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Stock-based Compensation and Defined Contribution Plans
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation and Defined Contribution Plans STOCK-BASED COMPENSATION AND DEFINED CONTRIBUTION PLANS
The DT Midstream, Inc. Long-Term Incentive Plan ("DT Midstream Plan") permits the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock units, performance share awards, and performance units to employees, consultants and members of DT Midstream's Board of Directors. As a result of a restricted stock award grant, restricted stock unit or performance share award settlement, or by exercise of a stock option, we may issue common stock from our authorized but unissued common stock and/or from outstanding common stock acquired by or on behalf of DT Midstream in the participant's name. The DT Midstream Plan began on the Separation date. Key provisions of the DT Midstream Plan are:
•Authorized limit as of December 31, 2023 was 6,500,000 shares of common stock. The authorized limit increases annually on January 1 by the lesser of 1,750,000 shares of common stock or the amount determined by the DT Midstream Board of Directors.
•Prohibits the grant of a stock option with an exercise price that is less than the fair market value of DT Midstream's stock on the grant date.
Prior to the Separation, our employees participated in DTE Energy's Long-Term Incentive Plan. At the Separation, outstanding DT Midstream employee restricted stock awards and performance share awards were modified or settled as follows:
•DTE Energy restricted stock awards were converted into DT Midstream restricted stock units;
•Unsettled DTE Energy performance share awards were converted into DT Midstream performance share awards.
The restricted stock awards and performance share awards were converted using a formula designed to preserve the fair value of the awards immediately prior to the Separation. All converted awards retained the vesting schedule of the original awards. The conversion of the restricted stock awards and performance share awards qualified as an accounting modification under GAAP. The pre- and post- Separation fair value of the awards was compared, and any incremental fair value was added to the original grant date fair value of the awards. The Separation modification gave rise to incremental fair value of approximately $1 million for the performance share awards granted in January 2021 and is reflected in the compensation cost and the unrecognized compensation costs described below. The Separation modification did not result in incremental fair value for any other converted restricted stock awards or performance share awards.
Prior to the Separation, we received an allocation of costs from DTE Energy associated with stock-based compensation. Allocated costs for the first six months of 2021 are included in the table below. No costs were allocated after July 1, 2021. The following table summarizes our stock-based compensation expense and the related income tax benefit:
Year Ended December 31,
202320222021
(millions)
Stock-based compensation expense$20 $17 $12 
Tax benefit$5 $4 $3 
Restricted Stock Units
Restricted stock units granted under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive common stock, a cash payment, or a combination thereof at the end of the specified vesting period, which is generally three or four years. Restricted stock units are deemed to be equity awards. The fair value of restricted stock units is based on DT Midstream's closing common stock price on the grant date. The fair value is amortized to stock-based compensation expense using a graded vesting schedule over the vesting period. Restricted stock units are settled with DT Midstream common stock and fractional shares are settled in cash.
During the vesting period, the number of restricted stock units granted will increase, assuming full dividend reinvestment on each dividend payment date. The recipient of a restricted stock unit has no shareholder rights during the vesting period. Restricted stock units are nontransferable and subject to risk of forfeiture during the vesting period. Forfeitures are recognized in the period they occur.
The following table summarizes restricted stock unit activity for the year ended December 31, 2023:
Restricted
Stock Units		Weighted- Average
Grant Date
Fair Value
(thousands)(per share)
Nonvested as of December 31, 2022468 $43.28 
Granted (a)
103 51.28 
Forfeited(5)47.80 
Vested
(149)41.52 
Nonvested as of December 31, 2023417 $45.68 
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(a)Includes initial grants and dividends reinvested.

The weighted-average grant date fair value of restricted stock units granted, excluding dividends reinvested, during the years ended December 31, 2023 and 2022 was $52.66 and $52.25, respectively. No restricted stock units were granted during the year ended December 31, 2021. The intrinsic value of restricted stock units vested and issued during the years ended December 31, 2023, 2022 and 2021 was $8 million, $3.3 million, and $0.1 million, respectively.
Performance Share Awards
Performance share awards granted under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive common stock, a cash payment, or a combination thereof at the end of the specified vesting period, which is generally three years. Performance share awards are deemed to be equity awards. Performance share stock-based compensation expense is accrued over the vesting period based on the grant date fair value calculated using: (i) DT Midstream's closing common stock price on the grant date; (ii) the grant date fair value of the market condition; and (iii) the probable achievement of performance objectives. For the performance share awards converted at the Separation, the grant date fair value was based on DTE Energy's stock price and market conditions at grant date. The number of shares issued at settlement is determined based on market conditions and the achievement of certain DT Midstream performance objectives. Performance share awards are settled with DT Midstream common stock and fractional shares are settled in cash.
During the vesting period, the number of performance share awards granted will increase, assuming full dividend reinvestment on each dividend payment date. The recipient of a performance share award has no shareholder rights during the vesting period. Performance share awards are nontransferable and are subject to risk of forfeiture during the vesting period. Forfeitures are recognized in the period they occur.
The following table summarizes performance share award activity for the year ended December 31, 2023:
Performance Share Awards
Weighted- Average
Grant Date
Fair Value
(thousands)(per share)
Nonvested as of December 31, 2022409 $56.55 
Granted (a)
334 59.02 
Forfeited(19)62.31 
Settled(167)34.83 
Nonvested as of December 31, 2023557 $64.36 
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(a)Includes initial grants, dividends reinvested and shares added for achievement of final performance objectives on settled awards.
The weighted-average grant date fair value of performance share awards granted, excluding dividends reinvested, during the years ended December 31, 2023 and 2022 was $53.74 and $72.97, respectively. The intrinsic value of performance share awards settled during the years ended December 31, 2023 and 2022 was $9 million and $4 million, respectively. No performance share awards were granted or settled by DT Midstream during the year ended December 31, 2021.
Unrecognized Compensation Costs
As of December 31, 2023, we had $23 million of total unrecognized compensation costs related to non-vested stock incentive plan arrangements. The cost is expected to be recognized over a weighted-average period of 1.67 years.
Defined Contribution Plans
We sponsor defined contribution retirement savings plans, and participation in one of these plans is available to substantially all employees. We match employee contributions up to certain predefined and Internal Revenue Service limits based on eligible compensation and each employee's contribution rate, and contributes additional amounts in lieu of traditional pension and post-employment healthcare benefits. Prior to the Separation, we participated in the defined contribution retirement savings plans of DTE Energy. DT Midstream's cost for these plans was $7 million, $5 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.