Bart Brookman
SM EnergyAbout Bart Brookman
Independent director at SM Energy since February 2024; age 62. Former President & CEO of PDC Energy (2015–2023) with 40+ years of upstream E&P experience; holds a B.S. in Petroleum Engineering (Colorado School of Mines) and an M.S. in Finance (University of Colorado). Currently serves on SM’s Audit Committee and Governance & Sustainability Committee; SM’s board (other than the CEO) is fully independent under NYSE/SEC standards. Attendance and engagement: no director attended less than 90% of Board meetings in 2024; all directors attended 100% of their committee meetings during periods of service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDC Energy, Inc. | President & CEO | 2015–2023 | Senior E&P leadership; oversight of operations, capital, governance |
| PDC Energy, Inc. | President & COO | 2014 | Operations leadership |
| PDC Energy, Inc. | EVP & COO | 2013 | Operations leadership |
| Patina Oil & Gas (predecessor to Snyder Oil) | Petroleum Engineer → VP Operations | 1988–2005 | Drilling/asset management |
| Ladd Petroleum | Petroleum Engineer | 1984–1988 | Early career engineering |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed |
Board Governance
- Committees: Audit (member) and Governance & Sustainability (member). Audit oversees financial reporting/internal controls, related-party transactions, financial risk, and cybersecurity; G&S oversees nominations, board structure, succession planning, and sustainability oversight.
- Independence: Board is entirely independent except the CEO; Audit/Comp/G&S committees composed solely of independent directors.
- Attendance: Board met 19 times in 2024; no director attended <90% of Board meetings; all directors had 100% committee attendance during their service; non-management directors held five executive sessions.
- Ownership/Trading policies: Director stock ownership guideline = 5× annual cash retainer; hedging, margin, pledging, and options/derivatives transactions are prohibited under the company’s trading policy.
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount / Detail | Evidence |
|---|---|---|
| Cash retainer | $95,000 annual cash retainer; Brookman elected to receive this in shares (1,977 shares granted 5/24/2024) | |
| Equity retainer | $185,000 in common stock (3,850 shares granted 5/24/2024) | |
| Initial director grant | 1,839 shares granted upon joining (2/16/2024) | |
| Committee chair fees | N/A for Brookman (fees apply only to chairs) | |
| Total 2024 director compensation | $352,742 (stock awards; no cash fees) | |
| Vesting/transfer | 2024 director share grants became unrestricted on 12/31/2024 |
Performance Compensation (Directors)
| Element | Structure | Notes |
|---|---|---|
| Options | None issued to directors; no outstanding director options | |
| Performance equity | Not used for directors; annual equity is common stock (time-based/unrestricted after year-end) | |
| Meeting fees | No meeting fees except $1,500 per meeting for >30 meetings/year |
Other Directorships & Interlocks
- Other public boards: None disclosed for Brookman.
- Compensation Committee interlocks: None in 2024.
- Related-party transactions: None involving Brookman disclosed; Audit Committee oversees RPT policy.
Expertise & Qualifications
- Senior E&P leadership; enterprise risk management; hedging; operations and drilling/asset technologies.
- Finance and capital management; corporate governance experience as prior CEO; formal finance graduate degree.
- Education: B.S. Petroleum Engineering (Colorado School of Mines); M.S. Finance (University of Colorado).
Equity Ownership
| Metric | Value | As-of/Detail |
|---|---|---|
| Beneficial ownership (common) | 14,666 shares | As of March 24, 2025 |
| RSUs/PSUs held (director) | 0 / 0 | Directors show no RSU/PSU holdings in the proxy’s RSU/PSU table |
| Ownership guideline | 5× annual cash retainer for directors | Policy level (compliance-by-director not disclosed) |
| Pledging/hedging | Prohibited | Trading policy |
Insider Trades (Form 3/4 filings)
| Field | 2024-03-21 | 2024-06-21 | 2025-02-26 | 2025-06-10 |
|---|---|---|---|---|
| Transaction type | Award (A) | Award (A) | Open-market Purchase (P) | Award (A) |
| Shares transacted | 1,839 [same URL] | 5,827 [same URL] | 7,000 [same URL] | 12,081 [same URL] |
| Price | $0.00 [same URL] | $0.00 [same URL] | $32.36 [same URL] | $0.00 [same URL] |
| Post-transaction ownership | 1,839 [same URL] | 7,666 [same URL] | 14,666 [same URL] | 26,747 [same URL] |
| Ownership type | Director | Director | Director | Director |
Note: Initial Form 3 filed 2/26/2024 reported no securities beneficially owned as of appointment (2/16/2024).
Governance Assessment
- Alignment signals (positive): Independent director on Audit and G&S; high attendance; chose to receive cash retainer in stock; made an open-market purchase of 7,000 shares at ~$32.36 in Feb 2025; hedging/pledging prohibited; director ownership guideline in place. These factors generally support alignment with shareholders and board effectiveness.
- Potential conflicts/related-party: None disclosed for Brookman; the Audit Committee (of which he is a member) oversees related-party transactions under a formal policy.
- Committee fit: His E&P operating and capital management background is well-aligned with Audit oversight (financial risk, controls, cybersecurity) and G&S (succession and sustainability oversight).
RED FLAGS: None disclosed specific to Brookman (no pledging, no hedging, no related-party transactions, no attendance issues). Company prohibits pledging/hedging and has robust independence standards and stock ownership guidelines.