SMLP Summit Midstream Partners LP

NOTICE OF 2022 ANNUAL MEETING OF LIMITED PARTNERS

Date and Time:	​	May 10, 2022 at 2:00 p.m. Central Time
Place:	​	Our 2022 Annual Meeting of Limited Partners (the “2022 Annual Meeting”) will be held virtually via live webcast at https://web.lumiagm.com/275506380 (password: summit2022). You will not be able to attend the 2022 Annual Meeting in person.
Participation:	​	Please see “Questions and Answers about the 2022 Annual Meeting” on page 2 for more information about attending the 2022 Annual Meeting, voting your common units representing limited partner interests in Summit Midstream Partners, LP (the “common units”) and submitting questions during the 2022 Annual Meeting.
Agenda:	​	(1)To elect two Class I directors to serve until our annual meeting of limited partners to be held in 2025 or until their successors are elected and have been qualified; (2)To approve the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan; (3)To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022; (4)To approve an advisory resolution on executive compensation; (5)To conduct an advisory vote on the frequency of future advisory votes on executive compensation; and (6)To transact any other business properly brought before the meeting or any adjournments thereof.
Record Date:	​	Only limited partners of Summit Midstream Partners, LP who are holders of record of our outstanding (as defined in our partnership agreement) common units, as of the close of business on March 21, 2022, are entitled to vote at the 2022 Annual Meeting.
Voting:	​	YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2022 Annual Meeting, please submit your proxy with voting instructions as soon as possible. •If you are a limited partner who is a holder of record, you may submit your proxy over the Internet or by mail as described on the proxy card. •If you hold your common units through a broker or other nominee, please follow the instructions that you receive from your broker or other nominee to ensure that your common units are voted. Submitting your proxy will not prevent you from attending the 2022 Annual Meeting and voting during the 2022 Annual Meeting.
	​	On or about March 31, 2022, we are sending limited partners who are holders of record at the close of business on March 21, 2022 a set of our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021. On this date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/23805.

By order of the Board of Directors,

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

Summit Midstream Partners, LP
910 Louisiana Street, Suite 4200
Houston, Texas 77002

March 31, 2022

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Limited Partners to be Held on May 10, 2022:

Our proxy statement and our Annual Report on Form 10-K for the year ended
December 31, 2021 are available at www.astproxyportal.com/ast/23805.

TABLE OF CONTENTS

SUMMIT MIDSTREAM PARTNERS, LP
910 Louisiana Street, Suite 4200
Houston, Texas 77002

PROXY STATEMENT
2022 ANNUAL MEETING OF LIMITED PARTNERS
May 10, 2022

INFORMATION ABOUT SUMMIT MIDSTREAM PARTNERS, LP

About SMLP

Summit Midstream Partners, LP, a Delaware limited partnership (including its subsidiaries, collectively, “we,” “our,” “us,” “SMLP,” or “the Partnership”), is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. Our common units representing limited partner interests in the Partnership (the “common units”) are listed and traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SMLP.”

The Partnership was formed in May 2012. The Partnership’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 Partnership also maintains regional field offices in close proximity to our areas of operation to support the operation and development of our midstream assets.

In May 2020, the Partnership completed a transaction (the “GP Buy-In Transaction”) pursuant to which the Partnership acquired Summit Midstream Partners, LLC (“Summit Investments”), the privately-held parent company of Summit Midstream GP, LLC, the general partner of the Partnership (the “General Partner”). As a result of the GP Buy-In Transaction, the Partnership indirectly owns the General Partner, and the General Partner’s Board of Directors (the “Board”) is comprised of a majority of independent directors. The Partnership’s Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provides limited partners of the Partnership who are holders of its outstanding (as defined herein) common units with voting rights in the election of the members of the Board on a staggered basis beginning in 2022.

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, Utica Shale, Marcellus Shale, Barnett Shale, Piceance Basin and Permian 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;

•portfolio management;

•maintaining our focus on fee-based revenue with minimal direct commodity price exposure;

•maintaining strong producer relationships to maximize utilization of all of our midstream assets;

•continuing to prioritize safe, sustainable and reliable operations; and

•increasing engagement in energy transition initiatives.

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING

Q1:Why am I receiving these materials?

A:On or about March 31, 2022, we are sending Unitholders (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, 2021. On this date, you will have the ability to access all of our proxy materials over the Internet at www.astproxyportal.com/ast/23805.

We are providing these materials in connection with the solicitation by the Board of proxies to be voted at our 2022 Annual Meeting of Limited Partners (the “2022 Annual Meeting”) and any adjournments thereof. We will hold the 2022 Annual Meeting on May 10, 2022 at 2:00 p.m. Central Time via live webcast at https://web.lumiagm.com/275506380 (password: summit2022).

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 2022 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 2022 Annual Meeting?

A:Limited partners of the Partnership who are holders of record of our outstanding common units (the “Voting Units”) at the close of business on March 21, 2022 (the “Unitholders”) are entitled to attend and vote on the matters presented at the 2022 Annual Meeting. The Unitholders will vote together as a single class and are entitled to one vote for each common unit held on the March 21, 2022 record date. On March 21, 2022, 10,155,874 common units were outstanding.

Q4:Which common units are considered “outstanding”?

A:“Outstanding” means, with respect to common units, all common units that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that if any person or group, other than the General Partner and its affiliates, acquires beneficial ownership of 20% or more of outstanding common units, the common units owned by such person or group will cease to be considered outstanding and will therefore lose all their voting rights with respect to the 2022 Annual Meeting. This loss of voting rights does not apply to persons who acquired such common units from affiliates of the Partnership, their transferees and persons who acquired such common units with the prior approval of the Board.

In addition, any common units held by the Partnership or a subsidiary of the Partnership are not considered outstanding with respect to voting under the Partnership Agreement. However, should such securities be transferred to an entity that is not a subsidiary of the Partnership, such common units would then be considered outstanding with respect to voting.

Q5:How do I participate in the virtual 2022 Annual Meeting?

A:The 2022 Annual Meeting will be held via live webcast. You will be able to attend the 2022 Annual Meeting, vote your common units and submit your questions during the meeting by visiting https://web.lumiagm.com/275506380 and entering the password (summit2022) and your control number found on your proxy card or voting instruction form.

Questions may be submitted during the 2022 Annual Meeting through https://web.lumiagm.com/275506380. Your questions must be confined to matters properly before the 2022 Annual Meeting and of general concern regarding the Partnership.

The 2022 Annual Meeting will begin at 2:00 p.m. Central Time. We encourage you to access the 2022 Annual Meeting before it begins. Online check-in will start approximately 60 minutes before the start of the meeting on May 10, 2022. If you have difficulty accessing or participating in the Annual Meeting, please visit https://www.lumiglobal.com/faq for help and support.

Other interested parties may listen to the 2022 Annual Meeting by visiting https://web.lumiagm.com/275506380 and logging in as a guest. Guests will be able to hear the 2022 Annual Meeting but will not be able to vote or ask a question during the meeting.

Q6:What constitutes a quorum to conduct business at the 2022 Annual Meeting?

A:Holders representing a majority of our outstanding common units (including outstanding common units deemed owned by the General Partner), present in person (virtually) or by properly submitted proxy, will constitute a quorum.

Your common units will be counted as present at the 2022 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.

Q7:If my common units are held in street name by my broker or other nominee, will my broker or other nominee vote my common units?

A:If you own common units through a broker or other nominee, then your common units are held in that broker’s or nominee’s name and you are considered the beneficial owner of common units 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 Units, 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 (Proposal No. 1), the approval of the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (Proposal No. 2), the approval of the advisory resolution on executive compensation (Proposal No. 4) and the advisory vote on the frequency of future advisory votes on executive compensation (Proposal No. 5) 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 2022 (Proposal No. 3) is a matter considered routine under applicable NYSE rules.

