee has the sole authority to retain and terminate any director search firm to be used to identify director candidates.

Communications with the Board

Interested parties may communicate directly with the Company’s independent Board members by submitting a communication in an envelope marked “Confidential” addressed to the “Independent Members of the Board” in care of the Secretary of the Company at 910 Louisiana Street, Suite 4200, Houston, Texas 77002. Additional requirements for certain types of communications are set forth under “Additional Information — Advance Notice Required for Stockholder Proposals and Nominations.”

PROPOSAL NO. 1
ELECTION OF DIRECTORS
(OTHER THAN THE CLASS I CLASS B DIRECTOR)

(Item 1 on the Proxy Card)

The Board is divided into three classes of directors for purposes of election. Two Class I directors (other than the Class I Class B Director) will be elected by the Stockholders, voting together as a single class, at the 2025 Annual Meeting to serve a three-year term that will expire at our annual meeting of stockholders to be held in 2028.

As described above under “Questions and Answers about the 2025 Annual Meeting,” the Certificate of Incorporation (including the Certificate of Designation of Class B Common Stock (the “Class B Certificate of Designation”)) and Bylaws provide that the nominees for Class I director will be elected by a plurality of the votes cast by our Stockholders, voting together as a single class. Abstentions and broker non-votes will have no effect on the vote with respect to this proposal.

If any nominee is unavailable as a candidate at the time of the 2025 Annual Meeting, either the number of directors constituting the full Board will be reduced to eliminate any vacancy or the persons named as proxies will use their best judgment in voting for any available nominee. The Board has no reason to believe that the current nominees will be unable to serve.

J. Lee Jacobe and Jerry L. Peters are the nominees for election as Class I directors (other than the Class I Class B Director) at the 2025 Annual Meeting. There is no family relationship among such nominees with any of our executive officers or directors, and there is no arrangement or understanding between such nominees and any other person pursuant to which the nominee was or is to be selected as a director or nominee.

Key Skills, Experience and Competencies of the Board

The Board collectively represents the following key skills, experience and competencies:

Information Concerning Nominees for Election as Class I Directors (Other Than the Class I Class B Director)

The following sets forth information as of April 1, 2025 concerning the nominees for election as Class I directors (other than the Class I Class B Director) at the 2025 Annual Meeting.

Information Concerning Other Directors (Other Than Class B Directors)

The following sets forth information as of April 1, 2025 concerning the Class II and Class III directors (other than Class B Directors) whose present terms of office will expire at the 2026 Annual Meeting and the 2027 Annual Meeting, respectively.

For detailed information regarding our directors’ respective holdings of our securities, compensation and other arrangements, see “Security Ownership — Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation” and “Certain Relationships and Related Party Transactions.”

PROPOSAL NO. 2
ELECTION OF DIRECTOR
(CLASS I CLASS B DIRECTOR)
(Item 2 on the Proxy Card)

The Board is divided into three classes of directors for purposes of election. One Class I director (other than the two Class I directors nominated pursuant to Proposal No. 1) will be elected by the Class B Stockholders, voting separately as a class, at the 2025 Annual Meeting to serve a three-year term that will expire at our annual meeting of stockholders to be held in 2028.

As described above under “Questions and Answers about the 2025 Annual Meeting,” the Certificate of Incorporation (including the Class B Certificate of Designation) and Bylaws provide that the nominee for Class I director (other than the two Class I directors nominated pursuant to Proposal No. 1) will be elected by a plurality of the votes cast by the Class B Stockholders, voting separately as a single class. Abstentions will have no effect on the vote with respect to this proposal.

If the nominee is unavailable as a candidate at the time of the 2025 Annual Meeting, such resulting vacancy will be filled with immediate effect (including, if applicable, at any point prior to the 2025 Annual Meeting) by written consent by the holders of Class B Common Stock. The Board has no reason to believe that the current nominee will be unable to serve.

Jason H. Downie is the nominee for election as Class I director (other than the two Class I directors nominated pursuant to Proposal No. 1) at the 2025 Annual Meeting. There is no family relationship between such nominee with any of our executive officers or directors.

On December 2, 2024, we completed the transaction contemplated in the Business Contribution Agreement, dated as of October 1, 2024, by and among us, SMLP and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak Parent”), pursuant to which Tall Oak Parent contributed all of its equity interests in Tall Oak Midstream Operating, LLC, a Delaware limited liability company, to us in exchange for total consideration equal to $425.0 million (the “Tall Oak Acquisition”). In connection with the consummation of the Tall Oak Acquisition, we filed the Class B Certificate of Designation with the Secretary of State of the State of Delaware, which among other things, designated a series of our common stock, par value $0.01 per share, as Class B Common Stock. At closing of the Tall Oak Acquisition, we issued 7,471,008 shares of our Class B Common Stock and 7,471,008 common units representing limited partner interests of SMLP (“SMLP Partnership Units”), that are exchangeable into an equivalent quantity of our common stock on a 1:1 exchange ratio. The shares of Class B Common Stock are non-economic interests and are not convertible into any of our other securities. However, if a holder exchanges one SMLP Partnership Unit for one share of common stock, it must also surrender to us one share of Class B Common Stock for each SMLP Partnership Unit exchanged.

For so long as Tall Oak Parent and its permitted transferees (collectively, the “Investor”) continuously own the following threshold amounts of the outstanding shares of common stock, on a diluted basis assuming the exchange of all SMLP Partnership Units then outstanding (the “Total Shares”), the Investor will have the right to elect directors to the Board (each, a “Class B Director”), and the Board will be composed in part of Class B Directors as specified below:

•        up to four Class B Directors, until such time as the number of shares of common stock issuable to the Investor upon redemption or exchange of the SMLP Partnership Units held by the Investor (the “Total Class B Ownership”) continuously held is less than or equal to 32% of the Total Shares;

•        up to three Class B Directors, until such time as the Total Class B Ownership continuously held is less than 28% of the Total Shares;

•        up to two Class B Directors, until such time as the Total Class B Ownership continuously held is less than 20% of the Total Shares; and

•        up to one Class B Director, until such time as the Total Class B Ownership continuously held is less than 10% of the Total Shares (“Fourth Step Down Event”).

Upon consummation of the Tall Oak Acquisition, we entered into that certain Investor and Registration Rights Agreement, dated as of December 2, 2024 (the “Investor and Registration Rights Agreement”), providing for, together with the Class B Certificate of Designation, certain rights and obligations with respect to the governance of the Company. Pursuant to the Investor and Registration Rights Agreement (and the Class B Certificate of Designation), until the earlier to occur of (i) the Fourth Step Down Event and (ii) such date that the Investor delivers a written waiver of its rights under the Investor and Registration Rights Agreement (which shall be irrevocable), the Company shall take all necessary actions within its control so as to cause to be elected to the Board and to cause to continue in office the Class B Director(s) entitled to be designated by the Investor.

Information Concerning Nominee for Election as Class I Class B Director

The following sets forth information as of April 1, 2025 concerning the nominee for election as Class I Class B Director at the 2025 Annual Meeting.

Information Concerning Other Class B Directors

The following sets forth information as of April 1, 2025 concerning the Class II and Class III Class B Directors whose present terms of office will expire at the 2026 Annual Meeting and the 2027 Annual Meeting, respectively.

For detailed information regarding our directors’ respective holdings of our securities, compensation and other arrangements, see “Security Ownership — Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation” and “Certain Relationships and Related Party Transactions.”

EXECUTIVE OFFICERS

The table below shows certain information for the executive officers of the Company as of April 1, 2025.

J. Heath Deneke has been President and Chief Executive Officer and a director of the Company since August 2024, and prior to the Corporate Reorganization, served as President and Chief Executive Officer and a director of the General Partner since September 2019. Mr. Deneke currently serves as Chairman of the Board. Mr. Deneke’s biography and experience are included under “— Information Concerning Other Directors (Other Than Class B Directors)” above.

William J. Mault has been the Executive Vice President and Chief Financial Officer of the Company since August 2024, and prior to the Corporate Reorganization, served as Executive Vice President and Chief Financial Officer of the General Partner since February 2022. Mr. Mault has been with the Company, and prior to the Company, the General Partner, since 2016 and has held various senior management roles at the Company and the General Partner, including Vice President of Corporate Development, Finance and Treasurer. Prior to joining the General Partner, Mr. Mault spent nearly 10 years in mergers and acquisitions and investment research capacities, most recently at SunTrust Robinson Humphrey (now Truist Securities). Mr. Mault has over 10 years of oil and gas industry experience, is a Chartered Financial Analyst® charterholder and holds a Bachelor of Business Administration, majoring in Banking, Finance and Economics, from Northwood University.

James D. Johnston has been the Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the Company since August 2024, and prior to the Corporate Reorganization, served as Executive Vice President, General Counsel and Chief Compliance Officer of the General Partner since September 2020 and the Secretary of the General Partner since March 2021. Prior to joining the General Partner, Mr. Johnston worked in the corporate legal department for Crestwood Equity Partners as Senior Vice President and General Counsel, after serving as Vice President, Deputy General Counsel at Crestwood. Prior to joining Crestwood in 2013, Mr. Johnston served as Assistant General Counsel for Kinder Morgan and in various legal and commercial roles of increasing responsibility at Kinder Morgan, El Paso Corporation and Sonat, Inc. from 1997 to 2013. Mr. Johnston holds a bachelor’s degree from Western University in Ontario, Canada and a Doctor of Jurisprudence from Samford University’s Cumberland School of Law in Birmingham, Alabama.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the compensation of certain of our executive officers in 2024, as reported in the Summary Compensation Table and other tables in this proxy statement.

