Cynthia Warner
SEMPRAAbout Cynthia J. Warner
Cynthia J. (CJ) Warner, age 66, has served on Sempra’s board since 2019 and is the company’s Lead Independent Director since the 2022 annual meeting. She is an energy-transition operator and board leader: former CEO of Renewable Energy Group (biofuels), former EVP at Andeavor (Tesoro), and a 25-year BP/Amoco alum; she also holds multiple policy and academic board roles focused on energy and sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renewable Energy Group, Inc. (REGI) | President & Chief Executive Officer | Jan 2019 – May 2022 | Led advanced biofuels operator; acquisition by Chevron concluded tenure |
| Andeavor (f/k/a Tesoro) | EVP Operations | 2016 – 2018 | Operations leadership at refiner/marketer |
| Andeavor (f/k/a Tesoro) | EVP Strategy & Business Development | 2014 – 2016 | Strategy/M&A; energy-transition positioning |
| Sapphire Energy | Chairman & CEO | Prior to 2014 | Early-stage low-carbon fuels leadership |
| BP/Amoco | Various senior roles | ~25 years | Global scale energy executive experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Director | Current | Large-cap IOC governance exposure |
| Bloom Energy | Director | Current | Distributed energy technology oversight |
| Vanderbilt University | Board of Trust; Board of Visitors (Engineering) | Current | Academic governance and STEM advisory |
| Columbia University CGEP | Executive Committee, Board of Advisors | Current | Energy policy advisory |
| University of the Incarnate Word | Trustee | Current | Community and academic governance |
| Prior boards | Director, REGI and IDEX Corporation | Prior | Public company board experience |
Board Governance
- Independence: Independent director and Lead Independent Director; nine of 11 nominees are independent .
- Lead Independent Director mandate: Approves agendas/materials, presides over executive sessions, principal liaison between independents and Chair/CEO, can call special meetings, engages major shareholders, and co-leads succession planning with Comp Committee Chair and Chair/CEO .
- Committee assignments: Corporate Governance; Safety, Sustainability & Technology (SST); Executive; no chair roles listed for Warner .
- Board/committee cadence: 2024 meetings—Board: 5; Committees—Audit: 6; Compensation & Talent Development (CTD): 5; Corporate Governance: 7; SST: 4; Executive: 0 .
- Attendance and engagement: 100% aggregate board and committee attendance by incumbents in 2024; executive sessions at every regular board meeting, presided over by Lead Independent Director when Chair is not present .
- Shareholder engagement: Lead Independent Director is available for consultation and participates in robust engagement cycles on governance/compensation/sustainability .
Fixed Compensation (Director)
| Component | Warner Participation | Amount (USD) | Notes |
|---|---|---|---|
| Annual Base Retainer | Yes | $105,000 | Standard non-employee director base |
| Lead Independent Director Retainer | Yes | $50,000 | LID role premium |
| Committee Member Retainers | Corporate Governance, SST, Executive | $30,000 | $10,000 per committee (non-Audit) |
| Total Cash Fees (2024) | — | $185,000 | Matches reported fees earned |
Performance Compensation (Director)
| Award Type | 2024 Grant Value | Vesting | Settlement | Notes |
|---|---|---|---|---|
| Mandatory Deferred Equity (phantom shares, quarterly) | $50,000 | Immediate vest; held until board separation | Cash at separation (incl. dividend equivalents) | Credited $12,500 per quarter in 2024 |
| Annual Equity Award | $125,071 | Vests at next annual meeting | RSUs settle in shares; phantom shares paid in cash | Warner elected RSUs in 2024 ($125,071) |
| Initial Equity Award (new directors) | N/A | 1-year vest | RSUs or phantom | For new appointees; not applicable to Warner in 2024 |
Other Directorships & Interlocks
| Company | Relationship to Sempra | Potential Interlock Considerations |
|---|---|---|
| Chevron Corporation | Energy sector peer (IOC) | No related-person transactions disclosed; Corporate Governance Committee reviews/approves such transactions; none since beginning of 2024 |
| Bloom Energy | Potential vendor/customer overlaps via energy infrastructure | No related-person transactions disclosed |
Related-party transactions: None requiring disclosure since the beginning of 2024 .