Q8:How do I vote my common units?

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 common units will be voted as you indicate. If you sign your proxy card without indicating your vote, your common units will be voted in accordance with the recommendations of the Board.

To vote your common units electronically during the virtual 2022 Annual Meeting, you will need your control number found on your proxy card or voting instruction form.

Q9: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 2022 Annual Meeting.

Proposal	​	Board Recommendation	​	Vote Required When a Quorum is Present	​	Effect of Abstentions	​	Effect of Broker Non-Votes
Proposal No. 1: Election of Directors	​	FOR each nominee	​	Plurality of the votes cast by the Unitholders	​	No effect on the vote with respect to this proposal	​	No effect on the vote with respect to this proposal
	​	​	​	​	​	​	​	​
Proposal No. 2: Approval of the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan	​	FOR approval of the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan	​	Affirmative vote of a majority of the Voting Units (voting as a single class) entitled to vote at the meeting	​	Same effect as a vote against this proposal	​	Same effect as a vote against this proposal
	​	​	​	​	​	​	​	​
Proposal No. 3: Ratification of Independent Accounting Firm	​	FOR the ratification of the appointment of Deloitte & Touche LLP for 2022	​	Affirmative vote of a majority of the Voting Units (voting as a single class) entitled to vote at the meeting	​	Same effect as a vote against this proposal	​	Voted at broker’s discretion; broker non-votes are not expected but common units not voted have the same effect as a vote against this proposal
	​	​	​	​	​	​	​	​

  

(1)As advisory votes, the results of the vote on the advisory resolution on executive compensation and the frequency of future advisory votes on executive compensation are not binding on the Partnership, the Compensation Committee or the Board, whether or not the proposals are passed under the standards described above.

Q10: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 2022 Annual Meeting by:

•submitting a written revocation to the Secretary of the General Partner at the address indicated on the cover page of this proxy statement (provided that revocation is received by the Secretary of the General Partner by 11:59 p.m. Eastern Time on May 9, 2022);

•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 9, 2022);

•submitting your valid proxy over the Internet by 11:59 p.m. Eastern Time on May 9, 2022; or

•voting during the 2022 Annual Meeting, as described in Q8 above.

If instructions to the contrary are not given, your common units will be voted as indicated on the proxy and your presence without voting during the 2022 Annual Meeting will not revoke your proxy.

Q11:What should I do if I receive more than one set of voting materials for the 2022 Annual Meeting?

A:You may receive more than one set of voting materials for the 2022 Annual Meeting, and the materials may include multiple proxy cards or voting instruction cards. If you hold common units in more than one brokerage account, you will receive voting materials for each account; further, if you hold common units 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.

Q12:Who is paying the expense of soliciting proxies?

A:We pay the cost of soliciting proxies and holding the 2022 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 common units, and we will reimburse them for any reasonable expenses that they incur.

Q13:Who do I contact if I have further questions about voting or the 2022 Annual Meeting?

A:You may contact our Investor Relations department at IR@summitmidstream.com or Morrow Sodali LLC at:

Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022
Call toll-free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: SMLP@info.morrowsodali.com

CORPORATE GOVERNANCE

Board Leadership and Governance

The Partnership is managed by the directors and executive officers of the General Partner, a wholly owned subsidiary of the Partnership as of December 31, 2021. The General Partner became a wholly owned subsidiary of the Partnership in May 2020 as a result of the GP Buy-In Transaction. The directors and officers of the General Partner perform all of our management functions, and we do not have directors or officers. However, for simplicity’s sake, in this proxy statement, we refer to the directors of the General Partner as our directors or our Board, and we refer to the officers of the General Partner as our officers.

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.

In connection with the GP Buy-In Transaction, the Partnership amended its Partnership Agreement to, among other things, provide its limited partners who are holders of its outstanding common units with voting rights in the election of the members of the Board on a staggered basis beginning in 2022. The Board is divided into three classes of directors. Two Class I directors will serve for an initial term that expires at the 2022 Annual Meeting, two Class II directors will serve for an initial term that expires at our annual meeting of limited partners to be held in 2023 (the “2023 Annual Meeting”), and two Class III directors will serve for an initial term that expires at our annual meeting of limited partners to be held in 2024 (the “2024 Annual Meeting”). J. Heath Deneke, President and Chief Executive Officer (the “Chief Executive Officer” or “CEO”) of the General Partner, serves as Chairman of the Board and will not be subject to public election.

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 Partnership for the Board to make a determination on the matter when it elects 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. Effective January 1, 2022, the Board appointed Mr. James J. Cleary as the Lead Director to preside over any executive sessions at which the Chairman of the Board is not present and to serve as a liaison between the Board and stakeholders on investor matters.

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 2021. 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 2021. 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 2021. All of the Board members are invited to attend the 2022 Annual Meeting, which is our first annual meeting of limited partners.

Name

​

Board of Directors

​

Class

​

Audit Committee

​

Compensation Committee

​

Nominating, Governance and Sustainability Committee

​

Independent Director

James J. Cleary

​

Lead Director

​

Class III

​

​

​

Member

​

Member

​

Yes

J. Heath Deneke

​

Chair

​

​

​

​

​

​

​

​

​

No

Lee Jacobe

​

Member

​

Class I

​

Member

​

Chair

​

​

​

Yes

Robert J. McNally

​

Member

​

Class II

​

Member

​

​

​

​

​

Yes

Rommel M. Oates

​

Member

​

Class III

​

​

​

​

​

Member

​

Yes

Jerry L. Peters

​

Member

​

Class I

​

Chair

​

​

​

Member

​

Yes

Marguerite Woung-Chapman

​

Member

​

Class II

​

​

​

Member

​

Chair

​

Yes

Number of 2021 Meetings

​

16

​

​

​

4

​

4

​

4

​

​

Director Independence

The Board includes one member of management, Mr. Deneke, President and Chief Executive Officer of the General Partner, and six non-management directors. As a limited partnership, SMLP is not required by the NYSE to have a majority of independent directors. However, the Partnership Agreement and the Corporate Governance Guidelines require that each Board member, other than the then-

serving President or Chief Executive Officer of the General Partner, meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder and by the NYSE. 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 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 Partnership 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 Partnership, provided that such compensation is not contingent in any way on continued service; or (ii) be an “affiliated” person (as defined in Exchange Act Rule 10A-3) of the Partnership or any subsidiary.

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

Each of the current members of the Audit, Compensation and Nominating, Governance and Sustainability Committees have been determined to be independent under the applicable NYSE listing standards and rules of the Securities and Exchange Commission (the “SEC”) and the Corporate Governance Guidelines. For further information about the committees, see “—Committees of the Board.”

Committees of the Board

Audit Committee

Mr. Jacobe, Mr. McNally and Mr. Peters serve as the members of the Audit Committee, with Mr. Peters serving as the chair of the committee. Mr. Peters qualifies as an audit committee financial expert within the meaning of the regulations of the SEC. All members of the Audit Committee are financially literate, in accordance with NYSE rules.

The Audit Committee assists the Board in its oversight of the integrity of the Partnership’s financial statements and its compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Partnership’s independent registered public accounting firm, approve all auditing services and related fees and the terms thereof and pre-approve any non-audit services to be rendered by the Partnership’s independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of the Partnership’s independent registered public accounting firm. The Audit Committee also discusses the Partnership’s major risk exposures with management, including those related to financial reporting and disclosure and cybersecurity, along with steps taken by management to monitor and control such exposures. The Partnership’s independent registered public accounting firm has unrestricted access to the Audit Committee.

The Audit Committee has adopted an Audit Committee charter, which is publicly available on the Partnership’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com.

