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ESG INVESTOR OUTREACH

ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

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Page 1: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

ESG INVESTOR OUTREACH

Page 2: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

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PLEASE READ THIS PRESENTATION MAKES REFERENCE TO:

Non-GAAP financial measures: See Appendix for reconciliations

Forward-looking statementsThis presentation contains forward-looking statements within the meaning of securities laws. The words “anticipate,” “assume,” “believe,” “pending,” “budget,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “plan,” “project,” “will” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward-looking statements. Forward-looking statements in this presentation include, among other things, the projected growth in cash flow per debt adjusted share; and expected production growth. General risk factors include the availability of and access to capital markets; the availability, proximity and capacity of gathering, processing and transportation facilities; the volatility and level of oil, natural gas, and natural gas liquids prices, including any impact on the Company’s asset carrying values or reserves arising from price declines; uncertainties inherent in projecting future rates of production or other results from drilling and completion activities; the imprecise nature of estimating oil and natural gas reserves; uncertainties inherent in projecting future drilling and completion activities, costs or results, including from pilot tests; the uncertainty of negotiations to result in an agreement or a completed transaction; uncertainties inherent in projecting the timing and ultimate outcome of litigation; the uncertain nature of acquisition, divestiture, joint venture, farm down or similar efforts and the ability to complete any such transactions; the uncertain nature of expected benefits from the actual or expected acquisition, divestiture, drilling carry, farm down or similar efforts; the availability of additional economically attractive exploration, development, and acquisition opportunities for future growth and any necessary financings; unexpected drilling conditions and results; unsuccessful exploration and development drilling results; the availability of drilling, completion, and operating equipment and services; the risks associated with the Company's commodity price risk management strategy; uncertainty regarding the ultimate impact of potentially dilutive securities; and other such matters discussed in the “Risk Factors” section of SM Energy's 2017 Annual Report on Form 10-K, as such risk factors may be updated from time to time in the Company's other periodic reports filed with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Although SM Energy may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.

Page 3: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

BUSINESS OVERVIEW

3

~35%

SM ENERGY is an independent

exploration and production (E&P)

company that is focused on

delivering long-term growth in cash

flow per debt adjusted share.

MIDLAND BASIN ~82,500 net acres 6 Rigs / 3 Frac Crews

EAGLE FORD ~165,000 net acres 1 Rig / 1 Frac Crew

Founded in 1908, SM Energy is a premier operator of top tier assets

Our strategy focuses on

onshore oil and natural gas plays

in North America with top-tier

economic drilling and completion

opportunities.

Quality Acreage in Tier 1 Areas

Page 4: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

2016 – 2018 YTD STRATEGIC TRANSFORMATIONTRANSFORMING OUR PORTFOLIO AND STRENGTHENING OUR BALANCE SHEET

Strategic Initiatives

► Acquired additional Midland Basin assets for $2.5B► Newly acquired RockStar wells are outperforming

expectations

Divested Non-Core

Assets

► Raised $2.2B by divesting non-core assets:► Williston Basin assets► Third-party operated Eagle Ford Shale assets► Powder River Basin Assets

Focused on Liquidity & Leverage

► De-levered balance sheet through sale of non-core assets

► Reduced absolute debt ► $1.2B liquidity as of 3Q 2018(1)

(1) As of September 30 2018 4

Acquired Top Tier Assets

Tran

sitio

ned

Port

folio

to

Ti

er 1

Ass

ets

Stro

ng

Bal

ance

Sh

eet

Page 5: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

(1) As of November 1, 2018(2) Discretionary cash flow 3Q 2018/3Q 2017(3) As of September 30 2018(4) Permian Basin regional production margin of $42.35 less corporate G&A per BOE(5) As of February 14, 2018

3Q 2018 UPDATE

5

TRANSITION PERIOD TURNS TO GROWTH

~$2.8BMarket Cap(1)

+~70%y/yCash flow growth(2)

$1.2BLiquidity(3)

~$40/BOEPermian Operating Margin(4)

3Q Developments

► High margin production growth delivered ~ 70% growth in discretionary cash flow(2)

► Expected Permian production growth up ~90% 2018/2017

► Redeemed $345MM 6.5% Senior Notes(4)

