James Trimble
Berry Corp (bry)About James “Jim” Trimble
Independent director since February 18, 2024; Nominating & Governance Committee Chair. Age 76 (2025 proxy), with 50+ years of oil & gas leadership; registered Professional Engineer (Texas). BS in Petroleum Engineering, Mississippi State University; serves on Mississippi State School of Engineering Dean’s Advisory Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDC Energy, Inc. | President & CEO | 2011–2015 | Led exceptional growth and value creation for shareholders . |
| Stone Energy Corporation | Interim CEO & President | 2017–2018 | Led through reverse merger into Talos Energy . |
| Talos Energy (NYSE: TALO) | Director | 2018–May 2021 | Board service post Stone–Talos merger . |
| Crestone Peak Resources | Director, then Board Chair | 2016–2021 | Chairman until merger into Civitas Energy . |
| Cabot Oil & Gas (now Coterra) | SVP Exploration & Production | 17 years | Senior operating leadership . |
| C&J Energy Services (NYSE: CJES) | Director | Prior | Board committee experience (Audit, Compensation, N&G, HSE/ESG) . |
| Grand Gulf Energy (ASX: GGE) | Director | Prior | Board service . |
| Blue Dolphin Energy (NASDAQ: BDCO) | Director | Prior | Board service . |
| Seisgen Exploration; Elysium Energy; TexCal Energy | CEO/Board roles | Prior | Multiple private E&P leadership roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Civitas Energy | Director | Current | Board service following Crestone merger (committee roles not disclosed) . |
| Callon Petroleum (NYSE: CPE) | Director | 2012–2023 | Board service (committee experience across Audit/Comp/N&G/HSE/ESG across companies) . |
Interlocks/overlaps: Current Civitas board and prior Callon/Talos/etc. represent sector peers; no disclosed supplier/customer conflicts with Berry; Board independence affirmations cover heightened audit/comp standards .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Trimble is independent; meets heightened audit and compensation committee independence standards under SEC/NASDAQ . |
| Committee assignments | Audit Committee (member); Human Capital & Compensation Committee (member); Nominating & Governance Committee (Chair) . |
| Audit committee expertise | Board determined Trimble is an “audit committee financial expert” . |
| Attendance | 2024: Board held 24 meetings; each director attended 100% except two directors who each missed one; no director missed more than one committee meeting; HCC had 6 meetings with 100% attendance; Audit had 9 meetings (no member missed >1); N&G had 4 meetings (no member missed >1) . |
| Executive sessions | Independent directors meet regularly in executive sessions after Board/committee meetings . |
| Director election support (2025) | Votes for Trimble: 52,607,589; Withheld: 2,243,260; Broker non-votes: 10,640,281 . |
Fixed Compensation
| Component (2024 program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $75,000 | Paid quarterly . |
| Annual equity retainer (Board) | $150,000 | Time-based RSUs; 1-year vest . |
| Committee chair cash retainers | Audit $20,000; HCC $15,000; N&G $10,000 | Chair fees . |
| Committee membership cash retainers | Audit $10,000; HCC $7,500; N&G $5,000 | Member fees . |
| Meeting fees | $1,200 per meeting over 24/year | Approved Feb 2023 . |
| James Trimble—2024 actual | Amount | Detail |
|---|---|---|
| Cash fees earned | $107,159 | Aggregate cash for Board/committee roles . |
| Stock awards (grant-date fair value) | $151,258 | 21,008 RSUs granted March 1, 2024; vest at 1 year; grant-date price $7.20 . |
| Total | $258,417 | Sum of cash and equity grant FV . |
| Role-linked fees (structure) | N&G Chair $10,000; Audit member $10,000; HCC member $7,500 | Applicable to Trimble’s roles . |
2025 changes: Committee reduced equity retainer grant-date values due to depressed stock price (Board equity to ~$90,000 and Board Chair equity to ~$40,000), shifting the difference to cash quarterly—mix change but total target unchanged .