Compensation Committee

Mr. Cleary, Mr. Jacobe and Ms. Woung-Chapman serve as the members of the Compensation Committee, with Mr. Jacobe serving as the chair of the committee. The Compensation Committee provides oversight, administers and makes decisions regarding the Partnership’s executive compensation policies and incentive plans. The Compensation Committee also makes recommendations to the Board regarding the compensation of the Partnership’s outside directors. The Compensation Committee may form and delegate authority to subcommittees. The Compensation Committee has adopted a Compensation Committee charter, which is publicly available on the Partnership’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com.

Nominating, Governance and Sustainability Committee

Mr. Cleary, Mr. Oates, Mr. Peters and Ms. 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 Nominating, Governance and Sustainability Committee identifies individuals qualified to become Board members consistent with criteria approved by the Board, assists the Board in selection of director nominees, oversees corporate governance principles, oversees the Partnership’s environmental, social and governance (“ESG”) matters and oversees the evaluation of the Board and management.

The Nominating, Governance and Sustainability Committee has adopted a Nominating, Governance and Sustainability Committee charter, which is publicly available on the Partnership’s website under the “Corporate Governance” subsection of the “Investors” section at www.summitmidstream.com.

Prohibition on Insider Trading and Avoidance of Speculative Trading in SMLP Units

We have established policies prohibiting our officers, directors and employees 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 SMLP 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.

Website Availability of Documents

The following documents are publicly available on the Partnership’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 General Partner at 910 Louisiana Street, Suite 4200, Houston, Texas 77002.

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 Partnership does business and in the Partnership’s industry or other industries relevant to the Partnership’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 Partnership;

•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 General Partner’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 General Partner 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 Limited Partner Proposals and Nominations.”

Information Concerning Other Directors

The following sets forth information as of March 21, 2022 concerning (i) the Class II and Class III directors whose present terms of office will expire at the 2023 Annual Meeting and the 2024 Annual Meeting, respectively, and (ii) the President and Chief Executive Officer of the General Partner, who serves as Chairman of the Board and will not be subject to public election.

Age: 51 Class II Director: Term expires 2023 Director Since: 2020 Committees: Audit (Member)	​	Robert J. McNally Biographical Information: Mr. McNally has served as a director of the General Partner since May 2020. Additionally, Mr. McNally serves on the Audit Committee of the General Partner. Mr. McNally also serves as a director of Oasis Petroleum, where he sits on the Audit & Reserves Committee and the Compensation Committee. From 2018 through 2019, Mr. McNally served as President and Chief Executive Officer of EQT Corporation, an NYSE-listed independent natural gas producer with operations in Pennsylvania, West Virginia and Ohio. Prior to that, from 2016 to 2018, Mr. McNally served as Senior Vice President and Chief Financial Officer of EQT Corporation. From 2010 until 2016, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a TSE and NYSE-listed drilling contractor with operations primarily in the United States, Canada and the Middle East. From 2009 to 2010, and for a period in 2007, Mr. McNally served as an Investment Principal for Kenda Capital LLC. In 2008, Mr. McNally served as the Chief Executive Officer of Dalbo Holdings, Inc. In 2006, Mr. McNally served as Executive Vice President of Operations and Finance for Warrior Energy Services Corp. From 2000 to 2005, Mr. McNally worked in corporate finance with Simmons & Company International. Mr. McNally began his career as an engineer with Schlumberger Limited and served in various capacities of increasing responsibility during his tenure from 1994 until 2000. In addition to his experience as an executive, Mr. McNally has had extensive experience in the boardroom, where he has served, at various times, on the boards of Warrior Energy Services, Dalbo Holdings, EQT Midstream Partners, EQT GP Holdings, Rice Midstream Partners and EQT Corporation. He has a B.S. in Mechanical Engineering from University of Illinois, a B.A. in Mathematics from Knox College, and an M.B.A. from Tulane University Freeman School of Business. Qualifications: Mr. McNally brings a wealth of executive management, operational and financial experience in the oil and gas industry to the Board.
	​	​

For detailed information regarding our directors’ respective holdings of our units, 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 officers of the General Partner perform all of our management functions, and we do not have officers.

The table below shows certain information for the executive officers of the General Partner as of March 21, 2022.

Name	​	Age	​	Position with Summit Midstream GP, LLC
J. Heath Deneke	​	48	​	President, Chief Executive Officer and Director
William J. Mault	​	36	​	Executive Vice President and Chief Financial Officer
James D. Johnston	​	52	​	Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
Matthew B. Sicinski	​	45	​	Senior Vice President and Chief Accounting Officer

J. Heath Deneke has been President and Chief Executive Officer and a director of the General Partner since September 2019. Prior to joining the General Partner, Mr. Deneke served as Executive Vice President, Chief Operating Officer for Crestwood Equity Partners LP and Crestwood Midstream Partners LP from August 2017 through April 2019. Previously, Mr. Deneke was the President, Chief Operating Officer of Crestwood’s Pipeline Services Group from June 2015 to August 2017, where he was responsible for the commercial development and operations of Crestwood’s midstream businesses, including assets in the Marcellus, Bakken, PRB Niobrara, Delaware, Permian, Barnett, Granite Wash, Fayetteville and Haynesville shale plays. Prior to that, he served as President of Crestwood’s Natural Gas Business Unit from October 2013 to June 2015 and as Senior Vice President and Chief Commercial Officer of Crestwood’s legacy business from August 2012 until October 2013. Prior to joining Crestwood, Mr. Deneke served in various management positions at El Paso Corporation and its affiliates, including Vice President of Project Development and Engineering for the Pipeline Group, Director of Marketing and Asset Optimization for Tennessee Gas Pipeline Company, LLC and Manager of Business Development and Strategy for Southern Natural Gas Company, LLC. Mr. Deneke holds a bachelor’s degree in Mechanical Engineering from Auburn University.

William J. Mault has been the Executive Vice President and Chief Financial Officer of the General Partner since February 2022. Mr. Mault has been with the General Partner since 2016 and has held various senior management roles at 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 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.

Matthew B. Sicinski has been the Senior Vice President and Chief Accounting Officer of the General Partner since February 2022. Mr. Sicinski joined the General Partner in February 2020 as Vice President and Chief Accounting Officer. Prior to joining the General Partner, Mr. Sicinski was the Vice President and Controller at Venari Resources and he spent over eight years at Southwestern Energy in multiple accounting, finance and commercial development roles. Additionally, Mr. Sicinski worked in the Houston offices of Arthur Andersen and Ernst & Young, most recently as a manager. Mr. Sicinski has over 20 years of oil and gas industry experience, is a Certified Public Accountant and received Bachelor of Business Administration and Master of Business Administration degrees in Accounting from Angelo State University. Mr. Sicinski is also a Lieutenant Commander in the United States Navy Reserve and veteran of the Afghanistan War.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the compensation of certain of our executive officers in 2021, 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 the person who served as our principal executive officer during the past fiscal year and the Partnership’s two next most highly compensated executive officers. Messrs. Deneke, Stratton and Johnston were the only executive officers of the General Partner during fiscal year 2021.

The following describes the material elements of the Partnership’s executive compensation program for the following individuals, who are referred to as the “Named Executive Officers” or “NEOs” for fiscal year 2021:

Named Executive Officer	​	Title
J. Heath Deneke	​	President and Chief Executive Officer
Marc D. Stratton(1)	​	Former Executive Vice President and Chief Financial Officer
James D. Johnston	​	Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

  

(1)Mr. Stratton’s employment terminated effective March 4, 2022.

The NEOs are employees of Summit Operating Services Company, LLC (“Summit Operating”), a wholly owned subsidiary of the Partnership, and executive officers of the General Partner.

The Compensation Committee provides oversight, administers and makes decisions regarding the Partnership’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 unitholders, 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 unitholder 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 unitholders; and

•Discourage undue risk-taking.