In this CD&A, we review the compensation decisions, and rationale for those decisions, relating to our principal executive officer and the two next most highly compensated executive officers and, accordingly, our “named executive officers” for purposes of the disclosure herein (“Named Executive Officers” or “NEOs”) are:

The following describes the material elements of the Company’s executive compensation program for the NEOs for fiscal year 2024. The Compensation Committee provides oversight, administers and makes decisions regarding the Company’s compensation policies and plans.

Compensation Philosophy and Objectives

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. Our overall compensation program is designed to achieve the following objectives:

•        Attract and retain outstanding talent;

•        Drive achievement of short-term and long-term goals;

•        Reward successful execution of objectives;

•        Reinforce our culture and leadership competencies;

•        Advance our business strategy and create long-term value;

•        Align our executives’ interests with the interests of our stockholders; and

•        Discourage undue risk-taking.

We incorporate a pay-for-performance philosophy when designing executive compensation opportunities. Thus, a portion of an executive’s target compensation is performance-based through linkage to the achievement of safety, financial and other measures deemed to be drivers in the creation and preservation of stockholder value. While the allocation among the elements of total direct compensation may vary, a portion of the compensation opportunity available to each of our NEOs is, by design, tied to the Company’s annual and long-term performance.

The following table highlights some of the key features of our executive compensation program:

2024 Business Highlights

Our business is focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins in the United States. We offer natural gas, crude oil and produced water gathering systems that generate revenue under primarily long-term and fee-based gathering agreements with our customers.

Demand for our services is influenced by the condition of the oil and gas industry and demand for fossil fuels. We operate in a market influenced by cyclicality in producer development plans, volatility in commodity prices, and a long-term trend toward sustainable forms of energy and policies that discourage longer-term investment in the fossil fuel industry.

In 2024, we effectuated the Corporate Reorganization, as further described above. Additionally, we executed on several key strategic milestones, including the sale of our Northeast businesses, in the Utica and Marcellus Shales, earlier in the year which accelerated debt reduction. The additional financial flexibility that created also enabled the refinancing of our balance sheet in the summer with an upsized $500 million credit facility and new second lien secured notes. With those accomplishments, we were then able to close on the value- and credit-accretive acquisition of Tall Oak Midstream in the Arkoma, which increased the Company’s natural gas exposure in a supply basin that is very well-positioned to help meet growing Gulf Coast natural gas demand. The transaction also further enhanced the balance sheet and helped drive leverage down to 3.9x as of year-end 2024. Our operational and financial results in 2024 remained in line with expectations, driven by steady well connections, active producer engagement, and continued optimization of our asset base.

2024 Executive Compensation Highlights

The discussion set forth below in this CD&A describes the approach to executive compensation, and elaborates upon the various actions taken and adjustments made, with respect to our executive compensation program in 2024, the highlights of which include the following:

•        Continued offering of salaries and other executive compensation at competitive levels as needed to attract and retain talent;

•        At-risk compensation constituting a significant portion of overall executive compensation;

•        Continued engagement of an independent compensation consultant to review and benchmark our executive compensation;

•        Elimination of single-trigger vesting of long-term equity awards in connection with a change in control for long-term equity awards granted in 2024; and

•        Including performance-based vesting requirements for a significant portion of new long-term equity awards.

We believe that our 2024 executive compensation:

•        Appropriately reflects the Company’s financial performance for the year, as well as for longer-term value creation;

•        Strives to create alignment of our NEOs’ interests with those of our stockholders;

•        Includes an appropriate overall mix of short- and long-term incentives, and service-based and performance-based vesting requirements, to enhance stockholder value and motivate sustainable performance and decision-making;

•        Takes into consideration the efforts, performance and successes of our NEOs in pursuing our business objectives in challenging market conditions;

•        Advances our core business strategy; and

•        Helps attract, motivate and retain the key talent needed to ensure the Company’s long-term success.

Our Compensation Setting Process

The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. To assist with its oversight responsibilities, the Compensation Committee engages an independent compensation consultant (the “Compensation Consultant”) who provides the Compensation Committee with data, analysis and advice on the structure and level of executive compensation. The Compensation Consultant participates as requested in Compensation Committee meetings and executive sessions of the Compensation Committee meetings. The Compensation Consultant may work with our management on various matters for which the Compensation Committee is responsible. We consider the Compensation Consultant to be independent of the Company according to current NYSE listing requirements and SEC guidance. Willis Towers Watson has served as the Compensation Consultant since September 2019. During 2024, Willis Towers Watson did not provide services to the Company other than advising on executive and director compensation.

The exact level of targeted compensation for each NEO varies based on the individual’s role at the Company, the individual’s experience and the individual’s contribution to our success. Company management, in consultation with the Compensation Committee chair and the Compensation Consultant, prepares materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee, including market data provided by the Compensation Consultant and recommendations of our CEO regarding compensation of the other executives. The Compensation Committee considers the market data provided by the Compensation Consultant to determine the compensation of our CEO.

Based on market data, which we use as a reference, we believe compensation for our NEOs is reasonably competitive with opportunities available to officers holding similar positions at comparable companies. We seek to set compensation levels for each element of total direct compensation based on our assessment of market practices at or near the median. The Compensation Committee adjusts target compensation for each NEO above or below the median, taking into consideration experience, performance, internal equity and other relevant circumstances.

Selection of Compensation Comparative Data

For benchmarking purposes, the Compensation Committee compares the total compensation for each NEO position to the compensation paid for similar positions by companies in our peer group. With input from the Compensation Committee and management, the Compensation Consultant evaluates companies to be included in the peer group and the methodology for selecting that peer group. As part of the process, the Compensation Consultant may consult with management to ensure that the most appropriate companies are selected, including from the perspective of similarity of business lines and competition for talent. The Compensation Committee then reviews and, as it may deem appropriate, approves the proposed peer group for the applicable compensation year.

In determining our peer group, we strive to define the market for our executive talent using a sizeable group of companies that are comparable to us in both line of business and size, as measured by revenues and other key financial characteristics. In addition, the Compensation Consultant provides data from industry-specific compensation surveys that provide an additional reference point and insight that helps support the compensation decision-making process. We believe that the compensation surveys and companies identified in our peer group constitute the best and most appropriate approach for benchmarking comparisons, which helps attract and retain highly qualified, experienced and technically proficient executives with well-developed management, operational and marketing skills needed to excel in our industry. The Compensation Committee will continue to review and monitor the peer group and its methodology on an annual basis and select peers based on appropriate screening criteria, metrics and competition for executive talent.

During the Compensation Committee’s annual review of executive compensation, the Compensation Consultant conducted a competitive assessment for similar types of positions comparable to the Company’s direct peer companies and available survey data. For this assessment, information from peer company public filings was compiled, including public company proxy statements and annual reports on Form 10-K. The peer group used for 2024 executive compensation consisted of publicly traded midstream companies with whom we compete for executive talent.

The peer group comprised the following companies for 2024:

Each year, the Compensation Committee reviews the companies in the peer group with its Compensation Consultant, making changes when appropriate, including for mergers and acquisitions that affect the availability and relevance of compensation information.

The compensation analysis encompassed the primary elements of total direct compensation, including annual base salary, annual short-term incentive and long-term incentive awards for the NEOs of these peer group companies. The Compensation Committee considered the information provided to ascertain whether the compensation of our NEOs is aligned with its compensation philosophy and competitive with the compensation for executive officers of the peer group companies. The Compensation Committee reviewed the compensation analysis to confirm our compensation programs were supporting a competitive total compensation approach that emphasizes incentive-based compensation and appropriately rewards achievement of our objectives. The Compensation Committee will continue to review and monitor the peer group and our methodology on an annual basis and will select peers based on appropriate screening criteria, metrics and competition for executive talent.

Elements of Executive Compensation

The primary elements of compensation for the NEOs for 2024 are base salary, annual incentive compensation and long-term compensation awards (subject to both service-based and performance-based vesting requirements) granted under the SMLP Long-Term Incentive Plan, as in effect from time to time and as may be amended (for purposes of this CD&A, the “SMLP LTIP”). In connection with the consummation of the Corporate Reorganization, the long-term compensation awards held by the NEOs were canceled and converted into awards under the SMC LTIP (as defined below), as discussed below in the “— Long-Term Equity-Based Compensation Awards” section. The NEOs also receive certain retirement, health and welfare and additional benefits.

Our executive compensation program consists of the following primary elements:

We use each element of compensation to satisfy one or more of our stated compensation objectives. Our goal is to achieve the appropriate balance between short-term cash incentives for achievement of annual financial performance goals and long-term incentives to promote achievement of sustained value over the longer term and for retention purposes.

We believe that incentive awards based on Company equity serve to align the economic interests of our executive officers with those of the Company’s public stockholders. We believe that our restricted stock unit awards, as described below, provide proper incentives to avoid undue risk taking while increasing long-term stockholder value. We also believe that these awards are an important retention tool with respect to our NEOs.

For 2024, the target total direct compensation for the NEOs as set by the Compensation Committee is summarized below. Each element is further discussed in this CD&A.

____________

(1)      The amounts reported in this column reflect each NEO’s annualized base salary that went into effect as of February 25, 2024. Prior to such date, the NEO’s annualized base salaries were as follows: Mr. Deneke — $650,000; Mr. Mault — $336,000; and Mr. Johnston — $386,000.

