Carla Bailo
SM EnergyAbout Carla Bailo
Carla J. Bailo is a 64-year-old independent director of SM Energy, serving since 2018, and currently chairs the Governance & Sustainability (G&S) Committee while also serving on the Audit Committee . Her credentials include a BS in Mechanical Engineering (Kettering University) and MS in Mechanical Engineering (University of Michigan), NACD Directorship Certification, and Digital Directors Network Cybersecurity Certification, reflecting strong governance and cyber risk expertise . Her operating background spans leadership roles at Nissan North America (SVP R&D Americas), CEO of the Center for Automotive Research, and senior engineering roles at GM, giving her deep technical and mobility-sector experience relevant to energy transition oversight .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| ECOS Consulting LLC | President & CEO | 2014–present | Energy efficiency solutions leadership |
| Center for Automotive Research | Chief Executive Officer | 2017–2022 | Led non-profit think tank; mobility sustainability focus |
| Ohio State University (Mobility Research & Business Development) | Assistant VP | 2015–2017 | Mobility research commercialization |
| Nissan North America | SVP, R&D Americas | 2011–2014 | Senior leadership in automotive R&D |
| Nissan Motor Company | Various technical and managerial roles | 1988–2011 | Global engineering/management experience |
| General Motors (Truck & Bus) | Engineer, Vehicle Test | 1978–1988 | Early career product/testing roles |
External Roles
| Company | Role | Tenure | Listing/Segment |
|---|---|---|---|
| Advance Auto Parts (AAP) | Director | 2020–present | NYSE-listed automotive aftermarket |
| Vesuvius plc (VSVS) | Director | 2023–present | LSE-listed metal flow engineering |
| EVe Mobility Acquisition Corp (EVE) | Director | 2021–2024 | NYSE-listed SPAC (auto/mobility) |
Board Governance
- Committee roles: Chair, Governance & Sustainability Committee; Member, Audit Committee .
- Audit Committee designation: All members, including Bailo, are “financially literate” and designated “audit committee financial experts” per SEC definitions .
- Independence: Board comprises eight of nine independent directors; all standing committees are fully independent .
- Attendance: In 2024, the Board met 19 times; no director attended less than 90% of Board meetings, and all directors had 100% attendance for committees served; non-management directors held five executive sessions .
- Board leadership: Independent Chairman; roles of CEO and Chairman separated since 2007 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash retainer | $95,000 | Standard annual cash retainer (in lieu of meeting fees) |
| Committee chair fee (G&S) | $15,000 | Chair premium for Governance & Sustainability Committee |
| Total cash paid (2024) | $110,000 | Reported fees earned or paid in cash |
| Equity retainer | $185,031 | 3,850 common shares granted May 24, 2024; became unrestricted Dec 31, 2024 |
| Options | $0 | No stock options granted; none outstanding |
Director compensation limits in the equity plan cap combined cash and equity for non-employee directors at $800,000 annually, with a separate allowance for a non-executive Chair determined by independent directors .
Performance Compensation
No director performance-based compensation metrics disclosed. Director equity grants are service-based common stock (not PSUs/RSUs for directors), and no options or performance plans apply to non-employee directors .
Other Directorships & Interlocks
- Two concurrent public company boards (AAP, VSVS) and prior SPAC board (EVE) .
- Audit Committee membership limit: SM’s Audit Committee policy prohibits members serving on more than three public company audit committees; the company affirms compliance (no member exceeds the limit) .
- No disclosed related-party transactions involving Bailo; only related-person disclosure pertains to an executive’s spouse (CIO) and was Audit Committee-approved .
Expertise & Qualifications
- Mechanical engineer (BS/MS), senior executive experience in R&D and industry think tank leadership .
- Cybersecurity, data analytics, and technology expertise; Digital Directors Network Cybersecurity Certification .
- NACD Directorship Certification; finance and capital management experience .
- Enterprise risk management and hedging experience; corporate governance experience across multiple public boards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 98,848 | Direct beneficial ownership disclosed |
| Ownership % of shares outstanding | <1% | Less than 1% as reported |
| RSUs/PSUs held (director) | — / — | Directors do not hold RSUs/PSUs; table shows none for Bailo |
| Director ownership guideline | 5x annual cash retainer ($475,000) | 5 × $95,000 requirement |
| Estimated value of shares | ~$3.15 million | 98,848 × $31.81 (NYSE close 3/24/2025) |
Securities trading policy prohibits hedging, pledging, margining, options/derivatives on company stock and requires pre-clearance for insiders, strengthening alignment; no dividends on unvested equity; clawback policy applies per SEC/NYSE rules .
Governance Assessment
- Strengths: Independent director with chair role over G&S; Audit Committee financial expert; strong attendance; robust ownership far exceeding director guideline; anti-hedging/pledging and clawback structures; independent Chair and annual board evaluations; sustainability oversight integrated into committee remit .
- Alignment: Director equity retainer in common shares; ownership guideline of 5x retainer; Bailo’s holdings materially exceed guideline, signaling strong skin-in-the-game .
- Conflicts/Red flags: None disclosed involving Bailo; Audit Committee confirms compliance with audit committee service limits; no delinquent Section 16 filings; related-party transactions limited to an executive spouse approved by Audit Committee .
- Time commitment: Two concurrent public boards plus SM; policy safeguards mitigate overextension risk in audit roles .