We strive to employ a pay-for-performance philosophy when designing executive compensation opportunities within the confines of unit availability under our long-term incentive plan (“LTIP”). Thus, a portion of an executive’s target compensation is performance-based through linkage to the achievement of financial and other measures deemed to be drivers in the creation of unitholder 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 Partnership’s annual and long-term performance.

In 2021, at target, approximately 84% of our CEO’s compensation and approximately 76% of our other NEOs’ compensation was considered at risk.

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

What We Do	​	What We Don’t Do
✓Target competitive compensation levels relative to peers with a focus on performance-based and at-risk components	​	✗No guaranteed annual bonuses for NEOs
✓Evaluate the risk of our compensation programs	​	✗No large, out-of-cycle equity awards granted in 2021
✓Engage independent compensation consultant for review and benchmarking of our compensation programs	​	✗No excessive perquisites
✓Mitigate excessive, undue risk-taking through the structure and design of our incentive compensation plans	​	✗No separate welfare benefit plans for NEOs

2021 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 cyclical market that has in recent years seen massive challenges, with volatile commodity prices and the trend toward sustainable forms of energy discouraging longer-term investment in our industry and reducing the demand and rates for our services. Given the ongoing COVID-19 pandemic, the demand for our services remains volatile.

In spite of those challenges, we took measures to refinance and reduce indebtedness, enhancing our strategic and financial flexibility as we continue to evaluate long-term value-enhancing opportunities in the future. These actions underscore our commitment to the disciplined stewardship of capital, low-cost structure and experienced operating team and positions SMLP as a sustainable enterprise focused on strong returns and free cash flow generation.

2021 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 2021, 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; and

•Engagement of an independent compensation consultant to review and benchmark our executive compensation.

We believe that our 2021 executive compensation:

•Appropriately reflects SMLP’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 unitholders;

•Includes an appropriate overall mix of short- and long-term incentives to enhance unitholder value and motivate sustainable performance and decision-making;

•Takes into consideration the efforts, performance and successes of our NEOs in an unprecedented market;

•Advances our core business strategy; and

•Helps attract, motivate and retain the key talent needed to ensure SMLP’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. 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 in Compensation Committee meetings and executive sessions of the Compensation Committee meetings as requested. The Compensation Consultant may work with our management on various matters for which the Compensation Committee is responsible. However, the Compensation Committee, not management, directs the activities of the Compensation Consultant. We consider the Compensation Consultant to be independent of the Partnership according to current NYSE listing requirements and SEC guidance. Willis Towers Watson serves as the Compensation Consultant.

The exact level of targeted compensation for each NEO varies based on the individual’s role at SMLP, the individual’s experience and the individual’s contribution to our success. Partnership 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 works directly with the Compensation Consultant to determine the compensation of our CEO, as required.

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 midstream 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.

We are conducting our first advisory vote on executive compensation at the 2022 Annual Meeting.

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. The Compensation Consultant proposes 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 SMLP’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 2021 executive compensation consisted of publicly traded midstream companies with whom we compete for executive talent.

The peer group comprised the following companies for 2021:

Altus Midstream Company	​	Magellan Midstream Partners, L.P.
Archrock, Inc.	​	NGL Energy Partners LP
Crestwood Equity Partners, LP	​	NuStar Energy, LP
DCP Midstream, LP	​	Targa Resources Corp
Enable Midstream Partners, LP	​	Tidewater Midstream and Infrastructure Ltd.
EnLink Midstream, LLC	​	USA Compression Partners, LP
Equitrans Midstream Corporation	​	USD Partners LP
Genesis Energy, LP	​	​

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 are base salary, annual incentive compensation and long-term compensation awards granted under the Partnership’s Long-Term Incentive Plan, as amended (for purposes of this CD&A, the “SMLP LTIP”). The NEOs also receive certain retirement, health and welfare and additional benefits.

Our executive compensation program consists of the following primary elements:

Pay Element	​	Type	​	Form of Pay	​	Objective
Base Salary	​	Fixed	​	Cash	​	•Provides a minimum, fixed level of cash compensation. •Incentive compensation is calculated as a percentage of base salary.
Annual Incentive Compensation	​	At-Risk	​	Cash	​	•Ties NEO compensation to short-term financial and operational performance metrics.
Long-Term Incentive Plan Awards	​	At-Risk	​	Equity and Cash	​	•Motivates and rewards long-term value creation. •Serves as a retention tool for NEOs. •Aligns NEOs interests with investors’ interests.

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 targets and long-term incentives to promote achievement of sustained value over the longer term and for retention purposes.

We believe that equity-based incentive awards serve to align the economic interests of our executive officers with those of our unitholders. We believe that our phantom unit awards provide proper incentives to avoid undue risk taking while increasing long-term unitholder value. We also believe that these awards, together with the associated cash component, are an important retention tool with respect to our NEOs.

For 2021, 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.

Name and Principal Position

​

Base Salary ($)

​

2021 Target Annual Bonus: Percent of Base Salary (%)

​

2021 Target Annual Bonus Value ($)

​

2021 Target LTIP Award: Percent of Base Salary (%)

​

2021 LTIP Target Award Value ($)

​

2021 Target Total Direct Compensation ($)

J. Heath Deneke President and Chief Executive Officer

​

600,000

​

150

​

900,000

​

375

​

2,250,000

​

3,750,000

Marc D. Stratton(1) Former Executive Vice President and Chief Financial Officer

​

350,000

​

100

​

350,000

​

215

​

752,500

​

1,452,500

James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

​

350,000

​

100

​

350,000

​

215

​

752,500

​

1,452,500

  

(1)Mr. Stratton’s employment terminated effective March 4, 2022.

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 unitholders 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 and long-term 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.

The pie charts below illustrate the 2021 compensation pay mix for our CEO and other NEOs:

Our CEO’s compensation in 2021 was comprised of, at target, approximately 16% base salary, 24% annual incentive bonus (“annual bonus”) and 60% long-term incentive plan awards, amounting to approximately 84% at-risk compensation.

Our other NEOs’ compensation in 2021 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 Partnership. 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 Partnership’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 unitholder returns warrant compensation at those higher levels.

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

Name and Principal Position	​	2021 Base Salary ($)	​	2020 Base Salary ($)
J. Heath Deneke President and Chief Executive Officer	​	600,000	​	600,000
Marc D. Stratton(1) Former Executive Vice President and Chief Financial Officer	​	350,000	​	350,000
James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary	​	350,000	​	350,000

  

(1)Mr. Stratton’s employment terminated effective March 4, 2022.

In 2021, the Compensation Committee determined that no changes should be made to the NEOs’ base salaries for the 2021 fiscal year.

Annual Incentive Compensation

We provide an annual bonus to drive the achievement of key business results and to recognize 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. Annual bonus payouts may range from 0% to 200% of the target opportunity and may be adjusted at the discretion of the Compensation Committee based on actual performance results.

In early 2021, the Compensation Committee established the 2021 annual bonus plan target opportunities as a percentage of base salary for our NEOs. The 2021 target for Mr. Deneke was 150% of his base salary. For Messrs. Stratton and Johnston, it was 100% of their base salaries.

Name and Principal Position	​	2021 Target Annual Bonus: Percent of Base Salary (%)	​	2021 Target Annual Bonus Value ($)	​
J. Heath Deneke President and Chief Executive Officer	​	150	​	900,000	​
Marc D. Stratton(1) Former Executive Vice President and Chief Financial Officer	​	100	​	350,000	​
James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary	​	100	​	350,000	​

  

(1)Mr. Stratton’s employment terminated effective March 4, 2022.

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”) that sets the baseline for the annual bonuses for our NEOs, subject to further adjustments as explained below. 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 2021, the SLT Scorecard contained five 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, (iii) project execution on the Double E Pipeline, (iv) refinancing our 2022 debt maturities and (v) HSER metrics.