Relative Size of Primary Elements of Compensation

We believe it is important for executive pay to be strongly linked to Company performance. Our executive compensation program emphasizes the alignment of executive interests with those of our stockholders to ensure accountability and sustained long-term company growth. Compensation for our NEOs is comprised of a fixed base salary plus a combination of annual cash and long-term equity incentives. The majority of our NEOs’ total direct compensation is variable, or at-risk, and dependent on the achievement of Company performance goals and sustained tenure.

Our CEO’s compensation in 2024 was comprised of, at target, approximately 15% base salary, 23% annual incentive bonus (“annual bonus”) and 62% long-term incentive plan awards, amounting to approximately 85% at-risk compensation.

Our other NEOs’ compensation in 2024 was comprised of, at target, approximately 24% base salary, 24% annual bonus and 52% long-term incentive plan awards, amounting to approximately 76% at-risk compensation.

Base Salary

Base salary serves as the minimum, fixed level of cash compensation provided to NEOs and is designed to accurately reflect each NEO’s relative skills, experience and other contributions to the Company. The base salaries of our NEOs are reviewed annually by the Compensation Committee to determine the levels deemed necessary to attract and retain individuals with superior talent. That review is conducted in light of the Company’s performance, external market factors and any changes to other elements of compensation. We aim to pay base salaries for our executives near the median level compared to information provided by the Compensation Consultant, and to allow our executives to earn greater levels of short-term and long-term compensation only when our financial performance and stockholder returns warrant compensation at those higher levels.

The base salaries of our NEOs are set forth in the following table:

In 2024, the Compensation Committee determined to make adjustments to the NEOs’ base salaries, as shown above, beginning on February 25, 2024 based on market data provided by the Compensation Consultant and the competitive market for talent that continued to exist.

Annual Incentive Compensation

We provide an annual bonus to drive the achievement of key business results and to recognize the NEOs based on their contributions to those results. The annual bonus plan is a cash-based incentive plan. Incentive amounts are intended to provide total cash compensation near the market range for executive officers in comparable positions when target performance is achieved. Annual bonus compensation levels are set above or below the market range to reflect actual performance results as appropriate when performance is greater or less than expectations. Pursuant to their employment agreements in effect in 2024, each NEO was eligible to receive an annual bonus payout ranging from 0% to, for Mr. Deneke, 300% of annual base salary and, for Messrs. Mault and Johnston, 200% of base salary, in each case as may be adjusted at the discretion of the Compensation Committee based on attainment of annual performance targets.

In December 2023, the Compensation Committee established the 2024 annual bonus plan target opportunities as a percentage of base salary for our NEOs. The 2024 target for Mr. Deneke was 150% of his base salary. For Messrs. Mault and Johnston, it was 100% of their base salaries.

The Compensation Committee establishes performance measures annually that align with our business strategy, as reflected in a corporate scorecard applicable to the senior leadership team (the “SLT Scorecard”) and in individual performance goals for each NEO. The amount of each NEO’s actual bonus earned is equal to the product of their target annual bonus, multiplied by the level of achievement of the SLT Scorecard, multiplied by the level of achievement of their individual performance goals.

The SLT Scorecard reflects our key business priorities, including financial goals; health, safety, environmental and regulatory (“HSER”) goals; and certain strategic initiatives and other key objectives for a given year. In 2024, the SLT Scorecard contained three factors, which are considered by the Board and management as key indicators of the successful execution of our business plan. Those factors were (i) adjusted EBITDA, (ii) goals for overall business development activity and (iii) HSER metrics.

In February 2025, the Compensation Committee and the Board reviewed the SLT Scorecard for 2024 and determined the level of achievement of each key factor. We exceeded our threshold goals for adjusted EBITDA and HSR metrics and achieved our target goals for overall business development activity. These results yielded a calculated SLT Scorecard result of 125% of target. The 2024 goals and results for the SLT Scorecard factors are set forth in the following table:

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(1)      Adjusted EBITDA is a non-GAAP financial measure and is a supplemental financial measure used by management in evaluating our financial performance. Please see “Non-GAAP Financial Measure — Adjusted EBITDA” included as Appendix A to this proxy statement for an explanation of how adjusted EBITDA is calculated and why we use adjusted EBITDA.

(2)      Achievement of the overall business development goals is based on the Compensation Committee’s assessment of performance for 2024, for categories consisting of (i) continued development and optimization projects, (ii) securing additional contracts and plant connections for the Double E Pipeline, (iii) continuing to develop ESG and energy transition opportunities, and (iv) strategic transactions, including the pursuit of key strategic M&A initiatives.

(3)      Achievement of the HSER goals is based on the Compensation Committee’s assessment of performance for 2024, for categories consisting of (i) major incidents, (ii) total recordable incident rates, (iii) lost time incidents, (iv) spill intensity, (v) HSE training and (vi) reports resolved.

(4)      The Compensation Committee approved an assessment of the Company’s overall performance at 125%.

Each NEO’s individual performance goals included their performance with respect to their applicable departmental functions, their contributions to the Company’s and their department’s performance, their individual leadership capabilities and their contributions towards strategic initiatives. The annual bonuses paid to each NEO were approved by the Compensation Committee, as further described below.

Mr. Deneke’s annual bonus reflects the SLT Scorecard’s 125% overall Company achievement and his 115% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Deneke’s driving the Corporate Reorganization in 2024 and producing the resulting tax, liquidity, and simplification benefits, and his leading the Company through a comprehensive strategic alternatives review and the successful closing of several related transactions in 2024.

Mr. Mault’s annual bonus reflects the SLT Scorecard’s 125% overall Company achievement and his 120% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Mault’s completion of the refinancing of 2025 senior unsecured notes that eliminated material debt maturities until May 2026 and leading the negotiations for the sale of the Northeast businesses and the integration of the Tall Oak business in 2024.

Mr. Johnston’s annual bonus reflects the SLT Scorecard’s 125% overall Company achievement and his 110% individual achievement in contributing to the Company’s overall results. In determining the level of achievement of his individual performance goals, the Compensation Committee noted Mr. Johnston’s leading the HSER, HR, Land, and ESG/Sustainability functions of the Company and his significant effort in conducting the three shareholder meetings and related legal, governance, and regulatory activities in 2024.

Long-Term Equity-Based Compensation Awards

Prior to the Corporate Reorganization, pursuant to the SMLP LTIP, eligible officers (including the NEOs), employees, consultants and directors of SMLP and its affiliates are eligible to receive awards with respect to SMLP’s equity interests. The SMLP LTIP provided for the grant, from time to time at the discretion of the Compensation Committee, of a dollar-denominated award, unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, and other awards related to SMLP’s equity interests.

In connection with the consummation of the Corporate Reorganization, the Company assumed the SMLP LTIP, and all the obligations of SMLP thereunder. In connection with the assumption of the SMLP LTIP and the Corporate Reorganization, the Board approved the amendment and restatement of the SMLP LTIP, with such amendment and restatement effective as of August 1, 2024 (such amended and restated plan, the Summit Midstream Corporation 2024 Long-Term Incentive Plan (for purposes of this CD&A, the “SMC LTIP”)). Pursuant to the SMC LTIP, eligible officers (including the NEOs), employees, consultants and directors of the Company and its affiliates are eligible to receive awards with respect to our equity interests, thereby linking the recipients’ compensation directly to the value of our common stock and enhancing our ability to attract and retain superior talent. The SMC LTIP provides for the grant, from time to time at the discretion of the Compensation Committee, of a dollar-denominated award, stock awards, restricted stock, restricted stock units, stock options, stock appreciation rights, dividend equivalent rights, and other awards related to the Company’s common stock. On a go-forward basis, long-term equity-based compensation awards will be granted under the SMC LTIP (and for the avoidance of doubt, not under the SMLP LTIP).

The SMC LTIP is designed to promote our interests, as well as the interests of our stockholders, by aligning the interests of our eligible employees (including the NEOs) and directors with those of common stockholders, as well as by strengthening our ability to attract, retain and motivate qualified individuals to serve as directors and employees. Awards under the SMC LTIP are typically granted once per fiscal year (during the quarterly period ending March 31st).

2024 Awards

SMLP LTIP award guidelines were determined using the Compensation Consultant’s analysis for individuals in comparable positions and an analysis of the scope of their roles and duties. These guidelines set an annual long-term incentive award target in the amount of 405% of base salary for Mr. Deneke and 225% of base salary for Messrs. Mault and Johnston in 2024.

Effective January 17, 2024, the Board approved a grant of phantom units to each of Messrs. Deneke, Mault and Johnston, in line with the annual award guidelines. In consultation with the Compensation Consultant, the Compensation Committee determined that, consistent with the practices of the Company’s peer companies, phantom units should be granted subject to both performance-based and service-based vesting conditions. Consistent with the Company, companies in our compensation peer group are generally using a combination of performance-based and time-based awards. The Compensation Committee determined that 40% of the phantom units award will vest based on the achievement of the performance measures over a three-year performance period, as discussed below, and the remaining 60% of the phantom unit award will vest ratably subject to continued service over a three-year period. Holders of phantom units are entitled to distribution equivalent rights for each phantom unit, if applicable, providing for a lump sum payment equal to any accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date. The Compensation Committee selected equity-based awards with three-year service-based and performance-based vesting requirements to foster increased unit ownership by the NEOs, as a retention incentive for continued employment with the Company and to continue to align our NEOs’ interests with the interests of our unitholders.

