Rose Robeson
SM EnergyAbout Rose M. Robeson
Independent director at SM Energy since 2014 (Age: 64). Former public-company CFO with 35+ years across upstream E&P, midstream, refining, and marketing; recognized for finance, capital management, risk and hedging oversight. Education: BS in Accounting, Northwest Missouri State University. Current SM roles: Chair, Compensation Committee (since May 2024) and member, Governance & Sustainability Committee. Other public boards: The Williams Companies, Inc. (NYSE: WMB; 2020–present) and NPK International Inc. (NYSE: NPKI; formerly Newpark Resources; 2018–present); prior: Antero Midstream (NYSE: AM; 2019–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCP Midstream GP LLC | Senior Vice President & Chief Financial Officer | 2012–2014 | Oversight of all financial operations; ERM and hedging expertise . |
| DCP Midstream LLC | Group VP & CFO; VP & Treasurer | 2000–2012 (CFO 2002–2012; VP & Treasurer 2000–2002) | Finance, capital management, accounting leadership . |
| Kinder Morgan, Inc. | Vice President & Treasurer | 1996–2000 | Treasury, finance, capital markets . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| The Williams Companies, Inc. (NYSE: WMB) | Director | 2020–present | Large midstream operator; governance and finance experience . |
| NPK International Inc. (NYSE: NPKI; formerly Newpark Resources, Inc.) | Director | 2018–present | Industrial/energy services; board experience . |
| Antero Midstream Corporation (NYSE: AM) | Director (former) | 2019–2022 | Appalachian midstream; prior service . |
Board Governance
- Independence: The Board (other than the CEO) and all standing committees are composed entirely of independent directors; Robeson is independent .
- Committee assignments and leadership: Chair, Compensation Committee (10 meetings in 2024); Member, Governance & Sustainability Committee (5 meetings in 2024) .
- Attendance: Board met 19 times in 2024; no director attended <90% of Board meetings; every director attended 100% of the meetings of the Audit, Compensation, and G&S committees during service period. Non‑management directors held five executive sessions in 2024 .
- Stockholder engagement: Management and Board contacted holders of >75% of outstanding shares in 2024; ongoing feedback integrated into governance and compensation programs .
- Upcoming change: SM announced a stock‑for‑stock combination with Civitas; the combined Board is expected to have 11 directors (6 SM, 5 Civitas); Robeson is listed among SM’s continuing directors post-close. Committee chairmanships will be re-designated per the merger governance framework; Compensation/G&S chairs and Audit chair assignments are specified between parties in the transaction documentation .
Fixed Compensation (Non-Employee Director)
| Component | Amount / Detail | Dates / Shares | Source |
|---|---|---|---|
| Cash retainer | $95,000 annual cash retainer (in lieu of meeting fees) | 2024–2025 term | |
| Committee chair fee | $20,000 (Compensation Committee Chair) | 2024–2025 term | |
| Common stock retainer | $185,000 grant; 3,850 shares issued May 24, 2024; became unrestricted Dec 31, 2024 | 3,850 shares; unrestricted 12/31/2024 | |
| 2024 fees earned (cash) | $115,000 (retainer + chair fee) | FY2024 | |
| 2024 stock awards (grant date fair value) | $185,031 | FY2024 | |
| Options | None granted; no outstanding options since 2004 | FY2024 |
Notes: Directors may elect to receive the cash retainer in shares; in 2024 Robeson received cash. Meeting fees of $1,500 apply only if aggregate Board+committee meetings exceed 30 in the service period .
