James Wyper
About James Wyper
James Wyper (age 35) is an independent director of Lineage, Inc. and has served on the board since the company’s IPO; he previously served on the board of Lineage Holdings since May 2018 . He is Senior Managing Director and Global Head of Transportation & Logistics at Stonepeak, serving in various roles at the firm since 2013, and holds a B.A. in Economics from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonepeak | Senior Managing Director; Global Head of Transportation & Logistics; member of Stonepeak investment committees | 2013–present | Oversees T&L platform; investment committees |
| Lineage Holdings | Director | Since May 2018 | Board service prior to IPO |
| Lineage, Inc. | Director (independent) | Since IPO | Independent under Nasdaq standards |
External Roles
| Company/Organization | Role | Since | Notes |
|---|---|---|---|
| Textainer Holdings | Director | Mar 2024 | Board service noted in proxy |
| Logistec Corporation | Director | Jan 2024 | Board service noted in proxy |
| TRAC Intermodal | Director | Mar 2020 | Board service noted in proxy |
| Seapeak | Director | Jan 2022 | Board service noted in proxy |
| Akumin, Inc. | Director | Nov 2021 | Board service noted in proxy |
| Venture Global Calcasieu Pass | Director | Aug 2019 | Board service noted in proxy |
| Tidewater Holdings | Director | 2015 | Board service noted in proxy |
| Intrado Life and Safety | Director | Jan 2023 | Board service noted in proxy |
| Emergent Cold LatAm Holdings LLC | Director | Aug 2021 | Lineage owns 8.8% of Emergent Cold LatAm and has an option to purchase by Jun 23, 2027; Mr. Forste (Lineage Co-Executive Chairman) chairs its board; certain legacy investors also hold interests |
| StreetSquash | Director | — | Non-profit; board service noted in proxy |
Board Governance
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Committee assignments:
- Compensation Committee member (committee met 2 times in 2024; chair is Co-Executive Chairman Adam Forste; other members: John Carrafiell, Michael Turner, Lynn Wentworth) .
- Not on Audit Committee (members: Joy Falotico – Chair; Lynn Wentworth; Michael Turner; fully independent; met 4 times in 2024) .
- Not on Equity Award Committee (members: Lynn Wentworth – Chair; Michael Turner; met 1 time in 2024) .
- Not on Nominating & Corporate Governance Committee (members: Kevin Marchetti – Chair; Adam Forste; Shellye Archambeau; met 2 times in 2024) .
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Independence, attendance, and engagement:
- Determined independent under Nasdaq rules .
- All directors serving in 2024 attended at least 75% of Board and applicable committee meetings; the Board held 2 meetings in 2024 .
- Lead Independent Director: Lynn Wentworth; independent directors meet in executive session typically after regular meetings and at least twice per year .
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Board structure and exemptions:
- Lineage is a “controlled company” under Nasdaq; compensation and nominating committees are not composed entirely of independent directors while relying on exemptions .
Fixed Compensation (Director)
| Component | 2024 Amount/Status | Notes |
|---|---|---|
| Annual cash retainer | $0 | As a Stonepeak-designated director, Wyper is not an “Eligible Director” under the post-IPO director compensation program; he received no board compensation in 2024 . |
| Committee chair/member fees | $0 | Not eligible; not an “Eligible Director” . |
| Equity awards (RSUs/DSUs) | $0 | Not eligible; no RSU awards reported for Wyper in 2024 . |
| Expense reimbursement | Program provides up to $30,000 annually for Eligible Directors | Program detail; does not apply to Stonepeak-designated directors . |
Post-IPO non-employee “Eligible Director” program (for non-designees) includes $120,000 annual retainer, committee retainers, and annual RSUs of ~$200,000 value, vesting by next annual meeting .
Performance Compensation (Director)
| Metric/Instrument | 2024 Status | Details |
|---|---|---|
| Performance-based equity (PSUs/PRSUs) | None disclosed for Wyper | No director performance awards disclosed for Stonepeak designees . |
Other Directorships & Interlocks
- Stonepeak designation and nomination rights: As of the 2025 record date, Stonepeak had the right to designate one Stonepeak Director; it designated Mr. Wyper. Stonepeak’s rights are tied to its ownership thresholds under the Stockholders Agreement; Luke Taylor (Stonepeak) was nominated by the Board separately .
- Cash settlement interest: To the extent Stonepeak elects a Cash Settlement in the coordinated legacy equity settlement process, Messrs. Luke Taylor and James Wyper “may have an interest” in cash paid by Lineage to repurchase shares distributed to Stonepeak—potential related-party alignment consideration for investors .
- Emergent Cold LatAm interlock: Lineage owns 8.8% of Emergent Cold LatAm and holds an option to purchase by June 23, 2027; Mr. Forste chairs its board; certain legacy investors (including Stonepeak affiliates) also hold interests; Wyper sits on that board—this creates overlapping governance exposure .
Expertise & Qualifications
- Skills matrix: Finance & Accounting; Real Estate; Logistics; Global/International experience .
- Education: B.A., Economics, Yale University .
- Background: Senior leadership in infrastructure, transportation, and logistics investing; Stonepeak investment committees .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 0 shares reported as of March 24, 2025 |
| Rights to acquire (OP/LTIP/RSUs within 60 days) | 0 reported |
| Ownership as % of outstanding | 0.0% (less than 1%) |
| Pledged shares | None; no shares beneficially owned by any executive officer, director, or director nominee have been pledged as security |
| Stock ownership policy | Non-employee directors must hold ≥ 5x annual cash retainer; compliance required by July 24, 2029 (or 5 years after appointment), per policy |
Governance Assessment
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Strengths
- Independent director with deep finance/logistics expertise; Stonepeak T&L leadership and multiple logistics/infrastructure board roles .
- Attendance: Board and committee participation in 2024 met or exceeded company’s 75% expectation; independent director executive sessions in place; Lead Independent Director structure .
- Audit Committee is fully independent and financially literate; three members qualify as “audit committee financial experts” (Wyper is not a member) .
- Company-level governance policies: Code of Conduct; insider trading policy prohibits hedging, short sales, collars, margin purchases and pledging; director/NEO stock ownership guidelines; compensation clawback policy (Section 16 officers) .
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Watch items / potential conflicts
- Controlled company governance: Compensation and Nominating committees are not fully independent; Compensation Committee is chaired by a Co-Executive Chairman; Wyper (investor designee) serves on the Compensation Committee—sensitive for pay oversight and potential perceived influence by significant shareholders .
- Zero personal beneficial ownership disclosed for Wyper; while common for investor designees, it reduces direct personal alignment unless via Stonepeak’s economic exposure (not attributed to him personally in the ownership table) .
- Related-party alignment considerations: Stonepeak nomination rights; possibility that Stonepeak elects Cash Settlement in the legacy equity process where Wyper “may have an interest” in cash paid by Lineage; overlapping governance at Emergent Cold LatAm where Lineage owns 8.8% and has an option to purchase, and where Lineage’s Co-Executive Chairman also chairs the board .
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Net view for investors
- Wyper brings domain expertise and independent status; however, his investor-designee status on the Compensation Committee, lack of personal share ownership, and interlocks tied to Stonepeak-related processes warrant monitoring for conflicts and perceived independence in compensation and related-party decisions .