To calculate the number of phantom units granted to each NEO, in January 2024, the Compensation Committee determined the dollar amount of the long-term incentive compensation award and that 40% of such value would be granted in the form of phantom units subject to performance-based vesting requirements and 60% of such value would be granted in the form of phantom units subject to service-based vesting requirements and then granted the number of phantom units that had a fair market value equal to the determined value, based on the market price for a unit of common equity. Phantom unit awards granted under the SMLP LTIP in 2024 were as follows:

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(1)      The Compensation Committee determined the number of phantom units awarded under the SMLP LTIP on January 18, 2024 based on a per unit volume-weighted average closing price of approximately $16.7171 for the three trading days immediately preceding the grant date.

(2)      The number and value of performance-based phantom units are included in this table at target performance.

Performance-based Phantom Units

The performance-based phantom units will vest to the extent the following performance measures are met over the three-year period beginning January 1, 2024 and ending December 31, 2026 (the “performance period”):

•        Leverage ratio, weighted 50%

•        Relative unitholder return, weighted 50%

As shown in the table below, payouts can range from 0% to 200% of the target number of phantom units.

The leverage ratio is based on the ratio of (i) Consolidated Net Debt as of the end of the performance period to (ii) EBITDA for the period of the four consecutive fiscal quarters most recently ended as of the calculation date. Such ratio will be calculated in accordance with terms of the Loan and Security Agreement, dated as of November 2, 2021 (which is filed as Exhibit 10.43 to our Annual Report on Form 10-K for the year ended December 31, 2023, the “Credit Agreement”) for the calculation of “Total Net Leverage Ratio” as defined therein. Consolidated Net Debt and EBITDA will have the applicable meaning ascribed thereto in the Credit Agreement.

The Company’s relative unitholder return will be compared to the total unitholder or total shareholder return, as applicable, of a performance peer group comprised of Archrock, Inc., Aris Water Solutions, Inc., DT Midstream Inc., LP, EnLink Midstream LLC, Equitrans Midstream Corp., Genesis Energy LP, Kodiak Gas Services, Inc., NGL Energy Partners LP, NuStar Energy LP, Targa Resources Corp., USA Compression Partners LP and USD Partners LP. Total returns will be calculated as (i) the sum of (a) the average fair market value of a common unit or share of common stock, as applicable, at the end of the performance period plus (b) any dividends paid over the performance period, divided by (ii) the average

fair market value of a common unit or share of common stock, as applicable, at the beginning of the performance period; where the average fair market value as of a given date will be the volume-weighted average price of a common unit or share of common stock, as applicable, during the 20 consecutive trading days ending on and including such date. Companies in the performance peer group that, during the performance period, have undergone an acquisition, merger or other corporate transaction pursuant to which they are not the surviving entity will be removed from the peer group.

The performance-based phantom units granted to the NEOs in 2024 are subject to accelerated vesting on the occurrence of any of the following events: (i) a termination of the NEO’s employment other than for cause; (ii) a termination of the NEO’s employment by the NEO for good reason (as defined in the NEO’s employment agreement); or (iii) a termination of the NEO’s employment by reason of the NEO’s death or disability. As described in more detail in the “— Potential Payments” section below, depending on the timing of such terminations, the performance-based phantom units will either vest at the time of termination, with the performance measures deemed met at the target level, or will remain outstanding and eligible to vest in accordance with their terms, as discussed in the “— Potential Payments” section below.

In the event of a change in control, the performance measures associated with the performance-based phantom units will be scored based on the level of performance achieved during the period beginning on the first day of the performance period and ending on the latest practicable date prior to the change in control. If the performance-based phantom units, as scored, are not continued, assumed, substituted or replaced with an award that is either based (i) on shares of common stock or common units that are traded on a national securities exchange and are registered under the Securities Exchange Act of 1934, as amended, or (ii) on a U.S. dollar-denominated cash award, in each case, that has no less than equivalent economic value as immediately prior to the change in control, such performance-based phantom units will become vested in connection with the change in control. Any continued, assumed, substituted or replaced performance-based phantom units remain subject to accelerated vesting provisions described in the paragraph above.

Time-based Phantom Units

The time-based phantom units will vest one-third on each of the first three anniversaries following the date of grant.

The time-based phantom units are subject to accelerated vesting on the occurrence of any of the following events:
(i) a termination of the NEO’s employment other than for cause; (ii) a termination of the NEO’s employment by the NEO for good reason (as defined in the NEO’s employment agreement); or (iii) a termination of the NEO’s employment by reason of the NEO’s death or disability.

In the event of a change in control, the time-based phantom units will become vested only to the extent they are not continued, assumed, substituted or replaced as described above in the “Performance-based Phantom Units” section, and like the performance-based phantom units, if continued, assumed, substituted or replaced, the time-based phantom units will remain subject to the accelerated provisions described in the paragraph above.

Conversion of Phantom Units into Restricted Stock Units

In connection with the Corporate Reorganization, each outstanding phantom unit held by the NEOs were automatically canceled and converted into a restricted stock unit with respect to 1.000 share of common stock of the Company and will continue to be subject to the same terms and conditions applicable to such phantom unit as in effect immediately prior to the Corporate Reorganization and as discussed above. Upon vesting, restricted stock unit awards will be settled with shares of common stock of the Company. Any accumulated but not yet settled distribution equivalent rights associated with the phantom units will be paid in accordance with the terms and conditions applicable to such phantom unit award agreement immediately prior to the effective time of the Corporate Reorganization.

Prior Year Awards

Due to the limited number of units available under the SMLP LTIP at the time of grant, awards granted under the SMLP LTIP in 2020, 2021 and 2022 were granted, in part, in the form of a cash retention bonus. The 2020 and 2021 awards vested and vest ratably over a three-year period, and the 2022 awards vested and vest 20%, 60% and 20% over a three-year period. To continue to align the interests of SMLP’s senior management with its unitholders, following the approval of the new SMLP LTIP in 2022 (and the additional units available thereunder), in November 2022, the Compensation Committee approved a program pursuant to which each member of SMLP’s senior management, including the NEOs, were given the opportunity to forfeit a portion of each outstanding vesting tranche of cash

retention bonus awards previously granted in exchange for phantom units generally subject to the same terms and conditions (the “cash-to-phantom program”). A maximum of 300,000 phantom units were made available by the Compensation Committee under the cash-to-phantom program.

To the extent not forfeited pursuant to the cash-to-phantom program, (i) the final one-third of the 2021 awards, (ii) 60% of the 2022 awards vested in 2024, and (iii) 20% of the 2022 awards will vest in 2025.

Retirement, Health and Welfare and Additional Benefits

Our NEOs receive few perquisites or additional benefits. The NEOs are eligible to participate in such employee benefit plans and programs we offer to our employees, subject to the terms and eligibility requirements of those plans, and receive some additional benefits pursuant to the terms of their employment agreements.

401(k) Plan

The NEOs are eligible to participate in a tax qualified 401(k) defined contribution plan to the same extent as all of our other employees. In 2024, we made a fully vested matching contribution on behalf of each of the 401(k) plan’s participants up to 5% of such participant’s eligible salary for the year.

Health Savings Account Program

The NEOs are eligible to participate in a tax qualified health savings account (“HSA”) if they are enrolled in the available high-deductible health plan. The HSA is a tax-free savings account owned by an individual and can be used to pay for current or future qualified medical expenses. Participants determine how much to contribute, when and how to spend the money on eligible medical expenses, and how to invest the balance. The balance remains in the account and is not subject to forfeiture. The Company makes annual contributions to all HSA-eligible employees who enroll in and contribute to an HSA. In 2024, we made tax-free HSA contributions of $600 to each of Messrs. Deneke and Mault, and $1,200 to Mr. Johnston.

Employment Agreements

In August 2024, each NEO’s employment agreement with Summit Operating Services Company, LLC was amended and restated in connection with the Corporate Reorganization. Elements of the NEOs’ total direct compensation are subject to periodic review and may be adjusted accordingly by the Compensation Committee.

Messrs. Deneke’s, Mault’s and Johnston’s amended and restated employment agreements have an effective date of August 1, 2024 and an initial term that expires on August 1, 2025. The terms of each of Messrs. Deneke’s, Mault’s and Johnston’s amended and restated employment agreements are subject to automatic extension for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30 days prior to the expiration of the then-applicable term.

Mr. Deneke’s employment agreement provides for an annual base salary of $676,000, a performance-based bonus ranging from 0% to 300% of base salary, with a target of 150% of base salary, and an annual equity award under the SMC LTIP with a target value of 405%, provided that such value may vary in the Board’s discretion based on Mr. Deneke’s or our performance prior to each grant. Messrs. Mault’s and Johnston’s employment agreements provide for an annual base salary of $376,000, for Mr. Mault, and $401,000, for Mr. Johnston, a performance-based bonus ranging from 0% to 200% of base salary, with a target of 100% of base salary, and an annual equity award under the SMC LTIP with a target value of 225%, provided that such value may vary in the Board’s discretion based on our performance or Mr. Mault’s and Mr. Johnston’s respective performance prior to each grant.

In addition, Messrs. Deneke’s, Mault’s and Johnston’s employment agreements also provide for reimbursement of certain business expenses incurred in connection with their employment, including company-paid tax preparation and advisory services of up to $12,000 per year, and Mr. Deneke’s employment agreement also provides for Young Presidents Organization membership dues of up to $15,000 per year.

