Jason H. Downie
About Jason H. Downie
Jason H. Downie (age 54) is a Class I Class B Director nominee at SMC, serving on the Board since December 2024; if elected at the 2025 annual meeting, his term will expire in 2028 . He is a co‑founder and Managing Partner of Tailwater Capital (since 2013) with prior roles at HM Capital (Partner, Investment Committee, 2000–2012), Rice, Sangalis Toole and Wilson (Associate, 1999–2000), and Donaldson, Lufkin & Jenrette (Associate, Equity Trading Group, 1992–1997) . He holds a BBA (1992) and MBA (1999) from The University of Texas at Austin . The Board classifies him as independent, and he held no committee assignments in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tailwater Capital | Co‑founder; Managing Partner | 2013–present | Co-leads firm; extensive financial/operational experience cited as Board qualification |
| HM Capital | Partner; Investment Committee member | 2000–2012 | Investment Committee service noted |
| Rice, Sangalis Toole and Wilson | Associate (mezzanine PE) | 1999–2000 | Investment role |
| Donaldson, Lufkin & Jenrette | Associate, Equity Trading Group (energy & transportation coverage) | 1992–1997 | Energy/transport focus in equity trading |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodnight Midstream | Director | Not disclosed | Not disclosed |
| Pivotal Petroleum Partners | Director | Not disclosed | Not disclosed |
| Pivotal Royalties Partners | Director | Not disclosed | Not disclosed |
| Renovo Resources | Director | Not disclosed | Not disclosed |
| Silver Creek Midstream | Director | Not disclosed | Not disclosed |
| Triten Energy Partners | Director | Not disclosed | Not disclosed |
Board Governance
- Structure and roles: Downie is a Class I Class B Director nominee; term to 2028 if elected . SMC’s Board is classified and staggered; CEO serves as Chair, with James J. Cleary as Lead Independent Director .
- Independence and committees: The Board lists Downie as an Independent Director; he had no committee assignments in 2024 .
- Attendance and engagement: The Board reports each member attended all quarterly Board and applicable committee meetings during the period served in 2024; 2024 meeting counts were Board (10), Audit (5), Compensation (3), Nominating/Governance & Sustainability (5) .
- Investor designation rights: Following the Tall Oak acquisition and the Investor & Registration Rights Agreement, the “Investor” (Tall Oak Parent and permitted transferees) can designate up to four Class B Directors while Class B ownership >32% of total shares (step-down to three, two, one as ownership falls below 28%, 20%, 10%) .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | Applies to independent directors serving in 2024 |
| Lead Director retainer | +$20,000 | Lead Independent Director only |
| Audit Committee Chair retainer | +$20,000 | Committee chair premium |
| Compensation Committee Chair retainer | +$15,000 | Committee chair premium |
| Nominating, Governance & Sustainability Chair retainer | +$15,000 | Committee chair premium |
Note: Downie joined the Board in December 2024 and is not listed in the 2024 director pay table, which covers independent directors Cleary, Jacobe, McNally, Oates, Peters, and Woung‑Chapman .
Performance Compensation
| Instrument | 2024 Target | Grant Mechanics | Vesting | Option Practice |
|---|---|---|---|---|
| SMLP common units (under SMC LTIP) | $110,000 target; 6,581 units granted per independent director in 2024 | Units measured using 3‑day VWAP ending Jan 18, 2024 ($16.7171); GAAP grant-date fair value shown at $105,954 using close $16.10 on Jan 18, 2024 | Fully vested at grant; no outstanding director equity awards at 12/31/24 | Company does not grant stock options/SARs currently |
Note: Downie’s 2024 equity is not disclosed; the table reflects the 2024 plan applied to then‑serving independent directors .
Other Directorships & Interlocks
- No public company directorships for Downie are disclosed; listed boards appear to be private midstream/energy entities (Goodnight Midstream, Pivotal Petroleum Partners/Royalties Partners, Renovo Resources, Silver Creek Midstream, Triten Energy Partners) .
- Compensation Committee interlocks: SMC discloses none for 2024 (committee consists of Cleary, Jacobe, Woung‑Chapman; no cross‑director interlocks with SMC executives) .
Expertise & Qualifications
- 28+ years of investment experience across energy and midstream; qualifications emphasize financial and operational expertise relevant to SMC .
- Education: BBA (1992), MBA (1999), University of Texas at Austin .
Equity Ownership
| Holder | Security | Shares/Units | % of Class | Combined Voting Power | Notes |
|---|---|---|---|---|---|
| Jason H. Downie (via beneficial ownership) | Common Stock | 6,524,467 | 34.8% | 34.8% | Downie and Edward Herring may be deemed beneficial owners due to 50/50 control of Tailwater Capital, which controls Connect Midstream LLC; shares issuable upon exchange of SMLP Partnership Units; address details per footnotes |
| Jason H. Downie (via beneficial ownership) | Class B Common Stock | 6,524,467 | 100% | — | Class B shares are non‑economic; surrendered 1:1 upon exchange of SMLP Partnership Units |
- Ownership guidelines: Non‑employee directors must hold SMC stock equal to 3x the annual cash retainer; as of 12/31/24, each director and executive officer subject to the guidelines exceeded the requirement .
- Hedging policy: Insider Trading Policy instructs directors/officers/employees to avoid speculative trading, including buying or writing options .
Governance Assessment
- Alignment and influence: Downie’s deemed beneficial ownership of 34.8% of common stock (through Connect Midstream/Tailwater structures) creates strong economic alignment but also significant influence; Investor rights permit designating up to four Class B Directors above a 32% threshold, stepping down at lower ownership levels .
- Independence optics: While the proxy lists Downie as independent, the Tailwater control relationships (and Class B designation rights) may be perceived by investors as a potential conflict, despite formal independence designation .
- Committee engagement: No committee assignments in 2024; governance impact will depend on any future committee roles and whether Class B designees remain off committees .
- Attendance and discipline: Reported 100% attendance of quarterly meetings during 2024 service periods supports engagement; Board maintains standard governance structures including a Lead Independent Director and independent committees .
- Director pay design: Simple mix with fixed cash and fully‑vested equity; no options; modest chair retainers; ownership guidelines exceeded—positive for alignment, though immediate vesting reduces retention leverage versus RSUs with vesting .
RED FLAGS
- Concentrated ownership and designation rights: Tailwater/Connect Midstream’s 34.8% voting power and Class B Director designation rights until ownership step‑downs concentrate governance influence among affiliated holders .
- Related‑party nexus: Downie as Tailwater Managing Partner and 13D Reporting Person for Connect Midstream may be deemed to beneficially own the same block—ongoing related‑party optics and potential conflicts warrant monitoring (no specific related‑party transactions beyond governance rights disclosed here) .
Positive Signals
- Strong ownership alignment (exceeding director ownership guidelines) and attendance record; clear hedging restrictions .
- Compensation committee interlocks explicitly disclaimed; independent committee leadership and Lead Independent Director in place .