Hedging/pledging: Prohibited for directors and officers .
Expertise & Qualifications
- Energy transition leadership (biofuels, renewables, low-carbon strategies), M&A and operations (Andeavor/Tesoro, BP/Amoco), and sustainable-business governance .
- Public company governance (Chevron, Bloom Energy, prior REGI/IDEX) and policy/academic advisory roles (Vanderbilt, Columbia CGEP) .
- SST domain focus (safety, climate, cyber, technology) via committee work; independent leadership and shareholder engagement via LID role .
Equity Ownership
| Metric | As-of Date | Amount | Notes |
|---|---|---|---|
| Beneficially owned common shares | Mar 20, 2025 | 7,078 | <1% of outstanding shares; 651,913,367 shares outstanding |
| Phantom shares (deferred comp) | Mar 20, 2025 | 9,562 | Tracked to SRE price; paid in cash post-service |
| RSUs outstanding | Dec 31, 2024 | 1,668 | Scheduled to vest at next annual meeting per program |
| Ownership guideline | Policy | 5x base retainer ($525,000) | All non-employee directors met/exceeded or had time to meet at 2024 review |
| Hedging/Pledging | Policy | Prohibited | Alignment safeguard |
Insider Trades (Form 4, 2024–2025)
| Filing Date | Transaction Date | Type | Security | Shares/Units | Price | Post-Transaction Ownership | Source (SEC) |
|---|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-10-01 | Award | Phantom Shares | 324.89 | $0.00 | 12,728.31 | |
| 2025-07-02 | 2025-07-01 | Award | Phantom Shares | 380.68 | $0.00 | 12,299.64 | |
| 2025-05-14 | 2025-05-13 | Award | Phantom Shares | 1,863.44 | $0.00 | 11,918.96 | |
| 2025-04-02 | 2025-04-01 | Award | Phantom Shares | 405.25 | $0.00 | 9,967.52 | |
| 2025-03-07 | 2025-03-06 | Purchase | Common Stock | 700.00 | $70.65 | 8,759.06 | |
| 2025-01-03 | 2025-01-02 | Award | Phantom Shares | 332.84 | $0.00 | 9,493.25 | |
| 2024-10-02 | 2024-10-01 | Award | Phantom Shares | 330.82 | $0.00 | 9,095.53 | |
| 2024-07-02 | 2024-07-01 | Award | Phantom Shares | 370.31 | $0.00 | 8,697.27 | |
| 2024-05-13 | 2024-05-09 | Award | Common Stock | 1,642.00 | $0.00 | 8,020.77 | |
| 2024-04-02 | 2024-04-01 | Award | Phantom Shares | 389.05 | $0.00 | 8,255.42 | |
| 2024-01-03 | 2024-01-02 | Award | Phantom Shares | 366.16 | $0.00 | 7,807.44 |
Governance Assessment
- Board effectiveness: Warner’s LID mandate strengthens oversight via agenda/materials approval, executive sessions, special meeting authority, and direct investor engagement—enhancing independence while the Chair/CEO roles are combined .
- Independence and attendance: Warner is independent and serves as LID; incumbents achieved 100% aggregate attendance in 2024; executive sessions occur at every regular meeting .
- Compensation alignment: Director pay mix balances cash retainers with equity (phantom shares/RSUs), with mandatory deferred equity held until separation; hedging/pledging prohibited; robust ownership guideline of 5x base retainer, with directors meeting/exceeding or within time window .
- Potential conflicts: Despite external public boards (Chevron, Bloom Energy), Corporate Governance Committee reports no related-person transactions requiring disclosure since 2024, reducing near-term conflict risk .
- Signals: Open-market purchase of 700 shares in March 2025 indicates incremental personal alignment; regular quarterly phantom share credits reflect standard board program, not discretionary pay changes .
Overall, Warner’s LID role, independent committee assignments (Corporate Governance and SST), strong attendance, and ongoing equity ownership support investor confidence; current disclosures show no related-party or hedging/pledging red flags .