In February 2022, the Compensation Committee and the Board reviewed the SLT Scorecards for 2021 and determined the level of achievement of each key factor. We exceeded our goals for (i) adjusted EBITDA, (ii) project execution on the Double E Pipeline, (iii) refinancing our 2022 debt maturities and (iv) HSER metrics but did not meet our goals for overall business development activity. These results yielded a calculated SLT Scorecard result of 125% of target. The 2021 goals and results for the SLT Scorecard factors are set forth in the following table:

2021 Factors

​

% Weight

​

2021 Goals

​

Annual Bonus Payout %

​

% Weighted Results

Threshold

​

Target

​

Maximum

​

Adjusted EBITDA (in millions)(1)

​

20%

​

$171

​

$214 - 227

​

$250

​

166%

​

33%

Overall business development activity

​

15%

​

Qualitative and quantitative assessment of completing an accretive acquisition

​

0%

​

0%

Project execution on the Double E Pipeline

​

15%

​

Qualitative and quantitative assessment of meeting goals for the Double E Pipeline project, covering safety, environmental, project cost, and timely project completion

​

180%

​

27%

Refinancing our 2022 debt maturities

​

30%

​

Qualitative assessment of successfully refinancing the Partnership’s 2022 debt maturities

​

133%

​

40%

HSER metrics

​

20%

​

Qualitative and quantitative goals covering workplace safety, reportable incidents, operational integrity, financial impact and training

​

124%

​

25%

SLT Scorecard performance weighted subtotal

​

100%

​

​

​

​

​

​

​

​

​

125%

  

(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.

In addition to corporate results, additional factors were considered by the CEO and the Compensation Committee, affirming that the full amount of the bonuses that were determined to be earned based on the performance objectives should be paid (that is, no downward adjustments were warranted). Those factors included judgments regarding overall company performance and business events, the performance of each NEO’s respective business unit or function, industry climate and performance, the market for executive talent, demonstrated leadership capabilities and progress on strategic initiatives. The annual bonuses paid to Messrs. Deneke, Stratton and Johnston were approved by the Compensation Committee, as further described below.

Mr. Deneke’s annual bonus payout reflects his demonstrated leadership capabilities and the Partnership’s overall performance in 2021. Mr. Deneke was awarded 125% of his target annual bonus in 2021, or $1,125,000.

Mr. Stratton’s annual bonus payout reflects consideration for the combined performance of the finance and accounting business units. Mr. Stratton was awarded approximately 125% of his target annual bonus in 2021, or $437,500.

Mr. Johnston’s annual bonus payout reflects consideration for the combined performance of the legal, human resources, HSER, corporate compliance and land units. Mr. Johnston was awarded approximately 125% of his target annual bonus in 2021, or $437,000.

Based on the foregoing discussion, the annual bonus awards paid in March 2022 to our NEOs for 2021 performance were as follows:

Name and Principal Position	​	2021 Annual Bonus Payout ($)
J. Heath Deneke President and Chief Executive Officer	​	1,125,000
Marc D. Stratton(1) Former Executive Vice President and Chief Financial Officer	​	437,500
James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary	​	437,000

  

(1)Mr. Stratton’s employment terminated effective March 4, 2022.

Long-Term Equity-Based Compensation Awards

The General Partner approved the SMLP LTIP, pursuant to which eligible officers (including the NEOs), employees, consultants and directors of the General Partner 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 units and enhancing our ability to attract and retain superior talent. The SMLP LTIP provides for the grant, from time to time at the discretion of the Board or the Compensation Committee, of a dollar-denominated award, unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards.

The SMLP LTIP is designed to promote our interests, as well as the interests of our unitholders, by aligning the interests of our eligible employees (including the NEOs) and directors with those of common unitholders, as well as by strengthening our ability to attract, retain and motivate qualified individuals to serve as directors and employees.

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 375% of base salary for Mr. Deneke and 215% of base salary for Messrs. Stratton and Johnston in 2021.

Awards under the SMLP LTIP are usually granted once per fiscal year (during the quarterly period ending March 31st). Effective February 17, 2021, based on the recommendation of the Compensation Committee, the Board approved a grant of phantom units with a cash award retention component to each of Messrs. Deneke, Stratton and Johnston. The underlying phantom units and cash award vest ratably 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 awards with cash retention components, both of which vest contingent on continued service, to foster increased unit ownership by the NEOs and as a retention incentive for continued employment with the Partnership.

All SMLP LTIP grants to our NEOs 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), (iii) a termination of the NEO’s employment by reason of the NEO’s death or disability or (iv) a Change in Control (as defined in the applicable award agreement).

To calculate the number of phantom units granted to each eligible NEO, in February 2021, the Compensation Committee determined the dollar amount of the long-term incentive compensation award, determined that 50% of such value would be granted in the form of phantom units and 50% of such value would be granted in the form of a cash retention component 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 and cash awards granted under the SMLP LTIP in 2021 were as follows:

Name and Principal Position	​	2021 Target LTIP Award: Percent of Base Salary (%)	​	2021 Phantom Units Awarded (#)(1)	​	2021 Cash Awarded ($)	​	2021 SMLP LTIP Award Value ($)
J. Heath Deneke President and Chief Executive Officer	​	375	​	75,000	​	1,125,000	​	2,250,000
Marc D. Stratton(2) Former Executive Vice President and Chief Financial Officer	​	215	​	25,083	​	376,250	​	752,500
James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary	​	215	​	25,083	​	376,250	​	752,500

  

(1)The Compensation Committee determined the number of phantom units awarded under the SMLP LTIP on February 3, 2021 based on a per unit average value of approximately $15 for the immediately preceding month.

(2)Mr. Stratton’s employment terminated effective March 4, 2022.

The awards granted under the SMLP LTIP in 2020 that were granted in the form of a cash retention bonus vest ratably over a three-year period. The first one-third of the awards vested in 2021, and the remaining two-thirds of the awards remain outstanding and will vest in 2022 and 2023.

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 2021, 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 Partnership makes annual contributions to all HSA-eligible employees who enroll in and contribute to an HSA. In 2021, we made tax-free HSA contributions of $600 to each of Messrs. Deneke, Stratton and Johnston.

Deferred Compensation Plan

Effective May 28, 2020, the Deferred Compensation Plan was terminated. As a result, payment of all remaining amounts deferred thereunder was tendered to participants or their designated beneficiaries, as applicable, in a single lump sum payment.

Additional Benefits

Pursuant to the terms of their employment agreements:

•All NEOs are entitled to reimbursement for tax preparation and advisory services expenses of up to $12,000 per year.

•Mr. Deneke is entitled to be reimbursed up to $15,000 per year for annual international or local chapter dues associated with his membership in the Young Presidents Organization (“YPO”).

Expenditures for these benefits are included as “All Other Compensation” in the Summary Compensation Table and further described in the table entitled “All Other Compensation” below.

Employment and Severance Arrangements

Employment Agreements

Each of our NEOs had employment agreements with Summit Operating in place in 2021. Elements of the NEOs’ total direct compensation are subject to periodic review and may be adjusted accordingly by the Compensation Committee.

Mr. Deneke’s employment agreement has an effective date of September 1, 2020 and an initial term that expires on September 1, 2022, and Mr. Johnston’s employment agreement has an effective date of September 4, 2020 and an initial term that expires on September 4, 2022. The terms of each of Messrs. Deneke’s and Johnston’s are then automatically extended 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 $600,000, 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 SMLP LTIP that may vary based on the Board’s discretion based on Mr. Deneke’s or our performance prior to each grant. Mr. Johnston’s employment agreement provides for an annual base salary of $350,000, 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 SMLP LTIP that may vary based on the Board’s discretion based on Mr. Johnston’s or our performance prior to each grant. Messrs. Deneke and Johnston are each entitled to receive a prorated annual bonus (based on target) if any of their employment is terminated by either Messrs. Deneke or Johnston, as applicable, with good reason, or by us without cause or as a result of a non-extension of the term by us, or due to death or disability. In addition, Messrs. Deneke’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 YPO membership dues of up to $15,000 per year.

