Andrew A. Winston
About Andrew A. Winston
Andrew A. Winston, age 39, is an independent Class III director of Summit Midstream Corporation (SMC), serving since December 2024; his current term expires at the 2027 annual meeting . He is a Principal at Tailwater Capital (since 2018) with prior roles in midstream business development, private equity/VC, and energy investment banking; he holds an MBA from the University of Virginia Darden School (2014, Frank S. Batten Scholarship and Frank Genovese Fellowship) and a BBA in Finance from Texas A&M University (2007) . The Board classifies him as independent under NYSE standards and shows no committee assignments to date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tailwater Capital | Principal | 2018–present | Responsible for sourcing, evaluating, executing and monitoring investments |
| Sage Midstream (Riverstone/Stonepeak portfolio co.) | Director of Business Development & Finance | 2014–2018 | Commercial development/finance in midstream |
| Austin Ventures | Investment professional | 2010–2012 | Venture capital/private equity investing |
| Simmons & Company International | Investment banking (Energy) | 2008–2010 | Advisory and capital markets in energy |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Tailwater Capital | Principal (employment) | 2018–present | Not a public-company directorship |
| Other public company boards | None disclosed | — | No other public-company board service disclosed in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III; term expires 2027; director since December 2024 |
| Independence | Independent under NYSE listing standards |
| Committee assignments | None (not on Audit, Compensation, or Nominating/Governance/Sustainability) |
| Lead Independent Director | James J. Cleary serves as Lead Director |
| Board structure | Chairman and CEO roles combined (J. Heath Deneke); Corporate Governance Guidelines provide for a Lead Director when roles are combined |
| 2024 meeting cadence and attendance | Board met 10x; Audit 5x; Compensation 3x; Nominating 5x; each member attended all quarterly meetings and no member attended fewer than 75% of aggregate meetings during 2024 |
Fixed Compensation
| Component (Non-employee directors, 2024 plan) | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 |
| Annual equity grant | 6,581 SMLP common units; target grant-date value $110,000; GAAP grant-date fair value $105,954; fully vested on grant |
| Lead Director retainer | +$20,000 |
| Audit Committee Chair retainer | +$20,000 |
| Compensation Committee Chair retainer | +$15,000 |
| Nominating/Governance/Sustainability Chair retainer | +$15,000 |
| Other | Directors reimbursed for travel/related expenses; no meeting fees disclosed |
Note: Winston joined the Board in December 2024 and is not listed individually in the 2024 Director Compensation table (which covers then-serving independent directors) .
Performance Compensation
| Equity/Policy | Detail |
|---|---|
| Director equity vehicle | Annual grant of SMLP common units; fully vested on grant (time-based, no performance conditions) |
| Stock options | Company does not currently grant new stock options/SARs; no timing policy applies absent such grants |
| Clawback (recoupment) | Compensation Committee administers the Company’s Policy for the Recovery of Erroneously Awarded Compensation |
| Hedging policy | Insider Trading Policy instructs directors, officers, employees to ordinarily avoid speculative trading (e.g., buying/writing options) |
Other Directorships & Interlocks
| Person/Entity | Relationship | Detail/Ownership |
|---|---|---|
| Connect Midstream LLC (Tailwater affiliate) | Significant stockholder | Beneficial owner of 6,524,467 shares (exchangeable from SMLP units), representing 34.8% combined voting power |
| Jason H. Downie | Director (Class I Class B) | Tailwater co-founder/Managing Partner; board nominee for Class B seat; associated with Connect Midstream stake |
| James E. Herring, Jr. | Director (Class II Class B) | Tailwater co-founder/Managing Partner; board member |
| Andrew A. Winston | Director; Tailwater Principal | Employed by shareholder-affiliated firm; classified as independent by the Board |
Expertise & Qualifications
- Financial and operations experience across midstream investing and development; prior energy investment banking background .
- MBA (UVA Darden, 2014; Frank S. Batten Scholarship and Frank Genovese Fellowship) and BBA in Finance (Texas A&M, 2007) .
Equity Ownership
| Holder | Common Stock (No. of shares) | % of Class | Class B Common Stock | % of Class | Combined Voting Power |
|---|---|---|---|---|---|
| Andrew A. Winston | — | — | — | — | — |
- Director stock ownership guidelines: Non-employee directors must hold SMC equity equal to 3x annual cash retainer; individuals are expected to retain 100% of shares received from LTIP grants until guidelines are met .
- Company statement: As of December 31, 2024, each director and executive officer subject to the guidelines exceeded the guideline amount .
- Non-employee directors held no outstanding equity awards under the SMC LTIP at December 31, 2024 (grants were fully vested at grant) .
Governance Assessment
- Independence and roles: Winston is an independent Class III director with no current committee assignments; Board has a combined Chair/CEO with an empowered Lead Director structure .
- Engagement: The Board reports strong attendance (10 board meetings in 2024; committees active) with all directors attending quarterly meetings and none below 75% attendance in aggregate .
- Pay structure and alignment: Director pay mixes cash retainer ($100k) and fully vested equity (target ~$110k), supplemented by role-based retainers; hedging discouraged and a clawback policy is administered by the Compensation Committee .
- Ownership alignment: Guidelines require 3x retainer and 100% post-vest retention until threshold met; company states all covered directors exceeded guidelines as of 12/31/24, though Winston’s beneficial ownership table shows no common stock reported as of 4/1/25 (monitor reconciliation of guideline compliance versus reported holdings) .
- Conflicts/related-party exposure: Tailwater affiliates (via Connect Midstream) hold 34.8% combined voting power and have multiple board representatives (Downie, Herring, Winston), which concentrates influence and can pose perceived conflicts; however, the company discloses no related person transactions since 1/1/2024 and maintains a formal related-person transaction review/approval policy overseen by a Conflicts Committee or Audit Committee .
RED FLAGS to monitor
- Concentrated shareholder influence/sponsor representation: Tailwater-related ownership (34.8% combined voting power) and multiple Tailwater-affiliated directors (Downie, Herring, Winston) heighten alignment concerns and potential conflicts, warranting scrutiny of related-party policies and board decision-making independence .
- Ownership disclosure vs. guideline assertion: Winston reported no common stock as of April 1, 2025, while the company states all directors exceeded ownership guidelines as of December 31, 2024; investors should monitor subsequent filings for updated director holdings and methodology for guideline compliance (e.g., inclusion of unvested awards) .