Bill Sullivan
SM EnergyAbout William D. Sullivan
William D. “Bill” Sullivan is an independent director of SM Energy, serving on the Board since 2004. He is 68 years old, holds a BS in Mechanical Engineering from Texas A&M University, and brings over four decades of exploration and production (E&P) operating experience, including senior executive roles at Anadarko Petroleum. He is currently a member of the Compensation Committee and the Governance & Sustainability (G&S) Committee; the Board affirms his independence under NYSE and SEC standards, and directors (including Sullivan) had at least 90% Board attendance and 100% attendance for the committees on which they served in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | Executive Vice President, E&P; Vice President roles across International, U.S. Onshore, Algeria, GOM & Alaska | EVP E&P (2001–2003); VP roles (1993–2001) | Senior E&P operator; extensive Permian and global operations expertise; broad strategic and project management exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tetra Technologies, Inc. (NYSE: TTI) | Director; Chairman | Director (2007–2022); Chairman (2015–2022) | Upstream services focus; no current public company boards . |
| CSI Compressco Partners GP, Inc. (NASDAQ: CCLP) | Director (GP of CCLP) | 2011–2021 | GP of a publicly traded midstream LP; CCLP was minority-owned by Tetra until Jan. 2021 . |
| Current public company boards | — | — | None . |
Board Governance
- Independence: Independent director; all standing committees (Audit, Compensation, G&S) are fully independent .
- Committee assignments (2024): Compensation Committee (10 meetings) and G&S Committee (5 meetings); every director attended 100% of the meetings of committees on which they served in 2024 .
- Board activity: Board met 19 times in 2024; non-management directors held five executive sessions; no director attended less than 90% of Board meetings .
- Board leadership: Independent Chairman (Julio M. Quintana); roles of Chair and CEO are separated .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Compensation | Member | 10 | 100% (all directors on their committees) |
| Governance & Sustainability | Member | 5 | 100% (all directors on their committees) |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash Retainer | $95,000 | Standard director annual cash retainer (in lieu of meeting fees) . |
| Committee Chair Fees | $0 | Not a chair (Audit Chair $25k; Comp Chair $20k; G&S Chair $15k structure) . |
| Meeting Fees | $0 | Only paid if >30 aggregate meetings in service period ($1,500/meeting); not applicable per disclosed totals . |
| Other Compensation | $5,000 | Matching charitable contribution under company program . |
| Total Cash/Other | $100,000 | $95,000 retainer + $5,000 match . |
Performance Compensation
- SM’s non-employee director equity is delivered as common stock (time-based), not options or performance-conditioned awards; shares granted at election became unrestricted on Dec 31, 2024; no options have been granted to directors since 2004 .
| Equity Grant (2024) | Grant Date | Shares | Grant Date Fair Value |
|---|---|---|---|
| Annual Equity Retainer | 5/24/2024 | 3,850 | $185,031 . |
Notes:
- Shares granted to directors on 5/24/2024 became unrestricted on 12/31/2024 .
- Option Awards to directors in 2024: $—; no director stock options outstanding as of 12/31/2024 .
- Director equity/cash limit: Total combined annual director comp (equity at grant-date fair value plus cash fees) capped at $800,000, with limited exception for non-executive Chair set by independent directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Tetra Technologies (Director 2007–2022; Chairman 2015–2022); CSI Compressco Partners GP, Inc. (2011–2021) . |
| Compensation Committee interlocks | None in 2024 . |
Expertise & Qualifications
- E&P operating leadership; enterprise risk management and hedging; geology/exploration expertise; corporate governance experience .
- Education: BS, Mechanical Engineering, Texas A&M University .
Equity Ownership
| Metric (as of 3/24/2025) | Value |
|---|---|
| Beneficial ownership (common shares) | 93,007 shares; less than 1% of outstanding . |
| RSUs held (director) | 0 (directors do not hold RSUs) . |
| PSUs held (director) | 0 (directors do not hold PSUs) . |
| Director stock ownership guideline | 5x annual cash retainer (i.e., 5 × $95,000) . |
| Hedging/pledging | Company policy prohibits hedging, margining, pledging, options/derivatives; pre-clearance required for trades . |
| Section 16 filings | All requisite filings timely in 2024 . |
Related-party/Conflicts:
- Company reports no related-person transactions since 1/1/2024 except one involving an executive’s spouse (not related to Sullivan); by-laws restrict corporate opportunities and a Related Person Transactions Policy governs approvals .
Governance Assessment
- Strengths: Independent director with deep E&P operating expertise; active roles on Compensation and G&S committees; 100% committee attendance in 2024; no related-party transactions disclosed; conservative director pay design (cash + time-based equity; no options), capped director compensation, robust anti-hedging/pledging policy, and meaningful ownership guidelines (5× retainer) support alignment with shareholders .
- Board effectiveness context: Board maintains independent Chair, regular executive sessions, and active refreshment (new directors added in 2024; retirement policy) mitigating staleness risk even as some members have long tenure (Sullivan since 2004) .
- RED FLAGS: None evident from filings—no attendance issues, no director-related party transactions, no options repricing or tax gross-ups, and Section 16 compliance confirmed .