Mr. Johnston’s employment agreement additionally provides for a one-time long-term incentive award at the beginning of his employment term comprised of 33,333 phantom units (as adjusted for the 1-for-15 reverse unit split of common units effected on November 9, 2020) and an $800,000 cash component. Subject to Mr. Johnston’s continued employment through such dates, this long-term incentive award vests 50% on March 31, 2021 and 50% on March 31, 2022.

Messrs. Deneke’s and Johnston’s employment agreements provide for a cash severance payment upon a termination resulting from (1) our non-extension of the term (an “Employer Nonrenewal”) or (2) a termination by us without cause or by Messrs. Deneke or Johnston for good reason (each a “Qualifying Termination”), with good reason defined generally as any of Messrs. Deneke’s or Johnston’s termination of employment within ninety 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 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.

In the event of an Employer Nonrenewal or a Qualifying Termination, subject to the execution and nonrevocation of a release of claims within 60 days following their termination, Messrs. Deneke and Johnston will receive a severance payment equal to, for Mr. Deneke, two and one-half times, and for Mr. Johnston, one and one-half times the sum of (a) his annual base salary and (b) the higher of his target annual bonus and the annual bonus actually paid to him 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 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 and Johnston’s employment agreements provide that if following any of Messrs. Deneke’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 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.

Following any termination of employment due to an Employer Nonrenewal or Qualifying Termination, Messrs. Deneke and Johnston will be subject to a post-termination non-competition covenant through the first anniversary of termination unless any of Messrs. Deneke 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 or Johnston’s termination of employment for any reason, Messrs. Deneke and Johnston will be subject to a one-year post-termination non-solicitation covenant.

Messrs. Deneke’s and Johnston’s employment agreements also provide that, in the event of a change in control, (1) all equity awards granted to them under the SMLP LTIP and held by them as of immediately prior to a change in control of the Partnership or the General Partner will become fully vested immediately prior to the change in control and (2) if any portion of the payments or benefits provided to Messrs. Deneke 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 or Johnston.

Mr. Stratton’s employment agreement, which was terminated in connection with the termination of his employment on March 4, 2022, was substantially similar to Mr. Johnston’s employment agreement, except for the one-time long-term incentive award at the beginning of Mr. Johnston’s employment term provided for in Mr. Johnston’s employment agreement as described above. See “—Separation Agreement with Former Executive Officer.”

Separation Agreement with Former Executive Officer

Mr. Stratton’s employment with the General Partner and Summit Operating terminated effective March 4, 2022. In exchange for Mr. Stratton’s execution of a release of claims set forth in a separation agreement (the “Separation Agreement”), Mr. Stratton became entitled to certain payments and benefits afforded in connection with a termination without cause set forth in his employment agreement with Summit Operating, dated September 1, 2020, and the award agreements under which phantom units and other awards were granted to Mr. Stratton under the SMLP LTIP. Such payments and benefits include (i) severance payments payable over 12 months equal to one-and-a-half times the sum of (A) his then-current base salary and (B) his annual bonus paid to Mr. Stratton for the 2021 performance year; (ii) a prorated amount of his 2022 target annual bonus; (iii) subsidized COBRA coverage for the lesser of the time during which he is eligible for COBRA coverage and 18 months; and (iv) full vesting and settlement of all of Mr. Stratton’s outstanding unvested phantom units and any related cash retention component thereof.

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 SMLP Units.”

Equity Holding Guidelines

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

Position	​	Value of SMLP Unit Holdings
Non-Employee Members of the Board of Directors	​	3x annual cash retainer
Chief Executive Officer	​	3x base salary
Chief Financial Officer	​	3x base salary
Chief Accounting Officer	​	2x base salary
Executive Vice President, General Counsel and Chief Compliance Officer	​	3x base salary

The holdings of the directors and executive officers subject to the equity holding guidelines are measured initially on March 31, 2022 and then annually on 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 units of common equity received from LTIP grants after appointment to the position until and unless they hold sufficient equity to meet the guidelines. As of March 21, 2022, each of the directors and executive officers subject to the equity holding guidelines exceeded (or is on track to exceed within the required time set forth in the guidelines) the equity holding set forth in the guidelines. The current ownership levels for each of our directors and NEOs as of March 21, 2022 is set forth in the table below:

Name	​	Current Unit Holdings	​	Current Multiple	​	Required Multiple
James J. Cleary	​	17,278	​	3.00x annual cash retainer	​	3x annual cash retainer
Lee Jacobe	​	25,960	​	4.50x annual cash retainer	​	3x annual cash retainer
Robert J. McNally	​	17,278	​	3.00x annual cash retainer	​	3x annual cash retainer
Rommel M. Oates	​	6,444	​	1.12x annual cash retainer	​	3x annual cash retainer
Jerry L. Peters	​	27,308	​	4.74x annual cash retainer	​	3x annual cash retainer
Marguerite Woung-Chapman	​	17,278	​	3.00x annual cash retainer	​	3x annual cash retainer
J. Heath Deneke	​	244,009	​	5.77x base salary	​	3x base salary
William J. Mault	​	23,942	​	1.18x base salary	​	3x base salary
James D. Johnston	​	68,956	​	2.79x base salary	​	3x base salary
Matthew B. Sicinski	​	14,997	​	0.83x base salary	​	2x base salary

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

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

•common units 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;

•common units held in an individual retirement account;

•common units 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 balance the impact of accounting and tax treatment with our business objectives and needs, and the benefits of being able to attract and retain talented management. Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to its principal executive officer, principal financial officer and any of its three other most highly compensated executive officers for the taxable year (other than the principal executive officer or the principal financial officer) (collectively, the “covered employees”). The group of covered employees also includes certain employees previously considered a covered employee, who continue to receive compensation from us. We strive to take action, where possible and considered appropriate, to preserve the deductibility of compensation to our NEOs. However, compensation paid to each covered employee will be subject to a $1 million annual deduction limitation. Although the deductibility of compensation is a consideration we evaluate, we believe that the lost deduction on compensation payable in excess of the $1 million limitation is not material relative to the benefit of being able to attract and retain talented management.

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 Partnership.

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 Partnership. 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 Partnership or provide compensatory rewards for inappropriate decisions or behavior.

2022 Executive Compensation Highlights

In February 2022, the Compensation Committee determined to provide our NEOs with a one-time supplemental value to their 2021 annual LTIP target equal to approximately 160% of 2022 base salary for Mr. Deneke, approximately 133% of base salary for Mr. Mault and approximately 69% of base salary for Mr. Johnston. Including these supplemental values with the annual LTIP targets reflect the Compensation Committee’s recognition of the competitive market for executive talent. In recognition of the limited remaining units authorized under the SMLP LTIP as of February 2021, the Compensation Committee also adjusted the portion of the LTIP award made in the form of the cash retention component, increasing to 75% for the 2022 LTIP grants compared to 50% for the grants in 2021. With the addition of the one-time supplemental value, the effective vesting schedule for the total cash retention component is 20%, 60% and 20% on each of the first, second and third anniversaries of the grant date subject to continued employment with the Partnership and other terms and conditions in the award agreement. The cash retention component of the LTIP award is subject to service-based vesting requirements that span a three-year period. Additionally, the Compensation Committee maintains discretion to adjust the value of future LTIP award grants based on the Compensation Committee’s determination of our performance and the executive’s performance prior to any such future grants.

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, 2021, 2020 and 2019, as applicable.

