Wade Pursell
SM EnergyAbout Wade Pursell
A. Wade Pursell is Executive Vice President and Chief Financial Officer of SM Energy, serving since September 2008; he was 60 as of March 24, 2025 and has over 37 years of energy industry experience, including prior CFO roles at Helix Energy Solutions and earlier tenure at Arthur Andersen specializing in offshore services . The company’s pay-versus-performance disclosures show strong recent alignment with shareholder outcomes: in 2023 the value of a fixed $100 investment was $354.89 versus $163.02 for the peer index (DJUSOS), with net income of $817,880 thousand and adjusted free cash flow of $285,403 thousand, metrics the Compensation Committee identifies as most important to link compensation to performance (CFO is part of the Non-PEO NEO cohort) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SM Energy | EVP & CFO | 2008–present | Senior financial leadership through commodity cycles; responsible for disclosure controls, internal control certifications and investor reporting |
| Helix Energy Solutions Group | EVP & CFO; SVP & CFO; VP–Finance & Chief Accounting Officer | 1997–2008 | Led finance for a global life-of-field services provider and offshore producer; oversaw capital allocation and reporting through industry volatility |
| Arthur Andersen LLP | Experienced Manager | 1988–1997 | Offshore services specialization; audit and advisory experience supporting financial rigor |
External Roles
No public company board or external roles for Pursell are disclosed in the company’s recent proxy statements .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $505,923 | $532,834 | $558,874 |
| Stock Awards (RSU/PSU grant-date fair value) | $2,149,991 | $2,249,983 | $2,499,999 |
| Non-Equity Incentive Plan Compensation | $602,048 | $1,784,000 | $2,422,124 |
| Change in Pension Value & Non-Qualified Deferred Comp Earnings | $0 | $116,994 | $165,015 |
| All Other Compensation | $18,300 | $20,011 | $20,700 |
| Total | $3,276,262 | $4,703,822 | $5,666,712 |
- STIP and Long-Term Cash payouts detail: 2023 paid includes $879,000 STIP earned for 2023 and $905,000 performance-based cash from 2020 LTIP; 2024 paid includes $732,124 STIP earned for 2024 and $1,690,000 performance-based cash from 2021 LTIP .
- Target STIP percentage moved from 90% of base salary in 2021 to 100% in 2022 for Pursell; maximum individual annual cash bonus is capped at $2,000,000 under the Cash Bonus Plan .
Performance Compensation
Annual Incentive (STIP) – 2023 Design and Results
| Metric | Weighting | Target vs Actual Result | Metric Multiplier | Notes |
|---|---|---|---|---|
| Cash Flow (Adj. FCF basis) | 25% | 2% above target | 1.24x | FCF modifier applied within 80–120% band |
| Proved Developed Reserve Additions (Adj. FCF basis) | 20% | 88% above target | 2.00x | |
| Finding & Development Costs | 15% | 50% above target | 2.00x | |
| ESG (safety, spills, GHG) | 15% | 16% above target | 1.65x | Quantitative ESG metric from 2022 onward |
| Production Volume (Adj. FCF basis) | 15% | 4% above target | 1.36x | |
| Cash Operating Costs | 10% | 10% above target | 1.40x | |
| Qualitative Exploration & Inventory Modifier | ±10% | 0.00 | — | |
| Initial STIP Multiplier | — | — | 1.60x | |
| Absolute TSR Modifier | — | — | 1.65x to final | Increases up to 1.2x if TSR +10% to +30%; reduces to 0.8x if −10% to −30% for SVP+ |
| Final STIP Multiplier | — | — | 1.65x |
- Pursell’s STIP payout: $879,000 for 2023 and $732,124 for 2024, consistent with the plan outcomes and caps .
Long-Term Incentive (LTIP) – 2022–2025 and 2024 Grants
| Element | Weighting | Measurement Period | Vesting | Notes |
|---|---|---|---|---|
| PSUs – Adjusted Free Cash Flow | 25% | Jul 1, 2022–Jun 30, 2025 | July 1, 2025 | Threshold required for any payout; payout capped at target if absolute TSR negative |
| PSUs – Absolute TSR | 25% | Jul 1, 2022–Jun 30, 2025 | July 1, 2025 | Caps at target if absolute TSR < 0 |
| PSUs – Relative TSR | 25% | Jul 1, 2022–Jun 30, 2025 | July 1, 2025 | Above median relative TSR required for target payout |
| PSUs – ESG (GHG intensity, safety, spills) | 25% total; 10% GHG, 10% safety, 5% spills | 2022–2024 for GHG; otherwise aligned to PSU period | PSU vest date aligned | Targets based on AXPC trailing three-year top quartile |
| RSUs (time-based) | — | N/A | 3-year ratable (1/3 each year); some grants 1/6 semiannual | 2024 RSUs granted July 1, 2024; vest 1/3 on Jul 1, 2025/26/27 |
- Historical LTIP outcome: PSUs granted July 1, 2019 earned and settled at 200% based on 100th percentile relative cash flow growth per debt-adjusted share and 96th percentile relative TSR .
