James E. Herring Jr.

About James E. Herring Jr.

James E. Herring Jr. is a Class II director of Summit Midstream Corporation (SMC) and has served on the Board since December 2024. He is a co‑founder and Managing Partner of Tailwater Capital (since 2013) and previously was a Partner at HM Capital (1998–2012) and worked in Goldman Sachs’ Investment Banking Division (1993–1996). He holds an MBA from Harvard Business School (1998) and a BA from Stanford University (1993) . The Board classifies him as an independent director under NYSE rules; he currently holds no committee assignments at SMC .

Past Roles

External Roles

Board Governance

• Independence and class: Independent, Class II director; no SMC committee assignments .
• Board structure: Combined Chair/CEO (J. Heath Deneke) with a Lead Independent Director (James J. Cleary) who presides over executive sessions and serves as liaison to independent directors .
• Attendance: In 2024 the Board held 10 meetings; Audit 5; Compensation 3; Nominating/Governance 5. Each director attended all Board and committee meetings during their service period in 2024; no director fell below 75% attendance .
• Class B director designation: Under the Investor and Registration Rights Agreement tied to the Tall Oak acquisition, Tailwater’s investor affiliate has the right to designate up to four Class B directors based on ownership thresholds; SMC must take necessary actions to elect and maintain such Class B directors until step‑down triggers are met or rights are waived .

Fixed Compensation

Observation: Class B directors (including Herring) are not shown in the 2024 independent director compensation table, suggesting they did not receive the standard retainers/equity in 2024 .

Performance Compensation

• No director performance‑based compensation metrics are disclosed for non‑employee directors. Performance metrics in the proxy apply to executive officers (NEOs), not directors .

Other Directorships & Interlocks

• Herring is Managing Partner of Tailwater Capital and serves on numerous Tailwater portfolio company boards (see External Roles table). SMC’s Class B directors include multiple Tailwater personnel (e.g., Jason H. Downie, Stephen M. Lipscomb Jr., Andrew A. Winston), reflecting investor representation on SMC’s Board .
• Tailwater’s affiliate (Connect Midstream LLC/Fund III) holds significant voting power and has designation rights for Class B directors (see Governance section), creating potential interlocks between investor and issuer governance .

Expertise & Qualifications

• Private equity leadership (co‑founded Tailwater, Managing Partner since 2013) with extensive energy investment experience; prior roles at HM Capital (Partner) and Goldman Sachs (IB) .
• Education: MBA, Harvard Business School (1998); BA, Stanford University (1993) .

Equity Ownership

Ownership alignment: SMC’s equity holding guidelines require non‑employee directors to hold equity equal to 3x annual cash retainer; as of Dec 31, 2024, all directors and executives subject to guidelines exceeded their required holdings .

Governance Assessment

• Positives

  • Classified as independent under NYSE rules; no committee roles that could impair independence; Lead Independent Director structure in place for executive sessions .
  • Strong attendance culture; Board/committee meetings active in 2024 with full participation during service periods .
  • Robust governance policies disclosed: Code of Business Conduct and Ethics, Insider Trading Policy (including discouraging speculative trades/10b5‑1 preclearance), Corporate Governance Guidelines, and committee charters publicly available .
  • No related‑party transactions reported since Jan 1, 2024; related‑party transaction review policy established with Conflicts Committee/Audit oversight .

• Risk indicators and potential conflicts

  • Investor representation and rights: Tailwater’s affiliate has substantial voting power (34.8% combined) and contractual rights to designate up to four Class B directors, including Herring; while the Board deems him independent under NYSE rules, investor‑nominated directors and concentrated voting power can create perceived or actual conflicts in areas such as capital allocation, M&A, and related strategic decisions .
  • Multiple Tailwater‑affiliated directors (Herring, Downie, Lipscomb, Winston) amplify investor influence over the Board pending step‑down thresholds; continued monitoring of committee composition and independent oversight is warranted .
  • Beneficial ownership reflects indirect control/rights through Connect Midstream/Tailwater structures; transparency is adequate in the proxy, but investors should monitor any future transactions between SMC and Tailwater‑affiliated entities (none reported for 2024) .

• Compensation and incentives

  • Herring does not appear in the 2024 independent director compensation table, indicating he likely did not receive standard director cash/equity retainers, which can reduce direct fee‑based incentives but heightens reliance on investor‑level alignment; equity holding guidelines remain applicable and are exceeded .

• Overall implication

  • Herring brings deep energy investment and board experience that can enhance capital markets and transaction oversight. However, Tailwater’s designation rights and voting concentration are meaningful governance considerations; robust independent leadership (Lead Director), adherence to conflict review policies, and transparent disclosures mitigate—but do not eliminate—perceived conflict risks .