Messrs. Deneke, Mault and Johnston are each entitled to receive a prorated annual bonus (based on target) if any of their employment is terminated (i) by either Messrs. Deneke, Mault or Johnston, as applicable, with good reason, or by us without cause (each a “Qualifying Termination”), (ii) as a result of a non-extension of the term by us (an “Employer

Nonrenewal”), or (iii) due to death or disability, paid as a lump sum within 60 days of termination, subject, in the event of a Qualifying Termination, Employer Nonrenewal or disability to the applicable NEO’s execution and nonrevocation of a release of claims.

Messrs. Deneke’s, Mault’s and Johnston’s employment agreements provide for a cash severance payment upon a termination resulting from an Employer Nonrenewal or a Qualifying Termination, subject to the applicable NEO’s execution and nonrevocation of a release of claims within 60 days following their termination. Such severance payment will be equal to, for Mr. Deneke, three times, and for Messrs. Mault and Johnston, two and one-half times the sum of (i) each of their respective annual base salaries and (ii) the higher of each of their respective target annual bonuses and the annual bonuses actually paid to each in respect of the year immediately preceding their termination. The severance payment will be paid in equal installments generally over the period beginning on the date of their termination and ending on its first anniversary. Messrs. Deneke, Mault and Johnston would also be entitled to subsidized COBRA coverage for the lesser of the time during which they are eligible for COBRA coverage and 18 months. Messrs. Deneke’s, Mault’s and Johnston’s employment agreements provide that if following any of Messrs. Deneke’s, Mault’s or Johnston’s termination of employment, we discover that grounds for a termination for “cause” existed at the time of their termination, Messrs. Deneke’s, Mault’s or Johnston’s termination of employment will be recharacterized a termination for cause and any payment or benefit received in connection with their termination (whether or not pursuant to their employment agreements) shall be repaid, and they will not be eligible for any remaining severance payment or benefits under their employment agreements.

The amended and restated employment agreements generally define good reason as any of Messrs. Deneke’s, Mault’s or Johnston’s termination of employment within 90 days after the occurrence of: (i) a material diminution in their authority, duties or responsibilities; (ii) a material diminution in the aggregated total of their base salary, target bonus opportunity and annual target long-term incentive award opportunity (provided that such target opportunity may vary year-to-year based upon each of Messrs. Deneke’s, Mault’s or Johnston’s, or our performance prior to such grant); (iii) a material change in the geographic location at which they must perform their services under the agreement; or (iv) any other action or inaction that constitutes a material breach of the employment agreement by us. For Mr. Deneke, good reason also includes a change in Mr. Deneke’s reporting relationship resulting in Mr. Deneke no longer reporting directly to the Board.

Following any termination of employment due to an Employer Nonrenewal or Qualifying Termination, Messrs. Deneke, Mault and Johnston will be subject to a post-termination non-competition covenant through the first anniversary of termination unless any of Messrs. Deneke, Mault or Johnston elect to forego any portion of his severance payment in exchange for a waiver of the corresponding non-competition period. Following Messrs. Deneke’s, Mault’s or Johnston’s termination of employment for any reason, Messrs. Deneke, Mault and Johnston will be subject to a one-year post-termination non-solicitation and perpetual confidentiality covenants.

Messrs. Deneke’s, Mault’s and Johnston’s employment agreements also provide that, in the event of a change in control, (i) all equity awards granted to them under the SMC LTIP prior to the effective date of their amended and restated employment agreement and held by them as of immediately prior to a change in control of the Company will become fully vested immediately prior to the change in control and (ii) if any portion of the payments or benefits provided to Messrs. Deneke, Mault or Johnston in connection with a change in control becomes (whether or not pursuant to their employment agreements) subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reduction would result in a greater after-tax benefit to any of Messrs. Deneke, Mault or Johnston.

Option Awards

Hedging Policy

Our Insider Trading Policy calls for all members of the Board and all of our officers and employees to ordinarily avoid engaging in speculative trading, including the purchase of put or call options or the writing of such options. For more information on our Insider Trading Policy, see “Corporate Governance — Governance Documents — Prohibition on Insider Trading and Avoidance of Speculative Trading in the Company’s Shares.”

Equity Holding Guidelines

We believe that equity-based compensation aligns the economic interests of our directors and certain executive officers with those of common stockholders. In accordance with this goal, the Board has approved and adopted equity holding guidelines for our directors and certain executive officers, including the NEOs. The guidelines apply to our directors and NEOs as described below.

The holdings of the directors and executive officers subject to the equity holding guidelines were measured initially on March 31, 2022 and then annually based on the volume weighted average trading price for the five days ending on and including December 31 (the “Measurement Date”). Individuals subject to the equity holding guidelines are encouraged to meet the applicable guidelines by the Measurement Date on which such individual’s total prior LTIP grants made after such individual’s appointment to the position equals or exceeds the value applicable to such individual’s position as listed above. Individuals subject to the equity holding guidelines are expected to retain 100% of any shares of common stock received from LTIP grants after appointment to the position until and unless they hold sufficient equity to meet the guidelines. As of December 31, 2024, each of the directors and executive officers subject to the equity holding guidelines exceeded the equity holding set forth in the guidelines.

For purposes of satisfying the guidelines, the following are considered equity holdings of an individual:

•        shares of common stock owned outright (whether certificated, book-entry or held in street name), including shares of common stock owned jointly with a spouse (including domestic partners under state law);

•        shares of common stock owned (whether certificated, book-entry or held in street name) separately by a spouse (including domestic partners under state law) or children under the age of 21 that share the individual’s household;

•        shares of common stock held in an individual retirement account;

•        shares of common stock held in a private foundation or charitable trust, in each case established by the individual or where the individual serves as a trustee or director; and

•        unvested LTIP grants held by the individual.

Impact of Accounting and Tax Treatments

In developing the compensation packages for our NEOs, we consider the potential accounting and tax implications thereof, but we balance such implications with our need to attract and retain talented management. Section 162(m) of the Internal Revenue Code imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former executive officers. The Compensation Committee intends to pay competitive compensation consistent with our philosophy to attract, retain and motivate executive officers and to create alignment of our NEOs’ interests with those of our stockholders; accordingly, the Compensation Committee may choose to provide non-deductible compensation to our executive officers if it deems such compensation to be in the best interests of the Company and its shareholders. Additionally, while we consider the impact of Section 409A of the Internal Revenue Code and aim to structure our NEOs’ and other key employees’ compensation arrangements to be exempt from or compliant with the requirements thereunder, and while we consider the availability of tax deductions related to our NEOs’ and other key

employees’ compensation, we do not provide Section 409A tax gross-ups in the event of adverse tax consequences thereunder nor do we view the deductibility of such compensation (or limitations thereon) as material compared to our ability to attract and retain key employees integral to the achievement of our business initiatives.

Risk Assessment Relative to Compensation Programs

The Compensation Committee manages risk as it relates to our compensation plans, programs, and structure (collectively, our “Compensation Practices”). The Compensation Committee meets with management to review whether any aspect of our Compensation Practices creates incentives for our employees to take inappropriate risks that could materially adversely affect the Company.

Our compensation policies contain a number of features that reflect sound risk management practices. Our compensation programs balance short- and long-term objectives, mitigating the potential incentive for unwarranted risk-taking for short-term, unsustainable results. Furthermore, the metrics we use to assess performance for our incentive compensation programs are broadly tailored to avoid distorting our NEOs’ incentives in pursuit of specific or individual performance goals. Our annual incentive compensation program is also capped, therefore not allowing for unlimited cash payouts.

Accordingly, we believe that the compensation practices for our NEOs and other employees are appropriately structured and do not pose a material risk to the Company. We believe these compensation practices are designed and implemented in a manner that does not promote excessive risk-taking that could damage the value of the Company or provide compensatory rewards for inappropriate decisions or behavior.

COMPENSATION COMMITTEE REPORT

The Compensation Committee provides oversight, administers and makes decisions regarding the Company’s compensation policies and plans. Additionally, the Compensation Committee generally reviews and discusses the Compensation Discussion and Analysis with senior management of the Company as a part of the Company’s governance practices. Based on this review and discussion, the Compensation Committee has recommended to the Board of the Company that the Compensation Discussion and Analysis be included in this proxy statement.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to our NEOs for the years ended December 31, 2024, 2023 and 2022, as applicable.

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(1)      For 2024 and 2023, the amounts shown reflect (i) the portion of the cash retention component of the LTIP awards granted to the NEOs in 2021 and 2022, in each case, that was not foregone as part of the 2022 cash-to-phantom program and that became vested in 2024 and 2023 and (ii) the value of (a) the phantom unit awards granted under the 2022 cash-to-phantom program that vested in 2024 and 2023 and (b) the amount by which the grant date fair value of such units exceeded the amount of the cash retention component foregone. For 2022, the amounts shown reflect the portion of the cash retention components that became vested in 2022.

(2)      Amounts shown reflect the grant date fair value of the phantom unit and/or restricted stock unit awards granted to the NEOs pursuant to the annual LTIP program in 2024, 2023, and 2022, respectively, in accordance with FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), with such awards subject to performance-based vesting conditions valued based on probable performance as of the grant date. Assuming maximum performance, the grant date fair value of phantom units and/or restricted stock units subject to performance-based vesting conditions would be: Mr. Deneke - $2,598,742; Mr. Mault - $803,040; and Mr. Johnston - $856,436. The amounts shown for 2022 do not reflect the grant date fair value of the phantom unit awards granted to the NEOs pursuant to the cash-to-phantom program as the portion of the grant date fair value of the cash-to-phantom units that replaced the NEOs’ foregone cash retention component are or will be reflected in the “Bonus” column of the Summary Compensation Table in the years such awards vest.

