James M. Trimble
CIVITAS RESOURCESAbout James M. Trimble
James M. Trimble, age 76, is an independent director of Civitas Resources, Inc. (CIVI) since November 2021, serving on the Audit Committee and the Sustainability Committee; he holds a B.S. in Petroleum Engineering from Mississippi State University and is a registered Professional Engineer in the State of Texas . The Board cites his petroleum engineering expertise and CEO experience across public and private oil and gas companies as core credentials; he is designated an “audit committee financial expert” under SEC rules . In 2024, Trimble attended at least 96% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone Energy Corporation | Interim Chief Executive Officer and President | 2017–2018 | Led during transition; later merged into Talos Energy |
| PDC Energy, Inc. | President and Chief Executive Officer | 2011–2015 | Public-company CEO experience |
| Cabot Oil and Gas | Vice President of Exploration and Production | 1987–2004 | Long-tenured E&P operating leadership |
| United States Army | Officer (honorably discharged) | ~10 years active/reserve | Leadership/discipline background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berry Corporation | Director | Feb 2024–Present | Current public-company directorship; E&P industry overlap |
| Callon Petroleum Corporation | Director | Mar 2012–Apr 2023 | Prior public-company board in E&P |
| Talos Energy | Director | May 2018–May 2021 | Prior public-company board in E&P |
| Stone Energy | Director | Mar 2017–May 2018 | Board until merger with Talos |
| Crestone Peak Resources (private) | Director; Chair (from 2018) | 2016–Oct 2021 | Private E&P; board chair responsibilities |
| Industry Associations (API, IPAA, etc.) | Former roles | Various | Professional engagement in E&P sector |
Board Governance
- Independence and roles: Independent director; member of Audit and Sustainability Committees; no committee chair roles .
- Audit Committee: Committee chaired by Morris R. Clark; members include Trimble; all members financially literate; Trimble qualifies as an “audit committee financial expert” .
- Sustainability Committee: Chaired by Carrie L. Hudak; Trimble is a member; oversight of environmental, health, safety, regulatory, and sustainability matters .
- Meeting cadence (2024): Audit 7; Compensation 6; Nominating & Corporate Governance 6; Sustainability 5 .
- Attendance: Board held 15 meetings in 2024; other than one director (Wojahn), all directors attended at least 96% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Audit oversees financial reporting/internal controls, commodity price risk/hedging, oil & gas reserves, related-party transactions, cybersecurity/compliance; Trimble contributes via Audit membership .
Fixed Compensation
| Year | Cash Fees ($) | Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — (not a chair) | — (none disclosed) | CIVI pays cash only to chairs; no cash retainer for directors |
| 2023 | — | — (not a chair) | — (none disclosed) | Amended Independent Director Compensation Program effective May 31, 2023 |
Chair fee schedule (paid quarterly): Board Chair $125,000; Audit Chair $25,000; Compensation Chair $20,000; NCGC Chair $15,000; Sustainability Chair $20,000 .
Performance Compensation
| Component | 2024 Detail | 2023 Detail | Vesting/Settlement | Other Terms |
|---|---|---|---|---|
| Stock Awards (DSUs) – ASC 718 fair value | $283,871 | $294,534 | Annual vesting on earlier of day before first annual meeting after grant or first anniversary; DSUs settle only upon Board separation | DSUs sized at $300,000 grant-date value by 30-day VWAP; dividend equivalent rights on DSUs; no stock options awarded to independent directors |
| DSUs Outstanding (as of year-end) | 16,566 (12/31/2024) | 12,465 (12/31/2023) | N/A | Dividend equivalents paid timing: vested DSUs when dividends paid; unvested DSUs upon vest |
- Performance metrics tied to director compensation: None disclosed; director DSU grants are time-based per the Independent Director Compensation Program .
Other Directorships & Interlocks
| Company | Industry Overlap with CIVI | Potential Interlock Consideration |
|---|---|---|
| Berry Corporation (current) | Upstream E&P | Same-sector board seat; monitor for any transactions or information flow risks; no related-party transactions disclosed for Trimble |
| Callon Petroleum (prior) | Upstream E&P | Historical overlap; no current role |
| Talos Energy (prior) | Upstream E&P | Historical overlap; no current role |
| Stone Energy (prior) | Upstream E&P | Historical overlap; no current role |
| Crestone Peak Resources (prior) | Upstream E&P (private) | Historical overlap; no current role |
Expertise & Qualifications
- Petroleum engineering expertise; Professional Engineer (Texas) .
- Public-company CEO experience (PDC Energy; interim CEO at Stone Energy) .
- Designated audit committee financial expert .
- Extensive E&P sector leadership and association involvement .
Equity Ownership
| As of Date | Common Shares Beneficially Owned | DSUs Outstanding/Deferred | Total Stock/Stock-Based Holdings | Ownership % |
|---|---|---|---|---|
| Apr 7, 2025 | 43,448 | 16,566 (12/31/2024 snapshot) | 43,448 (per table; DSUs separate) | <1% |
- Policy signals: Robust stock ownership policy prohibits pledging/hedging for named executive officers; independent director awards structured as DSUs that settle only upon Board separation, supporting long-term alignment; no director stock options outstanding .
Governance Assessment
- Strengths: Independent director with high attendance and active committee service; audit financial expert designation elevates board effectiveness in financial oversight; DSU-only equity with deferred settlement strengthens long-term alignment; no cash retainer or meeting fees—cash only for chairs—limits guaranteed pay .
- Compensation mix: 100% equity (DSUs) plus zero cash (no chair role) in 2024; ASC 718 DSU value modestly lower in 2024 vs 2023, while program targets $300,000 via 30-day VWAP; no options granted, no repricing disclosed .
- Oversight of conflicts: Audit Committee explicitly oversees related-party transactions; no related-party transactions involving Trimble disclosed in the proxy; directors attended the 2024 Annual Meeting .
- Watch items/RED FLAGS: Concurrent board seat at Berry Corporation (same E&P industry) creates potential competitive interlock; monitor for any transactions, information-sharing concerns, or recusals; none disclosed in current materials .