Ashwin Venkatraman
SM EnergyAbout Ashwin Venkatraman
Independent director of SM Energy since November 2024; age 44. Founder and Chief Executive Officer of Resermine, Inc. (subsurface AI/ML for enhanced oil recovery) with prior roles at Shell in reservoir engineering and academic posts at UT Austin, Princeton, and University of Oklahoma (Associate Professor). Member of the Audit Committee; the Board determined he is independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell International Exploration & Production Inc. | Operations Engineer (Panna-Mukta Field); Concept Engineer; Research Reservoir Engineer; Senior Reservoir Engineer | 2004–2015 | Subsurface and recovery expertise applicable to upstream operations |
| University of Texas at Austin | Postdoctoral Fellow, Institute of Computational & Engineering Sciences | 2015–2017 | Computational modeling; AI/ML foundations |
| Princeton University | Postdoctoral Research Associate | 2015–2017 | Advanced research in petroleum engineering topics |
| University of Oklahoma | Associate Professor of Petroleum and Geological Engineering | Jan 2019–Dec 2020 | Academic leadership in petroleum/geosciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resermine, Inc. | Founder & CEO | 2017–present | Subsurface AI/ML solutions to enhance oil recovery |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committee assignments: Audit Committee member since appointment on Nov 26, 2024; the Board determined all Audit members are financially literate and “audit committee financial experts” under SEC rules .
- Independence: Board determined he is independent; no related party transactions requiring disclosure under Reg S‑K 404(a) .
- Attendance: Board met 19 times in 2024; no director attended less than 90% of Board meetings; every director attended 100% of Audit/Comp/G&S committee meetings during their service periods. Venkatraman was appointed late-2024 and is covered by the committee attendance statement for time served .
- Election outcome: Elected by majority vote at the 2025 Annual Meeting (94,049,477 For; 51,725 Against; 169,869 Abstain) .
Committee Assignment Details
| Committee | Member/Chair | Since | Notes |
|---|---|---|---|
| Audit | Member | Nov 26, 2024 | Committee oversees financial reporting, internal controls, cybersecurity, related party transactions; all members deemed “financial experts” |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual director cash retainer | $95,000 | Standard for non-employee directors (option to take in cash or shares) |
| Audit Committee chair fee | $25,000 | Not applicable (he is a member, not chair) |
| Pro rata cash retainer paid to Venkatraman | $46,456 | For service from Nov 26, 2024 to May 22, 2025 |
| Meeting fees | $1,500/meeting beyond 30 aggregate meetings | Only if exceeding 30 in service year |
Performance Compensation
| Equity Component | Grant Date | Shares | Fair Value | Vesting/Restrictions | Performance Metrics |
|---|---|---|---|---|---|
| Initial director stock grant (pro rata) | 11/26/2024 | 2,027 | $90,465 | Shares became unrestricted on 12/31/2024 | None for directors (time-based common stock grants; no options) |
| Standard annual equity retainer (reference) | 5/24/2024 | 3,850 | $185,000 | Unrestricted on 12/31/2024 for the 2024–2025 term (illustrative of program) | None; director equity is not performance-conditioned |
- No stock options were issued to directors in 2024; directors do not hold outstanding stock options .
- Company policy: no dividends or dividend equivalents on unvested equity awards .
Other Directorships & Interlocks
| Company | Role | Public Board? | Potential Interlock/Conflict |
|---|---|---|---|
| Resermine, Inc. | Founder & CEO | Private | No SM-related transactions disclosed; Board determined independence; no related party transactions under Reg S‑K 404(a) |
Expertise & Qualifications
- Technical: Subsurface AI/ML, data analytics, reservoir engineering, enhanced oil recovery .
- Governance: Audit committee financial literacy/expert status per Board determination .
- Education: BS and MS (Technology & Chemical Engineering) from IIT Bombay; Ph.D. (Engineering) from University of Texas at Austin .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 2,027 | As of March 24, 2025; less than 1% of outstanding shares |
| RSUs held (director) | — | Directors generally show no RSUs/PSUs; his totals are “—” |
| PSUs held (director) | — | Directors generally show no PSUs; his totals are “—” |
| Ownership guidelines | 5× annual cash retainer for directors | Applies to all non-employee directors; compliance timelines allowed; status for Venkatraman not explicitly disclosed |
- Trading policy: prohibits hedging, pledging, margin accounts, and options/derivatives in Company securities .
Insider Trades
| Date | Form | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| 11/26/2024 | Form 3 | Initial statement of beneficial ownership | 0 | — | Filed upon appointment; reported no securities beneficially owned |
| 06/11/2025 | Form 4 | Acquisition (non-open market; stock award/grant) | 10,009 | $0.00 | Director equity award filing (EDGAR index and trackers confirm filing) |
Governance Assessment
-
Positives:
- Independence affirmed; no related-party transactions requiring disclosure; CEO/chair roles separated at Company; robust clawback, no tax gross-ups, prohibition on hedging/pledging .
- Audit Committee expertise and oversight scope (financial reporting, internal controls, cybersecurity, related-party review) strengthens board effectiveness; Venkatraman’s AI/data analytics background complements audit and cybersecurity oversight .
- Attendance: strong Board and committee attendance culture; all directors had 100% committee attendance during service periods in 2024 .
- Shareholder signals: 2025 say-on-pay approved (~93.8% For vs. Against/Abstain), and new Equity Plan approved—indicates investor confidence in governance and compensation framework .
-
Potential risks/monitoring areas:
- External CEO role at Resermine: while no related party transactions disclosed and independence affirmed, future business dealings between SM and Resermine would require audit review to avoid conflicts; monitor for any engagements or paid relationships .
- Ownership alignment: as a new director with 2,027 shares, guideline compliance will take time; Company allows time for directors to meet 5× cash retainer ownership target .
-
Overall view: Governance practices and policies (diverse, refreshed board; independent chair; robust committee structures) are supportive of investor confidence, with Venkatraman adding differentiated technology expertise to the Audit Committee .
Director Compensation Structure Summary (Cash vs. Equity)
| Element | Mix/Amount | Notes |
|---|---|---|
| Cash retainer | $95,000 per annum | Standard for non-employee directors; pro rata $46,456 paid for 2024 service |
| Equity retainer | $185,000 per annum (common shares) | Time-based common stock grants; 2024 grant shares became unrestricted on 12/31/2024; initial pro rata grant 2,027 shares with fair value $90,465 |
| Options/PSUs | None | No director stock options outstanding; director equity not performance-conditioned |
Shareholder Voting Signals (2025)
| Proposal | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Election of Ashwin Venkatraman | 94,049,477 | 51,725 | 169,869 | 9,003,087 |
| Say-on-pay (NEO compensation) | 87,906,571 | 6,159,449 | 205,048 | 9,003,090 |
| 2025 Equity Incentive Plan | 87,806,313 | 6,247,363 | 217,391 | 9,003,091 |
Director Compensation (2024 Actuals)
| Name | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Ashwin Venkatraman | $46,456 | $90,465 | $136,921 |
Beneficial Ownership Snapshot (as of March 24, 2025)
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Ashwin Venkatraman | 2,027 | <1% |
Committee Composition (Audit, as of March 1, 2025)
| Members | Chair | Financial Expert Status |
|---|---|---|
| Peru (Chair); Bailo; Brookman; Powers; Venkatraman | Peru | All members deemed “audit committee financial experts” |
RED FLAGS: None currently disclosed (no related-party transactions, strong attendance, prohibition on hedging/pledging). Monitor potential interactions between SM and Resermine for conflict risks; ensure continued compliance with ownership guidelines and cybersecurity oversight rigor .