(3)      Amounts shown represent the incentive bonus earned under the Company’s annual incentive bonus program in the fiscal year indicated but paid in the following fiscal year.

(4)     The Company makes contributions to the Named Executive Officer’s health savings accounts and pays all employees, including the Named Executive Officers, a holiday bonus. Additionally, the amounts in this column include the following:

(5)      Mr. Deneke, the President and Chief Executive Officer, also served as a member of the Board but did not receive any additional compensation for serving on the Board.

Grants of Plan-Based Awards for Fiscal Year 2024

The following table sets forth information concerning annual incentive awards and restricted stock unit awards granted to the Company’s NEOs in fiscal year 2024.

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(1)      Represents annual incentive opportunities that may be awarded pursuant to the Company’s annual incentive program for the year ended December 31, 2024 with payment based upon the Company’s achievement of pre-established performance goals and other factors. For additional information, please see “Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive Compensation.”

(2)      Represents the number of performance-based restricted stock units (with dividend equivalent rights) under the SMC LTIP that may be earned if the target and maximum performance levels are met. As discussed above in “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity-Based Compensation Awards,” the performance-based restricted stock units do not provide for threshold performance levels, but are scored based on straight-line interpolation between levels of performance.

(3)      Represents the number of service-based restricted stock units with dividend equivalent rights under the SMC LTIP.

(4)      Amounts shown represent the fair value of the award on the date of the grant, in accordance with FASB ASC Topic 718. For the assumptions made in valuing these awards, see Note 15 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2024 Table

A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, non-equity incentive plan compensation and all other compensation can be found in the CD&A that precedes these tables.

Outstanding Equity Awards at Fiscal Year-End 2024

The following table presents information regarding the outstanding equity awards held by the Company’s NEOs at December 31, 2024.

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(1)      Restricted stock units granted to the NEOs vest as described below, subject to continued employment, and accelerated vesting as provided in the applicable award agreement. The NEOs also receive dividend equivalent rights for each restricted stock unit, if applicable, providing for a lump sum payment equal to any accrued dividends from the grant date of the restricted stock units to be paid in cash upon the vesting date.

(2)      Amounts were calculated using the closing price of the Company’s publicly traded common stock ($37.78) on December 31, 2024, the last trading day of the year.

(3)      Represents the performance-based restricted stock units granted to the NEOs in 2024, which vest based on the extent to which the associated performance measures are achieved at the end of a three-year period. The amounts set forth in the table above represent the number of restricted stock units that may vest based on the target level of performance.

(4)      Represents the performance-based restricted stock unit awards granted to the NEOs in 2023, which vest based on the extent to which the associated performance measures are achieved at the end of a three-year period. The amounts set forth in the table above represent the number of restricted stock units that may vest based on the target level of performance.

(5)      Represents the time-based restricted stock unit awards granted to the NEOs in 2024, which vest ratably over a three-year period with the first tranche scheduled to vest on the first anniversary of the grant date.

(6)      Represents the unvested portion of the time-based restricted stock units granted to the NEOs in 2023, which vest approximately 50% and 50% on each of March 15, 2025 and March 15, 2026, respectively.

(7)      Represents the unvested portion of the restricted stock units received in exchange for the cancellation of all or a portion of the cash retention component of the 2021 annual LTIP award in connection with the cash-to-phantom program. These restricted stock units vest on March 15, 2025.

(8)      Represents the unvested portion of the restricted stock units granted to the NEOs in 2022, which vest on March 15, 2025.

Stock Vested for Fiscal Year 2024

The following table represents information regarding the vesting of phantom units during the year ended December 31, 2024 with respect to the Company’s NEOs.

____________

(1)      Represents the number of restricted stock units that vested in 2024.

(2)      Represents the value of the restricted stock units that vested in 2024. The value of the restricted stock units that vested was calculated using the closing price of the Company’s publicly traded shares of common stock at the date of vesting.

Pension Benefits

Currently, the Company does not sponsor or maintain a pension or defined benefit program for its NEOs. This policy may change in the future.

Potential Payments upon Termination or Change in Control

SEC regulations require us to disclose potential payments to an NEO in connection with his or her termination or a change of control of the Company. The following table sets forth information concerning potential amounts payable to the NEOs upon termination of employment under various circumstances, and upon a change in control, if such event took place on December 31, 2024.

____________

(1)      The NEOs’ employment agreements provide that upon an Employer Nonrenewal or a Qualifying Termination, the NEOs will receive a severance payment equal to, for Mr. Deneke, three times, and for Messrs. Mault and Johnston, two and one-half times, the sum of their respective annual base salary and the higher of their respective target annual bonus and the annual bonus actually paid to them in respect of the immediately preceding year.

(2)      The NEOs’ employment agreements provide that the NEOs are entitled to receive a prorated annual bonus (based on target) if their employment is terminated by reason of death or disability or as a result of an Employer Nonrenewal or a Qualifying Termination.

(3)      The NEOs’ employment agreements provide that the NEOs are entitled to subsidized COBRA coverage for the lesser of the time during which he is eligible for COBRA coverage and 18 months if their employment is terminated as a result of an Employer Nonrenewal or a Qualifying Termination.

(4)      Amounts represent the value of (i) the restricted stock units and (ii) the cash retention component, in each case, that vests upon the occurrence of the triggering event. The value of the restricted stock units was calculated using the closing price of the Company’s publicly traded common stock on December 31, 2024.

•        Unvested equity awards and cash retention components granted to the NEOs prior to February 2023 will immediately vest upon a termination without cause or by reason of death or disability, upon a change in control, or, if provided in the individual award agreement, upon a termination for good reason.

•        In the event of a termination of employment, unvested equity awards granted in February 2023 will vest as follows: (i) unvested time-based awards will immediately vest upon a Qualifying Termination or a termination of employment by reason of death or disability; (ii) unvested performance-based awards will vest upon a Qualifying Termination in the first or second year of the performance period or upon a termination of employment by reason of death or disability prior to the end of the performance period, in each case, with the performance measures deemed met at the target level; and (iii) unvested performance-based awards will remain outstanding and eligible to vest in accordance with their terms at the end of the performance period upon a Qualifying Termination in the third year of the performance period or upon a termination of employment by reason of death or disability on or following the last day of the performance period.

•        In the event of a change in control, unvested equity awards and cash retention components granted to the NEOs during or after February 2023 will vest in connection with a change in control only if not continued, assumed, substituted or replaced with an award that is either based (i) on shares of common stock or common units that are traded on a national securities exchange and are registered under the Securities Exchange Act of 1934, as amended, or (ii) on a U.S. dollar-denominated cash award, in each case, that has no less than equivalent economic value as immediately prior to the change in control. Where such unvested equity awards are so continued, assumed, substituted or replaced, the restricted stock units will remain outstanding subject to their terms, with the performance measures associated with the performance-based restricted stock units scored based on the level of performance achieved during the period beginning on the first day of the performance period and ending on the latest practicable date prior to the change in control and, regardless of whether time-based or performance-based, such restricted stock units will otherwise remain subject to the accelerated vesting provisions upon a Qualifying Termination or termination of employment by reason of death or disability. For purposes of this table, it is assumed that the Company undergoes a change in control on December 31, 2024 and the NEOs undergo a Qualifying Termination in connection therewith.

(5)      If any portion of the payments or benefits provided to the NEOs in connection with a change in control becomes subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reduction would result in a greater after-tax benefit to Messrs. Deneke, Mault and Johnston, respectively. Receipt of these separation payments and benefits are subject to the execution of a release of claims, compliance with restrictive covenant provisions and the payment timing and terms, as applicable, as described in “Compensation Discussion and Analysis — Employment Agreements.”

CEO Pay Ratio

The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees for our last completed fiscal year.

For 2024, we determined our median employee by ranking our employees (other than the CEO) employed as of December 31, 2024 (the “determination date”) by the sum of each employee’s annualized base salary, his or her actual cash bonus received in 2024 for 2023 performance, and his or her actual overtime pay received in 2024. In annualizing each employee’s base salary, we used each employee’s base salary rate as of the determination date. We made no full-time equivalent adjustment for any employee, we had no temporary or seasonal workers as of the determination date, and we made no cost-of-living adjustments. The annual total compensation of our median employee (other than the CEO) for 2024 was $130,647, inclusive of 401(k) matching contributions, insurance benefits and an annual bonus payment. To determine the annual total compensation of our CEO for purposes of this disclosure, we chose the person who was serving as CEO as of the determination date and used the total compensation he received in 2024 as set forth in the Summary Compensation Table above. Accordingly, for purposes of this disclosure, we determined that the CEO’s annual total compensation for 2024 was $6,963,993. Based on the foregoing, we calculated the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees to be 53.30 to 1. Given the different methodologies that various public companies will use to determine an estimated pay ratio, our estimated pay ratio should not be used as a basis for comparison with ratios disclosed by other companies.