► Net debt-to-adjusted EBITDAX (TTM) dropped to 2.9 times

► New wells outperforming expectations

25 new RockStar wells average 1,300 Boe/d peak 30-day IP rates (88% oil)

2018 development program driving efficiencies

635Full-time employees(5)

Page 6: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

2018 - MOVING FORWARDPOSITIONING THE COMPANY FOR LONG-TERM VALUE CREATION

Priorities Going Forward

► Focus on assets that generate highest returns

► Generate high margin returns from top tier projects that drive cash flow growth

► Reduce absolute debt

► Improve credit metrics

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“ CASH FLOW GROWTH PER DEBT

ADJUSTED SHARE IS THE METRIC

WITH THE HIGHEST CORRELATION

TO INTRA SECTOR RELATIVE

PERFORMANCE”

– Credit Suisse 12/11/17(2)

Cash Flow Growth per Debt Adjusted

Share(1)

35%Generate Competitive Growth in Cash

Flow per Debt Adjusted Share

(1) For compensation purposes, cash flow per debt adjusted share calculation is modified to facilitate more consistent comparison across peers (See appendix for further detail)(2) Betty Jiang and William Featherston, Credit Suisse

Projected CAGR (2017-2019)

Page 7: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

ALIGNED CEO COMPENSATION WITH THE COMMODITY MARKET, PEERS AND OUR STRATEGIC TRANSFORMATION

7

Compensation Committee reduced CEO LTIP

opportunity to 75% of target

2015 Action(44.2)%2014 Commodity Downturn

Oil Price(1)

Compensation Committee reduced CEO LTIP

opportunity to 65% of target

2016 Action(29.7)%2015 Commodity Downturn

Oil Price(1)

Compensation Committee revised CEO LTIP

opportunity to 100% of target

2017 Action+46.1%2016 Commodity Recovery

Oil Price(1)

Compensation Committee replaced absolute TSR with a capital efficiency metric in

LTIP for 2018 grant

2018 Action+15.5%2017 Commodity Recovery

Oil Price(1)

In 2017, analysis revealed that the CEO’s target total direct compensation was below the 25th percentile of the peer group.

In light of the transformative and successful strategic shift that is currently underway, the improved operating performance and effective leadership by the CEO, the Compensation Committee increased the CEO’s 2017 STIP target percentage and target LTIP grant to achieve total direct target compensation between the 25th percentile and peer group median

Peer Compensation Analysis

The Compensation Committee has been Responsiveto Changing Market Conditions, Company Actions and Peer Analysis

(1) Source: CapIQ, Commodity pricing of Crude Oil – Brent for the respective calendar years

Page 8: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

CEO COMPENSATION PLAN TARGETS AND OUTCOMES

8

$4,600$4,200

$6,813

$3,360

$1,931$2,614

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

2015 2016 2017

Amou

nt (‘

000)

Target Pay Realized Pay

Target Pay v. Realized Pay(2)

(1) Source: S&P Capital IQ(2) Total Direct Compensation

(28.6)%2012-2015

TSR(1)

(57.9)%2013-2016

TSR(1)

(28.6)%2014-2017

TSR(1)

0% LTIP PSU

Grants Maturing in 2017 and

2018 Did Not Pay Out

Realized pay 62%

below target

Realized pay 54%

below target

Realized pay 27%

below target

The Design of our Long-Term Incentive Plan has Effectively Matched Pay with Performance

Page 9: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

Base12%

STIP15%

LTIP73%

CEO Compensation (2017)

CEO COMPENSATION PROGRAM DETAILS

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Element Form of Delivery

Perf.Period FY 2018 CEO Performance Measures

Base Salary Cash Annual Individual Goals

Short-Term Incentive Plan (STIP)

Cash Annual

Corporate Performance STIP only implemented if cash flow metric has been met

Quantitative Metrics (equally weighted):► Production Volume► Proved Developed Reserve Additions► Finding and Development Costs► Cash Flow ► Cash Operating Costs

Qualitative Metrics:► Environmental, Health and Safety (EHS)► Exploration Success and Inventory Growth

Long-TermIncentive Plan (LTIP)

PSU (75%) RSU (25%)

