Ramiro Peru
SM EnergyAbout Ramiro G. Peru
Ramiro G. Peru, age 69, has served on SM Energy’s Board since 2014 and is currently Chair of the Audit Committee and a member of the Executive Committee. He spent ~28 years at Phelps Dodge Corporation, rising to Executive Vice President and Chief Financial Officer (1999–2007), and holds a BS from the University of Arizona; the Board has determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phelps Dodge Corporation | SVP & CFO; EVP & CFO | 1999–2004; 2004–2007 | Oversight of all financial operations; finance, capital management, ERM and accounting expertise |
| UNS Energy Corporation | Director (prior service) | Not disclosed | Corporate governance experience cited by SM |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Elevance Health Inc. (NYSE: ELV) | Director | 2004–present | Not disclosed (SM cites board service) |
Board Governance
- Independence: Board determined Peru is independent under NYSE/SEC standards; Audit, Compensation, and Governance & Sustainability committees are composed solely of independent directors.
- Committee roles: Audit Committee Chair; member of Executive Committee. All Audit members deemed financially literate and “audit committee financial experts.”
- Meetings and attendance: Board met 19 times in 2024; Audit met 6. No director attended less than 90% of Board meetings, no director missed more than one Board meeting, and every director attended 100% of committee meetings while serving; all current directors (other than Venkatraman, appointed later) attended the 2024 Annual Meeting.
- Audit oversight scope: Auditor engagement; quarterly/annual results; independence; internal controls; financial risk management; oversight of internal audit, FRM Committee, cybersecurity, business continuity, and related-party transactions. Cap on serving on >3 public company audit committees; no member exceeds this.
- Leadership structure: Independent Chair (Julio M. Quintana) and separate CEO; unclassified Board elected annually.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $95,000 | In lieu of meeting fees; directors may elect cash or shares; $1,500 per meeting above 30 aggregate per service period |
| Audit Chair fee | $25,000 | Paid to committee chair at start of service period |
| Equity retainer (common stock) | $185,000 | Granted as shares (3,850 shares on 5/24/2024) and became unrestricted on 12/31/2024 |
| Director award limit | $800,000 | Total value cap (cash + equity) per fiscal year; exception possible for non-executive Chair |
| Ownership guideline | 5x annual cash retainer | Directors allowed time to meet; not required to buy in open market |
2024 actual non-employee director compensation for Ramiro Peru:
| Item | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Cash retainer + Audit Chair fee |
| Stock Awards (grant-date fair value) | $185,031 | 3,850 shares granted 5/24/2024; restrictions expired 12/31/2024 |
| Option Awards | $0 | No options issued to directors since Dec 2004; none outstanding |
| All Other Compensation | $22,718 | Company matching charitable gifts |
| Total | $327,749 | Sum of above |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs) | Not applicable | Directors receive common stock grants; no PSUs disclosed for directors |
| Options and SARs | None | No director options issued since Dec 2004; none outstanding |
| Dividends/Dividend equivalents on unvested equity | Not paid | Dividends/DEs on awards only if accumulated and subject to same vesting; options/SARs excluded |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company board | Elevance Health Inc. (ELV), 2004–present |
| Prior public company board | UNS Energy Corporation (prior service noted by SM) |
| Compensation Committee interlocks | None during FY2024 |
| Shared directorships with major customers/suppliers | Not disclosed |
Expertise & Qualifications
- Senior executive leadership and CFO experience; finance, capital management, accounting expertise; ERM and hedging experience.
- Audit committee financial expert; cybersecurity, data analytics and technology exposure noted.
- Education: BS, University of Arizona.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs | PSUs | Notes |
|---|---|---|---|---|---|
| Ramiro G. Peru | 82,535 | <1% | — | — | RSUs/PSUs not held by directors per table; total outstanding shares 114,461,934 as of 3/24/2025 |
| Policy: hedging/pledging | Prohibited | Company Securities Trading Policy prohibits hedging, margin accounts, pledging, options/derivatives, short selling, etc. |
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO experience; all Audit members are financial experts; strong committee oversight of financial reporting, risk management, and cybersecurity; disciplined director compensation with cash/equity mix and award cap; robust stock ownership guidelines. Attendance metrics indicate high engagement (100% for committees; no director below 90% at Board-level).
- Alignment signals: Equity retainer in common stock; prohibition on hedging/pledging; ownership guideline of 5x cash retainer strengthens skin-in-the-game.
- Other directorships: Elevance Health board service brings large-scale governance experience; no disclosed related-party transactions involving Peru; no Compensation Committee interlocks.
- RED FLAGS: None disclosed specific to Peru—no related-party transactions, no hedging/pledging, no delinquent Section 16(a) filings in 2024. Continued monitoring warranted for potential overboarding, but SM policy caps Audit Committee memberships and reports no member exceeds limit.