DIRECTOR COMPENSATION

In 2024, under the director compensation plan, the independent directors, which included Messrs. Cleary, Jacobe, McNally, Oates and Peters and Ms. Woung-Chapman, each received the following compensation for their service on the Board for fiscal year 2024:

•        an annual cash retainer of $100,000; and

•        an annual award of common units of SMLP, with a target grant date value of $110,000 and which, for 2024, equaled 6,581 common units.

In addition, under the director compensation plan, independent directors receive the following for their respective service on the committees of the Board:

•        the Lead Director receives an additional annual retainer of $20,000;

•        the chair of the Audit Committee receives an additional annual retainer of $20,000;

•        the chair of the Nominating, Governance and Sustainability Committee receives an additional annual retainer of $15,000; and

•        the chair of the Compensation Committee receives an additional annual retainer of $15,000.

Mr. Deneke did not receive any additional compensation for his role as a director in 2024.

The Company reimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities.

The following table shows the compensation paid, including amounts deferred, under the Company’s director compensation plan in 2024.

____________

(1)      Each director was granted 6,581 common units of SMLP in 2024, and the amount shown represents the grant date fair value of the common unit awards as determined in accordance with FASB ASC Topic 718 and GAAP. These common unit awards were fully vested on the grant date and, as a result, none of our non-employee directors held outstanding equity awards under the SMC LTIP at December 31, 2024.

(2)      The Compensation Committee recommended and the Board approved $110,000 in common units to be awarded under the SMC LTIP. The number of common units awarded to each independent director was 6,581 based on a per unit volume-weighted average price of $16.7171 for the three trading days ending on and including January 18, 2024. The LTIP award value of $105,954 provided in this column was calculated based on our per unit closing price of $16.10 on January 18, 2024, when the units were actually granted.

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of the Company’s shares of common stock and Class B Common Stock of:

•        each person who is known to us to beneficially own 5% or more of such shares of common stock or Class B Common Stock to be outstanding (based solely on Schedules 13D and 13G filed with the SEC prior to April 1, 2025);

•        each of the directors and NEOs of the Company; and

•        all of the current directors and executive officers of the Company as a group.

Pursuant to the Certificate of Incorporation (including the Class B Certificate of Designation), holders of shares of Class B Common Stock, representing non-economic interests in the Company that are exchangeable into an equivalent quantity of our common stock on a 1:1 exchange ratio, vote together with holders of our common stock as a single class and are entitled to one vote (subject to adjustment to account for any subdivision or combination or similar reclassification or recapitalization of the outstanding shares of common stock) for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors elected by stockholders generally.

All information with respect to beneficial ownership has been furnished by the respective directors, officers or 5% or more stockholders as the case may be. The table below represents beneficial ownership of common stock, Class B Common Stock and common stock and Class B Common Stock voting together as a single class. The amounts and percentage of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock that a person has the right to acquire upon (i) the exchange of SMLP Partnership Units (together with the cancellation of an equal number of shares of Class B Common Stock) or (ii) the vesting of restricted stock units, where the shares of common stock are issuable within 60 days of April 1, 2025, if any, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on a total of 12,241,098 shares of common stock outstanding as of April 1, 2025 and 6,524,467 shares of Class B Common Stock outstanding as of April 1, 2025.

Except as indicated by footnote, the persons named in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable.

____________

*        Less than 1%.

(1)      Represents the combined voting power of our common stock and Class B Common Stock voting together as a single class.

(2)      Based solely on a Schedule 13D jointly filed by Connect Midstream, LLC (“Connect Midstream”), Tailwater Energy Fund III LP (“Fund III”), Tailwater Capital LLC (“Tailwater Capital”), Jason H. Downie and Edward Herring (collectively, the “Tailwater Reporting Persons”) on December 3, 2024. The sole member of Connect Midstream is Fund III. The general partner of Fund III is TW GP EF-III LP and the Investment Manager of Fund III is TW-IM LLC. The general partner of TW GP EF-III LP is TW GP EF-III GP, LLC. Tailwater Capital is the sole member of both TW GP EF-III, GP and TW-IM LLC. Jason H. Downie and Edward Herring are the Managing Partners and have 50/50 control of Tailwater Capital. Each of the Tailwater Reporting Persons has sole voting power and sole dispositive power with respect to all of the securities reported as beneficially owned by Connect Midstream. The address of the business office of Connect Midstream, Fund III and Tailwater Capital is 2021 McKinney Ave, Suite 1250, Dallas, TX, 75201.

(3)      The shares of common stock shown as beneficially owned are shares of common stock issuable in exchange for an equivalent number of SMLP Partnership Units (together with the cancellation of an equal number of shares of Class B Common Stock), at the option of Connect Midstream.

(4)      Based solely on a Schedule 13G/A filed by Invesco Ltd. on February 7, 2025. Such filing indicates that Invesco Ltd., in its capacity as a parent holding company to its investment advisors, may be deemed to beneficially own 953,352 shares of common stock which are held of record by clients of Invesco Ltd. The address for Invesco Ltd. is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309.

(5)      Based solely on a Schedule 13G filed by Tall Oak Midstream Investments, LLC (“TOMI”) on December 3, 2024. The voting power of the shares beneficially held by TOMI is exercised by the members holding a majority interest in TOMI: RJL II LLC (by its Managing Member, Ryan Lewellyn); MJM III LLC (by its Managing Member, Max Myers); LDL II LLC (by its Managing Member, Lindel Larison); and CKE II LLC (by its Managing Member, Carlos Evans). The address of the business office of TOMI is 2575 Kelley Pointe Parkway, Suite 340, Edmond, OK 73013.

(6)      Based solely on a Schedule 13G/A filed by He Zhengxu on February 19, 2025. The address for Zhengxu He is 5150 Hidalgo St. Unit 1602, Houston, TX 77056.

(7)      The address for this person is 910 Louisiana Street, Suite 4200, Houston, TX 77002.

(8)      Jason H. Downie and Edward Herring are the Managing Partners and have 50/50 control of Tailwater Capital. As a result of such relationship, Mr. Downie and Mr. Herring may be deemed to beneficially own the securities reported as beneficially owned by Connect Midstream.

(9)      Mr. Peters holds 23,246 shares of common stock in a joint spousal trust for which his spouse shares voting and investment power with respect to such common stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have not had any related person transactions since January 1, 2024, other than as described under “— Agreements with Executive Officers.”

Agreements with Executive Officers

The employment agreements with our executive officers are described under “Compensation Discussion and Analysis — Employment Agreements.”

Review, Approval and Ratification of Related Person Transactions

The Board has a policy for the identification, review and approval of certain related person transactions. The policy provides for the review and (as appropriate) approval by a Conflicts Committee, as may be established from time to time by the Board (or, if at any time there is no such Conflicts Committee or such Conflicts Committee does not consist solely of independent members of the Board in accordance with applicable standards of independence of the NYSE, the Audit Committee), of transactions between the Company and its subsidiaries, on the one hand, and related persons (as that term is defined in SEC rules), on the other hand. Pursuant to the policy, the Chief Compliance Officer of the Company is charged with primary responsibility for determining whether, based on the facts and circumstances, a proposed transaction is a related person transaction.

For purposes of the policy, a “related person” is any director or executive officer of the Company, any nominee for director, any stockholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s common stock, and any immediate family member, affiliate or controlled subsidiary of any such person. A “related person transaction” is generally a transaction in which the Company is, or any of the Company’s subsidiaries is, a participant, where the amount involved exceeds the lesser of (i) $120,000 or (ii) 1% of the average of our total assets at year-end for the last two completed fiscal years, and a related person has a direct or indirect material interest.

If, after weighing all of the facts and circumstances, the Chief Compliance Officer of the Company determines that a proposed transaction is a related person transaction that requires review or approval and the transaction meets certain monetary thresholds or involves certain related persons, management must present the proposed transaction to a Conflicts Committee (or the Audit Committee, as applicable) for advance approval. Transactions that do not meet the designated monetary threshold or involve certain related persons are reviewed on a quarterly basis and do not require approval by a Conflicts Committee.

The policy described above was adopted by the Board on August 1, 2024.

AUDIT COMMITTEE REPORT

Management of Summit Midstream Corporation is responsible for the Company’s internal controls and the financial reporting process. Deloitte & Touche LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2024, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and generally accepted auditing standards, and an audit of the Company’s internal control over financial reporting in accordance with the standards of the PCAOB, and issuing a report thereon. The Audit Committee monitors and oversees these processes and approves the selection and appointment of the Company’s independent registered public accounting firm and recommends the ratification of such selection and appointment to the Board.

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements with management and Deloitte & Touche LLP. The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB concerning independence and has discussed with Deloitte & Touche LLP its independence.

Based on the foregoing review and discussions and such other matters the Audit Committee deemed relevant and appropriate, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Members of the Audit Committee:

Jerry L. Peters (Chair)

J. Lee Jacobe

Robert J. McNally

PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Item 3 on the Proxy Card)

On March 21, 2025, the Audit Committee recommended, and the Board approved, having Deloitte & Touche LLP serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2024 and has served as such since 2009.

The Board requests Stockholder approval of the following resolution:

RESOLVED, that the appointment of the firm of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the purpose of conducting an audit of the consolidated financial statements and internal control over financial reporting of the Company and its subsidiaries for the fiscal year ending December 31, 2025 is hereby approved and ratified.

As described above under “Questions and Answers about the 2025 Annual Meeting,” approval of this proposal will require a majority of the votes cast by the Stockholders (voting as a single class). Abstentions and broker non-votes (none of which are expected for this proposal) will have no effect on the vote with respect to this proposal.

