J. Lee Jacobe
About J. Lee Jacobe
Independent Class I director (age 57) at Summit Midstream Corporation; director of SMC since August 2024 and previously a director of the former GP since April 2019. He chairs the Compensation Committee and serves on the Audit Committee. Background includes energy investment banking leadership at Barclays and Lehman, advisory work at Kelso & Company, and current role as founder and EVP, M&A and Corporate Development at Manchester Energy (EnCap Flatrock Midstream portfolio). He holds a B.B.A. in Finance from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Investment Banking — Energy Group | Head of Midstream Coverage; Co-Head U.S. Oil & Gas; Vice Chairman | 2008–2018 | Led midstream coverage; corporate finance and capital structure expertise |
| Kelso & Company | Advisor, Energy Investments | 2019–2021 | Private equity energy advisory |
| Lehman Brothers (Energy) | Investment Banker; Managing Director (from 2001) | 1993–2008 | Energy corporate finance |
| Wasserstein Perella & Co. | Analyst (career start) | 1990 | M&A training ground |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manchester Energy, LLC (EnCap Flatrock Midstream portfolio) | Founder; EVP, M&A and Corporate Development | Current | Private company role; potential midstream deal flow connectivity |
No current public-company directorships are disclosed for Mr. Jacobe in the proxy .
Board Governance
- Independence: Board determined Mr. Jacobe is independent under NYSE and SEC standards; all Audit, Compensation, and Nominating committee members are independent .
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member) .
- Financial expertise: All Audit Committee members (including Jacobe) qualify as “audit committee financial experts” with accounting/financial management expertise per Item 407 of Regulation S-K .
- Board leadership: CEO is Chair; James J. Cleary is Lead Independent Director who presides over executive sessions; structure re-evaluated periodically .
- Attendance: Each director attended all Board and committee meetings for which they served in 2024; no director fell below 75% attendance. 2024 meeting counts: Board (10), Audit (5), Compensation (3), Nominating (5) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Independent director retainer (2024) |
| Committee chair fee (Compensation) | $15,000 | Paid to Compensation Chair |
| Lead Director premium (not applicable to Jacobe) | $20,000 | For Lead Director role |
| Audit Chair premium (not applicable to Jacobe) | $20,000 | For Audit Chair |
| Nominating Chair premium (not applicable to Jacobe) | $15,000 | For Nominating Chair |
| 2024 Cash paid to J. Lee Jacobe | $115,000 | $100k retainer + $15k chair fee |
Performance Compensation
| Equity Grant | Grant Form | Grant Date / Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 Director equity | Common units of SMLP (legacy program) | 6,581 units (Jan 18, 2024) | $105,954 | Fully vested at grant; no outstanding director equity under SMC LTIP at 12/31/24 |
Director equity awards target value was $110,000; unit count based on VWAP methodology; accounting fair value shown above .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. During 2024, no member of the Compensation Committee (including Jacobe) was an executive officer of another entity where an SMC executive served on the board/comp committee .
- Related-party transactions: The Company reports no related-person transactions since Jan 1, 2024 other than executive agreements; a formal policy governs review/approval of related-person transactions via Conflicts or Audit Committee .
Expertise & Qualifications
- Core skills: Energy banking, corporate finance, capital structure, and midstream sector knowledge; recognized on Board skills matrix for finance and energy/midstream experience .
- Audit/financial: Qualifies with accounting/financial management expertise sufficient for audit committee financial expert designation .
- Governance: Chairs Compensation Committee overseeing incentive plan design, succession planning oversight, clawback policy administration, and pay disclosures .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| J. Lee Jacobe | 41,953 common shares | <1% | As of April 1, 2025; address: SMC HQ |
| Stock ownership guideline (Directors) | 3x annual cash retainer | — | Non-employee directors must hold equity ≥3x retainer; as of 12/31/24, all covered directors exceeded guidelines |
| Hedging/Speculative trading | Prohibited | — | Insider Trading Policy restricts speculative trading (e.g., options) and requires preclearance |
| Pledging | Not disclosed | — | No pledging disclosure identified in proxy |
Governance Assessment
-
Positives
- Independent director with deep finance and midstream transaction expertise; serves as Compensation Chair and Audit member; qualifies as audit committee financial expert .
- Strong engagement: 100% attendance in 2024 across Board/committees; formal lead independent director framework for executive sessions .
- Pay alignment: Director compensation is balanced between cash and fully-vested equity; stock ownership guidelines in place and exceeded by all covered directors; hedging discouraged by policy .
- No compensation committee interlocks and no related-person transactions reported; Conflicts/Audit oversight policy in place .
-
Watch items / potential conflicts
- External role at Manchester Energy (EnCap Flatrock portfolio) creates potential for midstream market interlocks; however, Company discloses no related-party transactions during the period and maintains a related-person transaction policy with committee review .
- Board includes multiple Class B directors designated by a significant shareholder (Tailwater via Connect Midstream) with substantial combined voting power; underscores the importance of independent committee leadership and robust Conflicts/Audit oversight (note: not specific to Jacobe but relevant to overall governance context) .
Director Compensation (FY2024)
| Name | Fees Earned (Cash) | Stock Award (Grant-Date Fair Value) | Total |
|---|---|---|---|
| J. Lee Jacobe | $115,000 | $105,954 | $220,954 |
Comp structure summary for independent directors (2024):
- Cash retainer $100k; committee chair fees: Compensation $15k, Audit $20k, Nominating $15k; Lead Director $20k .
- Equity: Annual SMLP unit grant (6,581 units) fully vested at grant; no outstanding director equity under SMC LTIP at year-end .
Board Governance Details (Committees & Meetings)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair (Jacobe) | 3 | Oversees annual/long-term incentives, CEO pay, succession, clawback, benefits committee oversight, disclosures |
| Audit | Member (Jacobe) | 5 | Oversees financial reporting, controls, auditor independence; all members are independent and financial experts |
| Board | Director | 10 | All directors attended all meetings for which they served in 2024 |
Related Party & Conflicts Screening
- Policy: Related-person transactions reviewed/approved by Conflicts Committee or Audit Committee; CCO screens proposed transactions; thresholds and definitions aligned with SEC rules .
- Disclosure: No related-person transactions since Jan 1, 2024, other than executive agreements .
Say-on-Pay & Shareholder Feedback (Context)
- Advisory vote on executive compensation included on 2025 ballot; Board recommends FOR; the Compensation Committee (chaired by Jacobe) oversees pay design and disclosures .
RED FLAGS
- Concentrated ownership/voting influence via Class B investor director designation (Tailwater/Connect Midstream) may constrain full board independence despite a majority of independent directors; continued reliance on strong independent committee leadership (Compensation Chair; Audit Committee) and Conflicts/Audit policies is critical .
- Director equity awards for 2024 were fully vested at grant, which may reduce long-term retention incentives for directors versus time-vesting RSUs; however, ownership guidelines mitigate this by requiring 3x retainer holdings and compliance was exceeded .
Notes on Data Gaps
- No Form 4 insider trading activity or pledging disclosures were provided in the proxy; only beneficial ownership and policy context are available .