  

(1)Amounts shown reflect the portion of the cash retention component of the LTIP awards granted to the NEOs in 2020 that vested in 2021, which was previously reported in full in 2020 in this column, but is no longer reflected in such column on grant and will, in accordance with SEC rules, be reported in the year in which it is earned. As a result of the GP Buy-In Transaction, the Partnership pays for 100% of the NEO’s compensation.

(2)Amounts shown reflect the grant date fair value of the phantom unit awards granted to the NEOs in 2021, 2020 and 2019, respectively, in accordance with FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“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, 2021. For additional information, please refer to “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity-Based Compensation Awards.”

(3)Amounts shown represent the incentive bonus earned under the Partnership’s annual incentive bonus program in the fiscal year indicated but paid in the following fiscal year. As a result of the GP Buy-In Transaction, the Partnership pays for 100% of the NEO’s compensation.

(4)The table below presents the components of “All Other Compensation” allocated to SMLP for each NEO for the fiscal year ended December 31, 2021. For additional information, please see “Compensation Discussion and Analysis—Elements of Executive Compensation—Retirement, Health and Welfare and Additional Benefits.” As a result of the GP Buy-In Transaction, the Partnership pays for 100% of the NEO’s compensation.

All Other Compensation

Name

​

Medical Insurance Premium ($)

​

Individual Tax Preparation ($)

​

Health Savings Account (HSA) Employer Contributions ($)

​

401(k) Plan Employer Contributions ($)

​

Membership Dues ($)

​

Other(a)

​

Total ($)

J. Heath Deneke

​

16,776

​

5,951

​

600

​

14,250

​

15,000

​

—

​

52,577

Marc D. Stratton(b)

​

16,800

​

1,502

​

600

​

14,250

​

—

​

—

​

33,152

James D. Johnston

​

16,725

​

—

​

600

​

14,250

​

—

​

—

​

31,675

  

(a)On one occasion, Mr. Deneke’s spouse accompanied Mr. Deneke on a flight resulting from an urgent company need that caused a change in Mr. Deneke’s travel itinerary and was integrally and directly related to the performance of his duties as President and Chief Executive Officer. No additional incremental operating cost was incurred by the Partnership as a result of the spousal accompaniment.

(b)Mr. Stratton’s employment terminated effective March 4, 2022.

(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.

(6)Amounts shown represent the portion of the NEO’s compensation allocated to the Partnership. Prior to closing the GP Buy-In Transaction in May 2020, compensation amounts for the NEO were allocated between the General Partner and SMLP.

(7)Mr. Stratton’s employment terminated effective March 4, 2022.

Grants of Plan-Based Awards for Fiscal Year 2021

The following table sets forth information concerning annual incentive awards and phantom unit awards granted to the Partnership’s NEOs in fiscal year 2021.

Name

​

Grant Date

​

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)

​

All Other Stock Awards: Number of Units(2)

​

Grant Date Fair Value of Unit Awards(3)

Threshold ($)

​

Target ($)

​

Maximum ($)

​

(#)

​

J. Heath Deneke

​

2/17/2021

​

—

​

900,000

​

1,800,000

​

75,000

​

1,531,500

Marc D. Stratton(4)

​

2/17/2021

​

—

​

350,000

​

700,000

​

25,083

​

512,195

James D. Johnston

​

2/17/2021

​

—

​

350,000

​

700,000

​

25,083

​

512,195

  

(1)Represents annual incentive opportunities that may be awarded pursuant to the Partnership’s annual incentive program for the year ended December 31, 2021 with payment based upon the Partnership’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 grants of phantom units with distribution equivalent rights under the SMLP LTIP. As discussed above, these phantom units represent 50% of the value of the NEOs’ annual LTIP awards, with the other 50% of such value granted in the form of a cash retention component. The cash retention component is not reported in this table because it is a cash award subject to service-based vesting requirements. For additional information, please see “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity-Based Compensation Awards.”

(3)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, 2021.

(4)Mr. Stratton’s employment terminated effective March 4, 2022.

Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2021 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 2021

The following table presents information regarding the outstanding equity awards held by the Partnership’s NEOs at December 31, 2021.

​	​	​	​	Unit Awards
Name	​	Grant Date	​	Number of Phantom Units That Have Not Vested (#)(1)	​	Market Value of Phantom Units That Have Not Vested ($)(2)
J. Heath Deneke	​	2/17/2021	​	75,000	​	1,665,000
	​	3/23/2020	​	72,588	​	1,611,454
	​	9/16/2019	​	17,160	​	380,952
Marc D. Stratton(3)	​	2/17/2021	​	25,083	​	556,843
	​	3/23/2020	​	16,937	​	376,001
	​	11/15/2019	(4)	3,333	​	73,993
	​	3/15/2019	​	1,306	​	28,993
James D. Johnston	​	2/17/2021	​	25,083	​	556,843
	​	9/11/2020	(5)	16,666	​	369,985

  

(1)Except in the case of Messrs. Stratton and Johnston, each as noted below, phantom units granted to the NEOs vest ratably over a three-year period with the first tranche scheduled to vest on the first anniversary of the grant date, subject to continued employment, and accelerated vesting as provided in the applicable award agreement. The NEOs also receive 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.

(2)Amounts were calculated using the closing price of SMLP’s publicly traded common units on December 31, 2021.

(3)Mr. Stratton’s employment terminated effective March 4, 2022.

(4)Phantom units granted on November 15, 2019 vest in their entirety on the third anniversary of the grant date.

(5)One-half of the phantom units and tandem cash awards granted on September 11, 2020 vested on March 31, 2021 (which portion is reflected in the Bonus column of the Summary Compensation Table above) and the other half vests on March 31, 2022.

Phantom Units Vested for Fiscal Year 2021

The following table represents information regarding the vesting of phantom units during the year ended December 31, 2021 with respect to the Partnership’s NEOs.

​	​	Phantom Units
Name	​	Number of Phantom Units Vested (#)(1)	​	Value Realized on Vesting ($)(2)
J. Heath Deneke	​	53,454	​	1,796,025
Marc D. Stratton(3)	​	10,104	​	328,551
James D. Johnston	​	16,667	​	601,675

  

(1)Represents the number of phantom units that vested in 2021, plus the distribution equivalent rights earned in tandem.

(2)Represents the value of the phantom units that vested in 2021, plus the distribution equivalent rights earned in tandem. The value of the phantom units that vested was calculated using the closing price of SMLP’s publicly traded common units at the date of vesting.

(3)Mr. Stratton’s employment terminated effective March 4, 2022.

Pension Benefits

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

Nonqualified Deferred Compensation Table for Fiscal Year 2021

Effective May 28, 2020, the Deferred Compensation Plan was terminated resulting in payment of all remaining amounts deferred thereunder to participants or their designated beneficiaries, as applicable, in a single lump sum payment.

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 SMLP. 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, 2021.