The Audit Committee is responsible for recommending, for Stockholder ratification, our independent registered public accounting firm. If Stockholders fail to approve the ratification of the appointment of Deloitte & Touche LLP, the Audit Committee would undertake the task of reviewing the appointment. Nevertheless, given the difficulty and expense of changing independent auditors mid-way through the year, there is no assurance that a firm other than Deloitte & Touche LLP could be secured to deliver any or all of our independent auditing services required for 2025. The Audit Committee, however, would take the lack of Stockholder approval into account when recommending an independent registered public accounting firm for 2026.

Representatives of Deloitte & Touche LLP are expected to be present at the 2025 Annual Meeting to respond to appropriate questions raised at the 2025 Annual Meeting or submitted to them in writing prior to the 2025 Annual Meeting. The representatives also may make a statement if they desire to do so.

Deloitte & Touche LLP Fees

The fees billed by Deloitte & Touche LLP, as principal accountant, for the audit of the Company’s consolidated financial statements and other services rendered for the years ended December 31, 2024 and 2023 follow:

____________

(1)      Audit fees are fees billed by Deloitte & Touche LLP for professional services for the audit and quarterly reviews of the Company’s consolidated financial statements.

(2)      Audit-related fees for the year ended December 31, 2024 are associated with consultations with management as to accounting or disclosure treatment, the issuance of comfort letters and consents, and the review of other SEC filings, including registration statements.

(3)      Tax fees are billed by Deloitte Tax LLP for tax compliance services, including the preparation of state, federal and Schedule K-1 tax filings and other tax planning and advisory services.

Audit Committee Pre-Approval Policy

Pursuant to its charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting). The Audit Committee shall have sole authority to pre-approve all audit, audit-related and permitted non-audit engagements with the independent auditor, including the fees and other terms of such engagements. The independent auditor shall report directly to the Audit Committee. The Audit Committee may consult with management but may not delegate these responsibilities to management.

In 2024, all of the services rendered by Deloitte & Touche LLP were pre-approved specifically by the Audit Committee. None of the services provided by Deloitte & Touche LLP were approved by the Audit Committee under the pre-approval waiver provisions of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

PROPOSAL NO. 4
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
(Item 4 on the Proxy Card)

Pursuant to Section 14A of the Exchange Act and SEC rules, we are providing the Stockholders with the opportunity to cast an advisory vote to approve the compensation of our NEOs, as such compensation is disclosed in the Compensation Discussion and Analysis, compensation tables and other narrative compensation disclosures in this proxy statement.

The Board requests Stockholder approval of the following advisory resolution:

RESOLVED, that the stockholders of Summit Midstream Corporation approve, on an advisory basis, the compensation of the named executive officers of Summit Midstream Corporation, as disclosed in the proxy statement for Summit Midstream Corporation’s 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, notes and narrative discussion.

As described above under “Questions and Answers about the 2025 Annual Meeting,” approval of this proposal will require a majority of the votes cast by the Stockholders (voting as a single class). Abstentions and broker non-votes will have no effect on the vote with respect to this proposal.

This advisory say-on-pay resolution is not binding on the Company, the Compensation Committee or the Board. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

We expect that the next say-on-pay advisory vote will occur at our annual meeting of stockholders to be held in 2026.

ADDITIONAL INFORMATION

Advance Notice Required for Stockholder Proposals and Nominations

If you wish to submit a stockholder proposal (other than a director nomination) to be considered for inclusion in our proxy statement for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, we must receive your written proposal on or before December 11, 2025. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act.

The Bylaws enable stockholders, under specified conditions, to include their nominees for election as directors in our proxy statement. If you wish to nominate a person for election to the Board at the 2026 Annual Meeting and have such nominee included in our proxy statement, you must comply with the requirements contained in the Bylaws, including the requirement to provide timely notice in writing. Your written notice must be received by the Company at our principal executive offices at the address shown on the cover page of this proxy statement no later than January 9, 2026 and no earlier than December 11, 2025. The Bylaws also contain other requirements, such as requirements regarding ownership and the content of the written notice.

Stockholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees other than the Company’s nominees must provide notice complying with the requirements of Rule 14a-19 under the Exchange Act, in addition to satisfying the requirements under the Bylaws. Such notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than 60 calendar days prior to the anniversary date of the previous annual meeting (for the 2026 Annual Meeting, no later than March 9, 2026); provided, that, if the date of the 2025 Annual Meeting is changed by more than 30 calendar days from the anniversary date of the previous annual meeting, or if the forthcoming 2025 Annual Meeting does not take place, such notice must be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting or the 10th calendar day following the day on which public announcement of the 2026 Annual Meeting is first made.

Stockholders are urged to review all applicable rules, the Certificate of Incorporation and the Bylaws and consult legal counsel before submitting a proposal or nomination.

Other Business

If any matters not referred to in this proxy statement properly come before the 2025 Annual Meeting or any adjournments thereof, the enclosed proxies will be deemed to confer discretionary authority on the individuals named as proxies to vote the shares of common stock and Class B Common Stock represented by proxy in accordance with their best judgments. The Board is not currently aware of any other matters that may be presented for action at the 2025 Annual Meeting.

Availability of Annual Report on Form 10-K

Consolidated financial statements and related information for the Company, including audited financial statements for the year ended December 31, 2024, are contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Additional copies of our Annual Report on Form 10-K for the year ended December 31, 2024, including the financial statements, are available without charge to Stockholders upon written request to the Company at the address indicated on the cover page of this proxy statement or on the Company’s website under the “SEC Filings” subsection of the “Investors” section at www.summitmidstream.com. We will furnish the exhibits to our Annual Report on Form 10-K upon payment of our copying and mailing expenses.

Householding

The SEC’s rules allow companies to send a single copy of annual reports, proxy statements, prospectuses and other disclosure documents (the “Proxy Materials”) to two or more stockholders sharing the same address, subject to certain conditions. These “householding” rules are intended to provide greater convenience for stockholders, and cost savings for companies, by reducing the number of duplicate documents that stockholders receive. Only one copy of the Proxy Materials is being delivered to multiple Stockholders sharing the same address, unless we have received contrary instructions. If your shares of common stock are held by an intermediary broker, dealer or bank in “street name,” your consent to householding may be sought, or may already have been sought, by or on behalf of the intermediary.

If your shares of common stock are held in a brokerage account and you no longer wish to participate in householding, or if you are receiving multiple copies of the Proxy Materials and wish to receive only one, please notify your broker. If you hold shares of common stock registered in your name and you no longer wish to participate in householding, or if you are receiving multiple copies of the Proxy Materials and wish to receive only one, you can notify us by sending a written request to Equiniti Trust Company, LLC (“EQ”), our transfer agent, at EQ, 55 Challenger Road 2nd Floor, Ridgefield Park, New Jersey 07660, calling EQ at 800-937-5449 or emailing helpast@equiniti.com. You may also send a written request for Proxy Materials to our Investor Relations department at the address indicated on the cover page of this proxy statement. We will deliver promptly upon written or oral request a separate copy of the Proxy Materials to any Stockholder who previously participated in householding and no longer wishes to do so.

Transfer Agent

EQ serves as our transfer agent, registrar and distribution paying agent with respect to our common stock and Class B Common Stock. Correspondence relating to any common stock or Class B Common Stock accounts, dividends or transfers of stock certificates should be addressed to:

Equiniti
ATTN: EQ Shareholder Services Call Center
55 Challenger Road 2nd Floor
Ridgefield Park, New Jersey 07660
Call toll-free at: 800-937-5449
Or +1 718-921-8124 (local and international)
Email: helpast@equiniti.com

APPENDIX A
NON-GAAP FINANCIAL MEASURE

Adjusted EBITDA

We define adjusted EBITDA as net income or loss, plus interest expense, income tax expense, depreciation and amortization, our proportional adjusted EBITDA for equity method investees, adjustments related to minimum volume commitment (“MVC”) shortfall payments, adjustments related to capital reimbursement activity, share-based and noncash compensation, impairments, items of income or loss that we characterize as unrepresentative of our ongoing operations and other noncash expenses or losses, income tax benefit, income (loss) from equity method investees and other noncash income or gains. Because adjusted EBITDA may be defined differently by other entities in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other entities, thereby diminishing its utility.

Management uses adjusted EBITDA in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that adjusted EBITDA may provide external users of our financial statements, such as investors, commercial banks, research analysts and others, with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business.

Adjusted EBITDA is used as a supplemental financial measure to assess:

•        the ability of our assets to generate cash sufficient to make future potential cash dividends and support our indebtedness;

•        the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

•        our operating performance and return on capital as compared to those of other entities in the midstream energy sector, without regard to financing or capital structure;

•        the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities; and

•        the financial performance of our assets without regard to (i) income or loss from equity method investees, (ii) the impact of the timing of MVC shortfall payments under our gathering agreements or (iii) the timing of impairments or other income or expense items that we characterize as unrepresentative of our ongoing operations.

Adjusted EBITDA has limitations as an analytical tool and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example:

•        certain items excluded from adjusted EBITDA are significant components in understanding and assessing an entity’s financial performance, such as an entity’s cost of capital and tax structure;

•        adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•        adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

•        although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements.

We compensate for the limitations of adjusted EBITDA as an analytical tool by reviewing the comparable GAAP financial measures, understanding the differences between the financial measures and incorporating these data points into our decision-making process.