Performance Compensation (Oversight Focus as Comp Chair)
Short‑Term Incentive Plan (STIP) — 2024 Corporate Metrics and Results (Executives)
| Metric | Weight | Target | Actual Result | Weighted Multiplier |
|---|---|---|---|---|
| Cash Flow ($mm, Adj. EBITDAX basis) | 25% | 1,720 | 1,858 | 0.35 |
| Proved Developed Reserve Additions (MMBOE) | 20% | 89.4 | 94.0 | 0.26 |
| Finding & Development Costs ($/BOE) | 15% | 13.38 | 12.35 | 0.20 |
| Sustainability (composite) | 15% | 1.00 | 0.90 | 0.10 |
| Production Volume (MMBOE) | 15% | 57.4 | 59.1 | 0.17 |
| Cash Operating Costs ($/BOE) | 10% | 12.56 | 11.48 | 0.14 |
| Quantitative subtotal | — | — | — | 1.21x |
| Qualitative (inventory/strategy) | ±0.10 | +0.10 for >target (303 MMBOE added vs. 80 MMBOE target) | — | +0.10 |
| Absolute TSR modifier | — | Threshold ±10% | +2% (no impact) | 0.00 |
| Final STIP pool multiplier | — | — | — | 1.31x |
Long‑Term Incentive Plan (LTIP) — 2021–2024 Performance Cash Awards (granted in lieu of PSUs in 2020–2021)
| LTIP Metric (weight) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Free Cash Flow Generation (25%) | $300mm | $1.0bn | $1.7bn | $1.99bn | 200% |
| Net Debt / Adjusted EBITDAX (25%) | 2.5x | 1.5x | 1.0x | 0.60x | 200% |
| Sustainability (25%) | See composite (GHG, safety, spills) | — | — | Varied (GHG - 13% reduction) | 76% |
| Absolute TSR (25%) | +5% | +10% | +15% | +28% | 200% |
| Final LTIP multiplier | — | — | — | — | 1.69x |
2024–2027 PSU Design: Equal mix of PSUs and RSUs for executives (CEO 60% PSUs); PSU metrics/weighting retained: adjusted FCF, absolute TSR, relative TSR, and sustainability (GHG intensity, safety, spills). Capped payouts if absolute TSR negative; target for relative TSR requires above‑median performance. Sustainability sub‑weights: GHG and safety 10% each; spills 5% . Clawback policy conforming to SEC/NYSE is in place; no dividends on unvested equity; no repricing; no single‑trigger equity acceleration .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards (current) | The Williams Companies, Inc. (NYSE: WMB; 2020–present); NPK International Inc. (NYSE: NPKI; 2018–present) . |
| Other public boards (prior) | Antero Midstream Corporation (NYSE: AM; 2019–2022) . |
| Compensation Committee interlocks | None in 2024; no Compensation Committee member served as our officer/employee; no interlocks reported . |
Expertise & Qualifications
- Finance and capital management expertise (public-company CFO tenure at DCP; treasury at Kinder Morgan) .
- Enterprise risk management and hedging oversight experience .
- Broad energy industry perspective spanning E&P, midstream, refining, and marketing .
- Governance credentials via multi‑board service; cybersecurity/data analytics exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Rose M. Robeson | 33,381 | <1% | As of Mar 24, 2025; RSUs/PSUs not included in directors’ totals . |
Additional alignment policies:
- Stock ownership guidelines: Directors required to hold 5x annual cash retainer; executives 1x–5x salary by level .
- Prohibitions on hedging, pledging, margin accounts, short sales, and derivatives in Company stock .
- Section 16(a) compliance: All required insider filings were timely in 2024 .
Governance Assessment
-
Strengths
- Independent director; Chairs Compensation Committee; 100% committee attendance; robust Board engagement and refreshment .
- Compensation governance aligned with best practices: independent consultant (FW Cook), clawback, no single‑trigger, no option repricing, no hedging/pledging, capped payouts on negative TSR .
- Director pay structure balanced between cash retainer and equity; transparent grant dates/values; no options .
- No related‑party transactions involving directors disclosed in 2024–2025 period; only noted transaction relates to an executive’s spouse with Audit Committee oversight .
-
Watch items
- Industry adjacency: concurrent directorship at WMB (midstream) while SM is an E&P; no related‑party transactions disclosed, but continue to monitor for potential commercial interactions requiring Audit Committee review .
- Post‑merger governance: committee chair designations and composition will change upon closing of the Civitas transaction; ensure continuity of pay‑for‑performance oversight during integration .
-
RED FLAGS
- None identified in filings: no low attendance, no hedging/pledging, no tax gross‑ups, no option repricing, no director‑related related‑party transactions disclosed .