James Yardley
SEMPRAAbout James C. Yardley
Independent director at Sempra since 2013; age 73; former Executive Vice President at El Paso Corporation with extensive midstream natural gas leadership. Current board committee memberships: Corporate Governance and Safety, Sustainability & Technology; not a committee chair; independence affirmed under NYSE standards . Board refreshment policy sets retirement at earlier of age 75 or 15 years of service, implying nearing age-based cap; tenure at ~12 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Paso Corporation | Executive Vice President; President, Pipeline Group | 2006–2012 | Led interstate gas pipeline operations and midstream assets oversight |
| El Paso Pipeline GP Company LLC | President & CEO (general partner of El Paso Pipeline Partners, L.P.) | 2007–2012 | Governance of MLP owning interstate gas pipelines, storage, midstream |
| Southern Natural Gas Company (formerly El Paso unit) | President | 1998–2006 | Operations leadership in natural gas transmission; now jointly held by Kinder Morgan and Southern Company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Paso Pipeline GP Company LLC | Director (prior) | Not disclosed | Board role at general partner overseeing MLP governance |
| Scorpion Offshore Ltd. | Director (prior) | Not disclosed | Board experience in offshore energy services |
| Current public company directorships | None | — | No current external public boards; reduces interlock/conflict risk |
Board Governance
- Committee memberships: Corporate Governance; Safety, Sustainability & Technology (SST) .
- Independence: Board affirmed Yardley as an independent director under NYSE standards; nine of 11 nominees are independent; all NYSE-required committees are fully independent .
- Attendance and engagement: In 2024, full board held 5 meetings; committees held 28; incumbent directors had 100% aggregate attendance and each attended at least 75% of applicable meetings; executive sessions of non-management directors occur at each regular board meeting .
- Lead Independent Director framework: Robust LID responsibilities (agenda approval, executive sessions, shareholder engagement, special meeting authority) underpin board oversight; Yardley is not LID .
| Committee | 2024 Meetings | Yardley Member | Chair? |
|---|---|---|---|
| Audit | 6 | No | — |
| Compensation & Talent Development | 5 | No | — |
| Corporate Governance | 7 | Yes | No |
| Safety, Sustainability & Technology | 4 | Yes | No |
| Executive | 0 | No | — |
Fixed Compensation
- Structure: Annual base retainer $105,000; other committee member retainers $10,000 per committee; audit member retainer $20,000; no meeting fees disclosed .
- Yardley’s 2024 cash fees total $125,000 (base + two committee memberships) .
- Charitable match “All Other Compensation” up to $25,000 annually; Yardley received $25,000 in 2024 .
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | $125,000 |
| All Other Compensation (charitable match) | $25,000 | $25,000 |
| Total Fixed Compensation | $150,000 | $150,000 |
Performance Compensation
- Equity mix: Mandatory Deferred Equity (quarterly vested phantom shares credited; $12,500 per quarter, $50,000 annually) held until separation; Annual Equity Award of $125,000 (director election of RSUs or phantom shares; vests at next annual meeting). Yardley elected phantom shares for annual award and had no RSUs outstanding at year-end 2024 .
- Vesting: Annual equity awards (RSUs or phantom shares) vest at the date of the next annual meeting; immediate vest on death/disability/removal without cause; forfeiture on other termination before vesting .
| Equity Component | 2023 | 2024 |
|---|---|---|
| Mandatory Deferred Equity (phantom shares, vested quarterly) | $50,000 | $50,000 |
| Annual Equity Award (phantom shares) | $125,000 | $125,000 |
| Restricted Stock Units (RSUs) | $0 | $0 |
| Total Equity Grant Date Value | $175,000 | $175,000 |
| Outstanding Phantom Shares at Year-End | 33,358 (Dec 31, 2023) | 36,786 (Dec 31, 2024) |
| Outstanding RSUs at Year-End | 0 (Dec 31, 2023) | 0 (Dec 31, 2024) |
Other Directorships & Interlocks
- Current public boards: None .
- Prior boards: El Paso Pipeline GP Company LLC; Scorpion Offshore Ltd. .
- Related party transactions: Corporate Governance Committee reported no related person transactions requiring review since the beginning of 2024 .
Expertise & Qualifications
- Deep midstream natural gas operational and governance expertise (El Paso Pipeline Group; Southern Natural Gas; MLP general partner leadership) .
- Experience aligns with Sempra’s energy infrastructure oversight, SST risk domains (safety, cybersecurity, sustainability) via committee service .
Equity Ownership
- Director ownership guideline: 5× base retainer ($525,000), counting phantom shares and unvested service-based RSUs; compliance expected within 5 years; all non-employee directors met/exceeded or had time at the 2024 review .
- Company policies: Prohibition on hedging or pledging company stock .
| As of March 20, 2025 | Shares of Common Stock | Exercisable Options | Total Beneficially Owned | Phantom Shares | Beneficial + Phantom |
|---|---|---|---|---|---|
| James C. Yardley | 5,018 | 0 | 5,018 | 35,527 | 40,545 |
| % of Outstanding Common | <1% (company states each director <1%) | — | — | — | — |
Governance Assessment
- Shareholder support: Yardley elected with strong vote support across recent years; Say-on-pay support robust, indicating investor confidence in governance/compensation programs .
- Attendance/engagement: Board and committees demonstrated high engagement (100% aggregate attendance; executive sessions each regular meeting) .
- Independence/conflicts: Independent status; no related-party transactions; hedging/pledging prohibited; overboarding policy in place and director nominees compliant .
- Refreshment signal: Age 73 under revised retirement policy (earlier of age 75 or 15 years) suggests potential near-term board refresh consideration by or before age cap .
- RED FLAGS: None disclosed for Yardley on related-party transactions, pledging/hedging, attendance, or pay anomalies; equity awards are standard director-level (service-based) .
Director Election Support Trend
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 258,407,128 | 506,865,335 | 527,553,392 |
| % of Votes Cast | 98.48% | 95.60% | 97.44% |
| Votes Against | 3,979,373 | 23,350,099 | 13,834,354 |
| Abstentions | 221,177 | 451,144 | 912,767 |
| Broker Non-Votes | 17,742,738 | 38,472,357 | 39,972,272 |
Say-on-Pay Results (Signal of Pay Governance)
| Year | Votes For | % For | Votes Against | % Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|---|
| 2023 | 214,199,893 | 82.22% | 46,332,508 | 17.78% | 2,075,277 | 17,742,738 |
| 2024 | 489,060,478 | 92.83% | 37,788,327 | 7.17% | 3,817,773 | 38,472,357 |
| 2025 | 511,819,261 | 94.65% | 28,909,895 | 5.35% | 1,571,357 | 39,972,272 |
Notes:
- Director compensation program increased base retainer to $105,000 and annual/initial equity awards to $125,000 starting in 2023; Yardley’s mix remained stable YoY ($325,000 total; $175,000 equity; $125,000 cash; $25,000 match) .
- SST Committee oversees safety, cybersecurity, climate, and sustainability; Yardley’s membership aligns his expertise with enterprise risk oversight priorities .