3 years

PSU Payout Metrics:► Relative Growth of Cash Flow per Debt

Adjusted Share

► Relative TSR

Refining LTIP Performance Share Unit (PSU) Metrics

Updated PSU metrics to closely align with our transformation strategy

► Replaced absolute TSR with capital efficiency metric: growth of cash flow per debt adjusted share relative to the Performance Peer Group1

► Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period for the PSUs to pay at target

► If absolute TSR is negative, overall payout for PSUs will not exceed target

88%Pay at Risk

Our program is designed to promote superior returns for our stockholders, align executive pay with company performance throughout industry cycles and incorporate our significant portfolio asset mix transformation

(1) For compensation purposes, cash flow per debt adjusted share calculation is modified to facilitate more consistent comparison across peers (See appendix for further detail)

Page 10: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

HIGHLY SKILLED AND EXPERIENCED BOARD

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310+ Years

40-4 Years

25-9 Years

DirectorTenure(1)

Our directors provide an effective balance of fresh perspective and Company experience

• Diversity in professional experience, race, gender, perspectives, backgrounds and national origin

• Experience in high-level business policymaking and positions of responsibility and leadership

• Reputation for integrity and commitment to represent long-term interests of stockholders

• Former EVP and CFO of Phelps Dodge Corporation

• Extensive financial management and accounting as well as human resources management skills

• Has over 31 years of experience in the mining industry

Ramiro G. Peru

• Former Chairman of the Board and CEO of TPC Corporation (formerly Tejas Power Corporation)

• Has over 34 years of experience in the energy industry

Larry W. Bickle

• Former SVP of Technology at ConocoPhillips

• Extensive experience in human resources management

• Has over 42 years of experience in the energy industry

• Chair of Comp. Committee

Stephen R. Brand

• Former President and CEO of Tesco Corporation

• Has over 37 years of experience in the energy industry

• Chair of Nominating and Corporate Governance Committee

Julio M. Quintana

• Former Senior EVP of Exploration at EOG Resources

• Has a nuanced understanding of upstream operations and asset management technologies

• Has over 41 years of experience in the energy industry

Loren M. Leiker

• Former SVP and CFO of DCP Midstream GP

• Has significant financial management, risk management and accounting oversight experience

• Has over 31 years of experience in the energy industry

• Chair of Audit Committee

Rose M. Robeson

• Former SVP – Drilling and Engineering at Energy Partners

• Has strong leadership vision and technical skills to create top quartile returns for stockholders

• Has over 36 years of experience in the energy industry

Javan (Jay) D. OttosonPresident and CEO

• Former EVP, Exploration and Production and Vice President, Operations at Anadarko

• Has over 38 years of experience in the energy industry

• Chair of Executive Committee

William D. SullivanIndependent Chairman of the Board

Key Characteristics for Board Member Selection

8/9 Directors are Independent

• Serves as President and CEO of the Center for Automotive Research

• Former Senior Vice President of R&D Americas for Nissan North America

• Has over 35 years of experience in the automotive industry

Carla BailoAdded to the Board in October 2018

(1) As of October 5, 2018

Page 11: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

BOARD’S COMMITMENT TO STRONG COMPENSATION AND GOVERNANCE PRACTICES

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What We Do: Robust shareholder engagement program

Highly independent and qualified Board composed of diverse directors with relevant experience

Separate Chairman and CEO with clearly defined responsibilities

Compensation Committee retains an independent compensation consultant and reviews incentive compensation plan annually

Annual election of directors

Director stock ownership requirements to ensure interests are closely aligned with long-term financial interests of stockholders

Clawback policy

Performance-based PSUs capped at target if absolute TSR is negative for the performance period

Beginning in 2018, LTIP design includes a specific metric that incentivizes and recognizes our on-going commitment to capital efficiency and balance sheet strength

Generally target pay opportunities at the market median

Majority of executive pay is variable and linked to meeting short-term and long-term financial and strategic goals and to creating long-term stockholder value

Significant portion of executive compensation is in the form of equity, with 75% of target equity value delivered in performance based awards