Name and Principal Position

​

Triggering Event

​

Salary ($)

​

Bonus ($)

​

Pro-Rata Bonus ($)

​

Health Benefits ($)

​

Acceleration of Unvested LTIP Awards ($)(1)

​

Total ($)

J. Heath Deneke President and Chief Executive Officer(2)

​

Termination by Reason of Death or Disability

​

—

​

—

​

900,000

​

—

​

5,287,911

​

6,187,911

​

Termination Without Cause

​

1,500,000

​

2,250,000

​

900,000

​

25,606

​

5,287,911

​

9,963,517

​

Resignation for Good Reason

​

1,500,000

​

2,250,000

​

900,000

​

25,606

​

5,287,911

​

9,963,517

​

Nonextension of Term by Partnership

​

1,500,000

​

2,250,000

​

900,000

​

25,606

​

5,287,911

​

9,963,517

​

Change in Control(3)

​

—

​

—

​

—

​

—

​

5,287,911

​

5,287,911

Marc D. Stratton Former Executive Vice President and Chief Financial Officer(2)(4)

​

Termination by Reason of Death or Disability

​

—

​

—

​

350,000

​

—

​

1,658,365

​

2,008,365

​

Termination Without Cause

​

525,000

​

525,000

​

350,000

​

25,606

​

1,658,365

​

3,083,971

​

Resignation for Good Reason

​

525,000

​

525,000

​

350,000

​

25,606

​

1,658,365

​

3,083,971

​

Nonextension of Term by Partnership

​

525,000

​

525,000

​

350,000

​

25,606

​

1,658,365

​

3,083,971

​

Change in Control(3)

​

—

​

—

​

—

​

—

​

1,658,365

​

1,658,365

James D. Johnston Executive Vice President, General Counsel, Chief Compliance Officer and Secretary(2)

​

Termination by Reason of Death or Disability

​

—

​

—

​

350,000

​

—

​

1,703,078

​

2,053,078

​

Termination Without Cause

​

525,000

​

525,000

​

350,000

​

25,606

​

1,703,078

​

3,128,684

​

Resignation for Good Reason

​

525,000

​

525,000

​

350,000

​

25,606

​

1,703,078

​

3,128,684

​

Nonextension of Term by Partnership

​

525,000

​

525,000

​

350,000

​

25,606

​

1,703,078

​

3,128,684

​

Change in Control(3)

​

—

​

—

​

—

​

—

​

1,703,078

​

1,703,078

  

(1)Amounts represent the value of (a) the phantom units that vest upon the occurrence of a triggering event plus the earned distribution equivalent rights that vest in tandem and (b) the cash retention component that vests upon the occurrence of a triggering event. The value of the phantom units was calculated using the closing price of SMLP’s publicly traded common units on December 31, 2021.

(2)Messrs. Deneke’s and Johnston’s employment agreements provide that upon an Employer Nonrenewal or a Qualifying Termination, Messrs. Deneke and Johnston will receive a severance payment equal to, for Mr. Deneke, two and on-half times, and for Mr. Johnston, one and one-half times, the sum of their annual base salary and the higher of their target annual bonus and the annual bonus actually paid to them in respect of the immediately preceding year. Messrs. Deneke and Johnston are also 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. Any unvested equity awards granted to Messrs. Deneke and Johnston will immediately vest upon a Qualifying Termination, termination by reason of death or disability or a change in control. If any portion of the payments or benefits provided to Messrs. Deneke or Johnston 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 and Johnston, respectively. Messrs. Deneke and Johnston would also be entitled to subsidized COBRA coverage for the lesser of the time during which he is eligible for COBRA coverage and 18 months. 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 terms, as applicable, as described in “Compensation Discussion and Analysis—Employment and Severance Arrangements—Employment Agreements” and “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Equity Based Compensation Awards.” Mr. Stratton’s employment agreement, which was terminated in connection with the termination of his employment on March 4, 2022, was substantially similar to Mr. Johnston’s employment agreement, except as described under “Compensation Discussion and Analysis—Employment and Severance Arrangements—Employment Agreements.” See “—Separation Agreement with Former Executive Officer.”

(3)Single-trigger event without a qualifying termination of employment.

(4)Pursuant to the employment agreement with Mr. Stratton in effect at December 31, 2021. Mr. Stratton’s employment terminated effective March 4, 2022. For more information regarding Mr. Stratton’s benefits as a result of his departure pursuant to the Separation Agreement, see “Compensation Discussion and Analysis—Employment and Severance Arrangements—Separation Agreement with Former Executive Officer.”

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 2021, we determined our median employee by ranking our employees (other than the CEO) employed as of December 31, 2021 (the “determination date”) by the sum of each employee’s annualized base salary, his or her actual cash bonus received in 2021 for 2020 performance, and his or her actual overtime pay received in 2021. 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 2021 was $124,607, 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 2021 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 2021 was $3,561,830. 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 28.6 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.

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of the Partnership’s common units of:

•each person who is known to us to beneficially own 5% or more of such units to be outstanding (based solely on Schedules 13D and 13G filed with the SEC prior to March 21, 2022);

•the General Partner;

•each of the directors and NEOs of the General Partner; and

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

All information with respect to beneficial ownership has been furnished by the respective directors, officers or 5% or more unitholders as the case may be. The amounts and percentage of units 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 common units beneficially owned by a person and the percentage ownership of that person, common units that a person has the right to acquire upon the vesting of phantom units where the units are issuable within 60 days of March 21, 2022, if any, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. The percentage of units beneficially owned is based on a total of 10,155,874 common units outstanding as of March 21, 2022.

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

Name of Beneficial Owner	​	Common Units Beneficially Owned	​	Percentage of Common Units Beneficially Owned
Invesco Ltd.(1)	​	914,071	​	9.0%
J. Heath Deneke(2)	​	86,753	​	*
James D. Johnston(2)(3)	​	31,542	​	*
Marc D. Stratton(2)(4)	​	37,382	​	*
William J. Mault(2)	​	2,042	​	*
Matthew B. Sicinski(2)	​	5,091	​	*
James J. Cleary(2)	​	17,278	​	*
Lee Jacobe(2)	​	25,960	​	*
Robert J. McNally(2)	​	17,278	​	*
Rommel M. Oates(2)	​	6,444	​	*
Jerry L. Peters(2)	​	27,308	​	*
Marguerite Woung-Chapman(2)	​	12,278	​	*
All current directors and executive officers as a group as of March 21, 2022 (consisting of 10 persons)	​	236,974	​	2.3%

  

* Less than 1%.

(1)Based solely on a Schedule 13G/A filed by Invesco Ltd. on February 12, 2021. Such filing indicates that Invesco Ltd., in its capacity as a parent holding company to its investment advisors, may be deemed to beneficially own 914,071 common units of the Partnership which are held of record by clients of Invesco Ltd. The address for Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.

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

(3)Includes common units which the individual has the right to acquire upon vesting of phantom units, where the units are issuable as of March 21, 2022 or within 60 days thereafter. Such units are deemed to be outstanding in calculating the percentage ownership of such individual (and all directors and officers as a group) but are not deemed to be outstanding as to any other person.

(4)Mr. Stratton’s employment terminated effective March 4, 2022, and therefore, the common units beneficially owned by such individual are based on the last Form 4 filed by or on behalf of such individual.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the General Partner’s directors and executive officers, and persons who own more than 10% of a registered class of the Partnership’s securities, to file with the SEC initial reports of ownership and reports of changes in ownership of SMLP’s common units and other equity securities. Based on the Partnership’s records, it believes that all directors, executive officers and persons who own more than 10% of the Partnership’s common units have complied with the reporting requirements of Section 16(a) except for (i) each of J. Heath Deneke’s, Marc Stratton’s and James Johnston’s reports on March 4, 2021 relating to the acquisition of phantom units on February 17, 2021, and (ii) a report on October 22, 2021 by Energy Capital Partners II, LLC, filing jointly with Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B IP, LP, Energy Capital Partners II-C (Summit IP), LP and Energy Capital Partners II (Summit Co-Invest), LP, relating to two dispositions of common units on May 28, 2020 as a result of the GP Buy-In Transaction.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2021 with respect to the Partnership’s common units that may be issued under the SMLP LTIP.

Plan category	​	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)	​	Weighted-average exercise price of outstanding options, warrants and rights (b)	​	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	​	333,779	​	N/A	​	291,361
Equity compensation plans not approved by security holders	​	N/A	​	N/A	​	N/A
Total	​	333,779	​	—	​	291,361

  

(1)Amount shown represents phantom unit awards outstanding under the SMLP LTIP at December 31, 2021. The awards are expected to be settled in common units upon the applicable vesting date and are not subject to an exercise price. Please see “Approval of the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan” in Proposal No. 2 below.