James J. Cleary
About James J. Cleary
James J. Cleary, age 70, is a Class III independent director of SMC and currently serves as Lead Director; his term expires at the 2027 annual meeting. He has served on the Company’s board since August 2024 (previously on the General Partner’s board since June 2020; appointed Lead Independent Director in January 2022). Cleary has been a Managing Director at Global Infrastructure Partners since 2012 and previously held senior leadership roles at El Paso Corporation and Sonat Inc.; he holds a B.A. (Sociology) from the College of William & Mary and a J.D. from Boston College Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Paso Corporation | President, Western Pipelines; President, ANR Pipeline Company | 1999–2012 | Senior leadership in Fortune 500 midstream operations |
| Sonat Inc./Southern Natural Gas Company | Various roles; EVP & General Counsel (Southern Natural Gas) | 1979–1999 | Legal and operating leadership in pipeline business |
| Access Midstream Partners, L.P. (GP) | Director (board of the general partner) | Not disclosed | Boardroom experience in large midstream MLP |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Global Infrastructure Partners | Managing Director | 2012–Present | Private | PE infrastructure fund focused on energy/transport/digital/water |
| Gibson Energy, Inc. | Director (past) | Not disclosed | Public (Canada) | Board experience with Canadian midstream company |
| Columbia Pipelines Holding Company | Board of Managers (current) | Not disclosed | Private | Oversees Columbia Gas and Columbia Gulf pipelines |
Board Governance
- Lead Director responsibilities: presides over meetings without the Chair/CEO, liaises between Chair and independent directors; Board structure is classified with three-year staggered terms. SMC confirms that each director attended all Board and committee meetings during 2024 (Board held 10; Audit 5; Compensation 3; Nominating, Governance & Sustainability 5) .
- Committee memberships: Compensation (member) and Nominating, Governance & Sustainability (member). Independence: Yes (NYSE standards) .
- Compensation Committee interlocks: none; no contracts/loans/fees or financial interests with Committee members beyond standard compensation .
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Lead Director | Independent | 10 |
| Compensation Committee | Member | Independent | 3 |
| Nominating, Governance & Sustainability | Member | Independent | 5 |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for independent directors |
| Lead Director retainer | $20,000 | Additional retainer for Lead Director |
| Committee chair fees | $0 | Only committee chairs receive fees; Cleary is not a chair |
| Meeting fees | $0 | Not disclosed; not applicable in plan description |
| Total cash (Cleary) | $120,000 | Per 2024 director comp table |
- Director compensation mix (Cleary, 2024): Cash $120,000 and Equity grant-date value $105,954 → ~53% cash / ~47% equity (calculated from disclosed amounts) .
Performance Compensation
| Equity Element | Grant Date | Vehicle | Shares/Units | Grant-Date Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director grant (2024) | Jan 18, 2024 | SMLP common units | 6,581 | $105,954 | Fully vested on grant | Target $110,000; VWAP $16.7171 (3-day ending Jan 18, 2024); value shown uses $16.10 close on grant date . |
Performance metrics for director equity: None disclosed (awards were fully vested time-based units; no performance conditions) .
- Clawback/recoupment: Compensation Committee administers the Policy for the Recovery of Erroneously Awarded Compensation .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk to SMC |
|---|---|---|
| Gibson Energy, Inc. (Canada) | Past Director | No related-party transactions disclosed with SMC |
| Access Midstream Partners, L.P. (GP) | Past Director | No related-party transactions disclosed with SMC |
| Columbia Pipelines Holding Company | Board of Managers (current) | No related-party transactions disclosed with SMC |
- Related-party review: Board-adopted policy (Aug 1, 2024); no related person transactions since Jan 1, 2024 (other than executive officer agreements) .
Expertise & Qualifications
- Midstream operating leadership (El Paso/ANR), legal and regulatory background (J.D., General Counsel experience), and private equity/infrastructure investing expertise (GIP) .
- Lead Director experience and service on Compensation and Nominating/Governance/ESG committees support board effectiveness in oversight and succession planning .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Date | Notes |
|---|---|---|---|---|
| James J. Cleary | 33,271 | <1% | As of April 1, 2025 | From beneficial ownership table . |
- Stock ownership guidelines: Non-employee directors must hold SMC stock equal to 3x annual cash retainer; as of Dec 31, 2024, all directors and executive officers subject to the guidelines exceeded the requirement .
- Hedging/speculative trading: Insider Trading Policy instructs directors to avoid speculative trading (e.g., options) and requires preclearance; blackout periods apply .
- Pledging: Not specifically addressed in the cited disclosures; no pledging by Cleary disclosed .
Governance Assessment
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Strengths for investor confidence:
- Lead Director role with clearly defined authority and 100% attendance supports independent oversight of a combined Chair/CEO structure .
- Independent committee service (Compensation; Nominating/Governance/ESG); no interlocks or related-party transactions reported; independent compensation consultant (Willis Towers Watson) advises on director/exec pay .
- Balanced director pay structure with meaningful equity (47% of 2024 total) and ownership guidelines exceeded, aligning incentives with shareholders .
-
Potential risk considerations:
- Significant sponsor influence (Tailwater’s board designation rights) at the overall Board level; however, Cleary’s independent Lead Director position can mitigate concentration risk through agenda-setting and executive session leadership .
- Director equity grants fully vest on grant date (no performance conditions), which reduces at-risk governance signaling for directors, though this is common for board compensation and offset by ownership guidelines and prohibition on speculative trading .
-
RED FLAGS observed for Cleary: None disclosed—no attendance issues, no related-party transactions, no hedging/pledging disclosures adverse to policy, and no committee interlocks .