What We Do Not Do:x No poison pill

x Do not provide “single-trigger” cash severance or equity vesting acceleration upon a change in control; we do not have any severance obligations except upon a change of control

x Do not provide golden parachute excise tax or other tax gross-ups

x Do not pay dividends on unearned restricted stock and performance share units

x Do not permit option repricing, or exchange of underwater options for other awards or cash, without stockholder approval

x Do not permit officers, employees or directors to enter into transactions that hedge the value of our securities owned by them, hold our securities in margin accounts, pledge our securities to secure indebtedness, or buy or sell options or derivatives with respect to our securities

Page 12: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

• Regularly engage with local community leaders to identify and address key concerns related to our operations

• Board annually establishes environmental, health and safety (EHS) performance goals, which are reviewed quarterly and impact STIP payout

• Achieved a 0 Total Recordable Incident Rate (TRIR) for employees per 200,000 man hours in 2017; contractor TRIR was 0.53, lowest level achieved since 2011

• Implement a Spill Reduction Planning effort in each region, which goes beyond EPA requirements

• Disclose information using the GRI Framework• Joined the API Environmental Partnership

BUILDING THE RIGHT CULTURE

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SM ENERGY

CORE VALUES

Conduct business with the

highest ethical standard

Protect the health and safety of our

employees, contractors, and

neighbors

Protect the environment and

be a good steward of natural

resources

Support the communities where we live,

work and operate

Provide a rewarding and

productive work experience for our employees

COMMITMENT TO ETHICAL OPERATIONS AND CORE VALUES

2017 Inaugural

CSR report

Responsible Stewardship

We are committed to honoring our core values, including conducting our business with ethics and integrity and in compliance with applicable laws and regulations

Page 13: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

RESPONSIBLE RESOURCE STEWARDSHIP

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MANAGING THE USE OF KEY RESOURCES AND OPERATING RESPONSIBLY

WaterResource

Stewardship

► Utilize new technologies to help manage water resources wisely; constructed water management facilities at RockStar to support responsible water use and disposal

► Design our operations and facilities to stringent specifications to better protect groundwater and other natural resources

► Utilize a baseline water sampling program that tests nearby groundwater wells and surface water prior to beginning operations in a new area

► Utilize qualified independent consultants and laboratories to collect and analyze samples as a reference measure for later comparison as operations develop

Emissions Control

► Strive to limit and report our annual GHG emissions to the EPA and on our website; comply with and often exceed air quality regulatory standards

► Deploy technology to reduce and recover emissions and detect and repair leaks; minimize unnecessary flaring

Environmental Stewardship

► Utilize multi-well pads to minimize the surface footprint of our operations, reducing truck traffic and environmental impact

► Employ surface seismic arrays in our operations in the Permian Basin to aid in early detection of seismic activity

► Work collaboratively with appropriate agencies to develop plans and protocols for protecting wildlife and supporting improved habitat and species health

► Disclose chemicals used in our fracturing fluids at FracFocus.org

Protecting natural resources and being a good steward of the environment are integral to our commitment to responsibly and safely operate our assets

Page 14: ESG INVESTOR OUTREACH...Relative TSR remains a performance metric for the PSUs, which will continue to require relative TSR performance above the median during the performance period

APPENDIX: DEFINITIONS OF NON-GAAP, FORWARD LOOKING METRICSThe following metrics are forward-looking non-GAAP financial measures. The Company believes these measures are commonly used in the E&P industry, and other industries, by shareholders, professional research analysts and others in valuation, comparison and investment recommendations. Certain forward-looking metrics cannot be presented in conjunction with a reconciliation to the closest GAAP measure, because certain portions of the forecast calculation would are inherently unpredictable. Accordingly, investors are cautioned not to place undue reliance on these numbers.1) Projected cash flow per debt adjusted share:For purposes of forward-looking cash flow from operations, it is not possible to project changes in working capital. The Company calculates forward-looking cash flow as projected adjusted EBITDAX (reconciled above to GAAP Net Loss and GAAP Net cash provided by operating activities for actual results) less projected cash interest expense and cash taxes.

The calculation of debt adjusted shares is the sum of average fully diluted common shares outstanding plus the quotient of total principal value of long-term debt outstanding (including senior notes, convertible stock, credit facility) less cash and cash equivalents divided by the price of common stock. In the case of the current 2-year plan, the price of common stock used is the closing price at year-end 2017.

For compensation purposes, cash flow per debt adjusted share calculation is modified to facilitate more consistent comparison across peers.

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