Grants of Plan-Based Awards – Selected Detail
| Grant | Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSU (2024) – Pursell | Jul 1, 2024 | 28,630 | $1,249,986 | 1/3 on Jul 1, 2025/26/27 |
| PSU (2024) – Pursell (target) | Oct 1, 2024 | 29,234 | $1,250,013 | Vests Jul 1, 2027; 0–200% based on metrics |
| RSU (2023) – Pursell | Jul 1, 2023 | 35,567 | $1,124,984 | 1/3 on Jul 1, 2025/26 |
| PSU (2023) – Pursell (target) | Jul 1, 2023 | 37,590 | $1,124,998 | Vests Jul 1, 2026; 0–200% |
| RSU (2022) – Pursell | Jul 1, 2022 | 31,543 | $1,074,985 | 1/3 on Jul 1, 2023/24/25 |
| PSU (2022) – Pursell (target) | Jul 1, 2022 | 40,304 | $1,075,006 | Vests Jul 1, 2025; 0–200% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (common shares) as of Mar 24, 2025 | 384,167 shares; <1% of outstanding |
| Beneficial Ownership as of Mar 24, 2024 | 373,085 shares; <1% |
| Beneficial Ownership as of Mar 24, 2023 | 356,974 shares; <1% |
| RSUs held (Mar 24, 2025) | 62,856 |
| PSUs held (Mar 24, 2025) | 107,128 (vested portion disclosed separately; settlement dependent on performance) |
| Outstanding Unvested RSUs (Dec 31, 2024) | 10,515; 23,711; 28,630 tranches |
| Outstanding PSUs (Dec 31, 2024) | 40,304 (vest Jul 1, 2025); 37,590 (vest Jul 1, 2026); 29,234 (vest Jul 1, 2027) |
| Stock Ownership Guidelines | Executive Vice Presidents: 3x annual base salary; RSUs count; PSUs excluded |
| Hedging/Pledging | Prohibited: hedging, margin, pledging, options/derivatives; pre-clearance required |
- Vesting schedules: 2022 RSUs vest 1/3 each July 1, 2023/24/25; some RSU grants vest in 1/6 semiannual installments on Jan 1/Jul 1 through 2026; PSUs vest at the end of three-year performance periods (Jul 1, 2025/2026/2027), with retirement-eligibility pro-rata daily vesting noted for certain awards .
- Historical compliance: As of March 21, 2016, Pursell satisfied ownership guidelines (~4.3x base salary); ongoing compliance is reviewed annually; recent proxies do not state current compliance status per individual .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No written employment agreement; executives employed “at will” |
| Change-of-Control (CoC) Severance | Double-trigger; no single-trigger vesting; no excise tax gross-ups |
| CoC Payment Structure (historical design) | Lump-sum equal to 2 years base salary + STIP target; pro rata STIP for year; 24 months of benefits; indicative amounts shown each year in proxy |
| Potential Payments (as of Dec 31, 2024 assumptions) – Pursell | CoC Termination: Base $1,413,573; Cash Bonus $1,979,002; Accelerated vesting $5,886,316; Benefits $61,044; Total $9,339,935 |
| Clawback Policy | SEC/NYSE-compliant; recovery of incentive-based compensation after accounting restatement, regardless of fault, for prior three fiscal years |
Investment Implications
- Alignment: Compensation structure emphasizes performance-based pay (STIP TSR/Adj. FCF modifiers; LTIP PSUs on relative/absolute TSR and FCF/ESG), with hard caps when absolute TSR is negative—reducing windfalls and linking payouts to shareholder returns .
- Retention vs. Selling Pressure: Multi-year RSU/PSU ladders and large unvested balances (RSUs 62,856; PSUs 107,128 held as of Mar 24, 2025) indicate ongoing vesting support; strict prohibitions on pledging/hedging reduce misalignment risk; watch PSU performance windows through 2025–2027 for potential settlement-related selling .
- Severance Economics: Double-trigger CoC protection with substantial equity acceleration creates retention during M&A while avoiding single-trigger overhang; total CoC package of ~$9.34M (as of 12/31/2024 assumptions) frames downside protection if strategic alternatives arise .
- Execution Track Record: 2019–2022 PSUs at 200% reflect strong cash flow growth per debt-adjusted share and high TSR percentile performance; recent STIP outcomes (2023 final multiplier 1.65x) further evidence operational delivery—supporting confidence in CFO execution under current strategy .
- Governance: No employment contract, robust clawback, ownership guidelines, and anti-hedging/pledging policies collectively mitigate governance red flags; Section 16 filings noted as timely in 2024/2025 proxies .