James R. Burke
About James R. Burke
James R. Burke (age 87) is an independent director of Solaris Energy Infrastructure, Inc. (SEI), serving since May 2017 and previously as a manager of SEI’s predecessor from October 2014 to May 2017; he sits on the Nominating and Governance Committee. He holds a BSc in Electrical Engineering from University College Dublin and an MBA from Harvard University, and brings significant operating experience from senior roles across oilfield services and equipment. The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forum Energy Technologies | Chief Executive Officer; Chairman | CEO: May 2005–Oct 2007; Chairman: 2007–2010 | Led operating and strategic direction; retired in 2010 |
| Access Oil Tools Inc. | Chief Executive Officer | Apr 2000–May 2005 | Operating leadership in oilfield tools |
| Weatherford International Ltd. | Executive Vice President, Compressor Division | Jan 1991–Aug 1999 | Responsible for manufacturing operations and engineering |
| Cameron Iron Works | Various roles incl. VP, Ball Valve Division | 1967–1989 | Senior manufacturing/engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centurion (private equity-sponsored, Aberdeen) | Director | Jul 2013–Jan 2018 | Oilfield services; private company board service |
- No current public company directorships are disclosed for Mr. Burke in SEI’s 2025 proxy .
Board Governance
- Committee assignments: Nominating and Governance Committee member; current composition is Laurie H. Argo (Chair), James R. Burke, and Edgar R. Giesinger; the committee met twice in 2024 .
- Independence: Board majority independent; Mr. Burke is listed as independent (alongside Argo, Giesinger, Keenan, Parker, Teague, Walker, Yzaguirre). Management directors are William A. Zartler (CEO) and Cynthia M. Durrett (CAO) .
- Attendance and engagement: Board met 11 times and acted by unanimous written consent three times during 2024; each director attended at least 75% of Board and applicable committee meetings and all directors attended the 2024 annual meeting .
- Lead Independent Director: F. Gardner Parker serves as Lead Independent Director for executive sessions of non-management directors since March 2019 .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities (waivers require Audit Committee approval) .
- Clawback: In 2023 SEI adopted a clawback policy compliant with SEC/NYSE rules (recoupment of erroneously awarded incentive comp upon restatement) .
Fixed Compensation
Director compensation structure and Mr. Burke’s 2024 amounts:
- Program design: Annual cash retainer $65,000 for non-employee directors; $90,000 (Audit Chair), $75,000 (Comp Chair, N&G Chair); additional $20,000 for Lead Independent Director; annual equity-based award (grant-date fair value) of $140,000 for all non-employee directors; plus equity-based awards for committee membership: $10,000 for Audit members (non-chair), $5,000 for Compensation and N&G members (non-chair). No meeting fees; reasonable expense reimbursement .
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Stock Awards (grant-date fair value) | $151,310 |
| Total | $216,310 |
- Unvested director equity at year end: Mr. Burke held 12,372 unvested restricted shares as of Dec 31, 2024 .
Performance Compensation
- Directors: SEI’s non-employee director compensation is not explicitly performance-based; equity is granted as restricted stock with time-based vesting and committee membership add-ons (no options, no meeting fees) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation committee interlocks | None disclosed for 2024; no SEI executive served on another company’s board/compensation committee with reciprocal relationships . |
Expertise & Qualifications
- Education: BSc Electrical Engineering (University College Dublin); MBA (Harvard University) .
- Technical/industry experience: Decades of operating leadership across oilfield services, equipment manufacturing, and energy services (Weatherford, Cameron, Forum, Access) .
- Board qualification: The proxy notes Mr. Burke’s broad energy industry knowledge and significant operating experience as rationale for Board service .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 17,077 | <1% | Includes 12,372 unvested restricted shares with voting but no dispositive power |
| Class B Common Stock | 42,734 | <1% | Class B carries voting rights equal to Solaris LLC units; no economic rights |
| Combined Voting Power | 59,811 | <1% | Voting across Class A and Class B |
| Family holdings | 800 (Class A) | — | Beneficially owned by family member; Burke disclaims ownership beyond pecuniary interest |
| Shares pledged | 0 | — | No director/officer pledged shares per proxy disclosure |
- Insider trading policy prohibits hedging/monetization and pledging without Audit Committee waiver .
- Section 16(a) compliance: No delinquent filings for 2024 .
Governance Assessment
- Alignment: Independent status, meaningful equity grants (restricted stock) and non-employee director compensation structure modestly align director incentives with shareholders .
- Engagement: Documented committee participation (N&G), Board activity (11 meetings + 3 written consents), and attendance at least 75% indicate baseline engagement; N&G met twice in 2024 .
- Controls: Robust governance policies (anti-hedging/pledging; clawback) support investor confidence .
- Shareholder feedback: 2024 say-on-pay support was ~96% (context on compensation governance environment) .
- Potential conflicts: No related-party transactions disclosed involving Mr. Burke; small family shareholding disclosed with a standard disclaimer; no pledging; no hedging allowed. No compensation committee interlocks .
- RED FLAGS: None disclosed specific to Mr. Burke. Note: Advanced age (87) suggests ongoing board refreshment and succession planning considerations for long-term effectiveness .