Performance Compensation
| Component | Performance metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None (time-based only) | Full vest at 1-year anniversary | RSUs granted annually to directors; no PSU or performance hurdles for directors . |
No performance-based director awards disclosed; performance metrics in proxy relate to executive STIP/LTI, not directors .
Other Directorships & Interlocks
| Company | Current/Prior | Sector overlap | Potential conflict |
|---|---|---|---|
| Civitas Energy | Current | Upstream E&P | No Berry-related transactions disclosed . |
| Callon Petroleum | Prior (2012–2023) | Upstream E&P | No Berry-related transactions disclosed . |
| Talos Energy | Prior (to May 2021) | Upstream E&P | No Berry-related transactions disclosed . |
Human Capital & Compensation Committee interlocks: Proxy discloses no compensation committee interlocks or insider participation in 2024 (i.e., no cross-committee executive overlaps) .
Expertise & Qualifications
- 50+ years in upstream E&P; CEO/Chair roles; deep operating and M&A experience; registered Professional Engineer (Texas) .
- Audit literacy; designated audit committee financial expert; prior committee experience across Audit, Compensation, N&G and HSE/ESG .
- Education: BS Petroleum Engineering, Mississippi State; service on professional organization boards and as expert witness .
Equity Ownership
| Holder | Shares beneficially owned (Mar 24, 2025) | % of outstanding | Notes |
|---|---|---|---|
| James Trimble | 21,008 | <1% | Beneficial ownership table; 77,596,202 shares outstanding . |
| Policy/Alignment | Detail |
|---|---|
| Director stock ownership guideline | 5× annual Board cash retainer; 5-year compliance window; all directors compliant or on track . |
| Anti-hedging/pledging | Strict prohibitions: no short sales, derivatives, margin accounts, pledging, collars/forwards; short-term trading constraints . |
Say-on-Pay & Shareholder Feedback (Board Oversight Signal)
- 2024 say-on-pay (for 2023 compensation) approved with greater than 97% support; no specific changes made for 2024 program due to overwhelmingly positive outcome .
- 2025 say-on-pay (for 2024 compensation): For 43,576,564; Against 10,516,609; Abstain 757,676; broker non-votes 10,640,281 .
Governance Assessment
- Positives: Clear independence; strong committee engagement (Chair of N&G; member Audit & HCC); audit financial expert designation; robust attendance; strict anti-hedging/pledging; director resignation policy; regular executive sessions; stockholder engagement processes .
- Alignment: Director equity (RSUs) plus ownership guidelines support alignment; Trimble beneficially owns shares; 2025 equity retainer reduction with cash substitution preserves target pay but slightly lowers equity-linked exposure—watch mix trend if prolonged .
- Conflicts: No related-party transactions involving Trimble disclosed; overall related persons transactions limited to employment of former Executive Chair’s son (not related to Trimble) and overseen under policy .
- Investor confidence signals: Strong re-election support (2025 votes); consistent audit oversight and committee independence; use of Meridian as independent comp consultant with annual conflict review (most recent Feb 2025 affirmed independence) .
Compensation Committee Analysis (Board-level oversight context)
- HCC composition includes independent directors (Chair: Anne Mariucci; members: Bob, Hornbaker, Shourie, Trimble); 6 meetings in 2024 with 100% attendance; Meridian engaged and found independent with no conflicts (latest Feb 2025 review) .
- Responsibilities include executive pay design, incentive oversight, human capital management, and non-employee director compensation recommendations to Board .
No discretionary director bonuses, pensions, SERP, or perquisites disclosed for directors; director program is retainer-based with time-vested RSUs; no tax gross-ups; meeting fee only for excess over 24 meetings .
Notes
- Meeting counts, independence status, committee assignments, and compensation values cited from Berry’s DEF 14A (2025 and 2024) and 2025 8-K vote results .