James J. Bender
About James J. Bender
Independent director at Two Harbors Investment Corp. (TWO) since 2013; age 68. Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee; affirmed independent by the Board. Education: B.A. in Mathematics (St. Olaf College) and J.D. (University of Minnesota Law School). Prior public company executive/legal leadership across energy infrastructure and pipelines informs his governance and regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WPX Energy, Inc. (NYSE: WPX) | President & CEO; Director | Dec 2013 – May 2014 | Led energy E&P company; governance and capital markets oversight . |
| WPX Energy, Inc. | SVP, Special Projects | May 2014 – Jul 2014 | Transition leadership on strategic projects . |
| WPX Energy, Inc. | SVP & General Counsel | Apr 2011 – Dec 2013 | Corporate governance and regulatory matters . |
| The Williams Companies, Inc. | General Counsel & Corporate Secretary | Dec 2002 – Dec 2011 | Public company governance, disclosure, and compliance . |
| Williams Partners GP LLC (general partner of Williams Partners L.P.) | General Counsel | Sep 2005 – Dec 2011 | Oversight of MLP governance/legal . |
| General partner of Williams Pipeline Partners L.P. | General Counsel | 2007 – Aug 2010 | Pipeline partnership legal leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shell Midstream Partners, L.P. (NYSE: SHLX) | Director of the general partner | Oct 2014 – Oct 2022 | Energy midstream board service . |
| Apco Oil & Gas International Inc. (NASDAQ: APAGF) | Director & Chairman | Dec 2013 – Aug 2014 | Affiliate of WPX Energy . |
| Orion Infrastructure Capital (private) | Senior Advisory Board Member | Until Jun 2023 | Private equity advisory (non-public) . |
| Other Public Company Boards (current) | — | 2025 | 0 current public boards . |
Board Governance
- Committee assignments: Compensation (member) and Nominating & Corporate Governance (Chair). All Board committees are fully independent .
- Independence: Board affirmatively determined Bender meets NYSE independence standards .
- Attendance: Board met 5 times in 2024; committees met AC 6, CC 3, NCGC 2, ROC 1. Each director attended at least 75% of aggregate Board and applicable committee meetings; all then-current directors attended the May 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session without management .
- Leadership: Independent Chairperson of the Board (Stephen G. Kasnet) separate from CEO .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $98,000 | Paid quarterly . |
| Committee chair fee (NGCG Chair) | $15,000 | Cash; applicable to Chairs of CC/ROC/NCGC . |
| Total cash paid (Bender) | $113,000 | Per Summary of 2024 Independent Director Compensation . |
| Annual RSU grant value | $117,988 | Granted May 15, 2024 under 2021 Plan; closes at $12.96/share . |
| Total compensation (Bender) | $230,988 | Cash + stock awards . |
- Director compensation mix is cash plus equity. RSUs for directors fully vest at the next annual meeting, with pro‑rata vesting upon early termination (except death/disability full vest); double-trigger vesting upon change-of-control if service ends within 24 months or if awards are not assumed by the acquirer .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked pay | Not applicable to independent directors; director equity is time-based RSUs (no TSR/financial performance conditions) . |
| RSU grant date | May 15, 2024 . |
| RSU shares (Bender) | 9,104 RSUs (based on grant-date value) . |
| Vesting schedule | Fully vests at next annual meeting; pro-rata if service ends mid-term; full vest on death/disability . |
| Change-of-control | Double-trigger: full vest if service ends within 24 months post-CoC; immediate vest if awards not assumed by resulting entity . |
| Options | Company did not grant options/SARs in 2024 and currently does not grant such awards . |
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions |
|---|---|---|
| — | — | No related party transactions in 2024; Audit Committee reviews and oversees related party transactions . |
| Compensation Committee Interlocks | — | None; no insider participation or cross-board interlocks involving TWO executives . |
Expertise & Qualifications
- Corporate governance and regulatory expertise; deep experience advising and leading public companies and partnerships in energy and infrastructure .
- Education: B.A. in Mathematics (St. Olaf); J.D. (University of Minnesota Law School) .
- Board qualifications noted by TWO: governance proficiency, regulatory knowledge, and public company board experience .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of Mar 19, 2025) | 35,860 | Includes RSUs scheduled to vest within 60 days; RSUs are not outstanding and have no voting rights until vest . |
| RSUs included (within 60 days) | 9,104 | Included in beneficial count per SEC Rule 13d-3; not counted as outstanding . |
| % of common shares outstanding | <1% | Based on 104,022,948 shares outstanding . |
| Hedging/pledging | Prohibited for directors and officers . | |
| Director stock ownership guideline | May not sell if holdings would be < $300,000 market value; up to 40% of vesting shares may be sold for taxes . |
Shareholder Voting Support (Director Elections)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 56,846,027 | 6,275,846 | 218,268 | 18,537,902 |
| 2024 | 53,423,131 | 10,896,780 | 298,626 | 16,604,806 |
- Advisory say-on-pay support: 2024 approval ~95.6% of votes cast; 2025 vote totals 60,761,479 For vs 2,154,569 Against (and 424,093 Abstain), indicating continued broad support for compensation program .
Insider Trades
| Period | Result |
|---|---|
| 2023-01-01 to 2025-11-20 | No Form 4 transactions found for “James J. Bender” at TWO (insider-trades skill query result). |
Governance Assessment
- Positives:
- Independent director with 12 years of service; Chair of Nominating & Corporate Governance Committee, providing direct oversight of board composition, governance policies, CSR, and sustainability matters .
- Strong governance framework: majority-independent board; independent Chair; regular executive sessions; declassified board; majority vote standard with resignation policy .
- Attendance and engagement: met at least 75% attendance; directors encouraged to attend annual meetings; Bender’s committees met regularly (CC 3; NCGC 2) in 2024 .
- Alignment features: director equity grants; stock ownership guidelines with $300k floor; prohibition on hedging/pledging; no related party transactions reported in 2024 .
- Compensation governance: independent Compensation Committee advised by independent consultant (Pay Governance) with no conflicts; robust clawback policy updated for NYSE rules .
- Red flags / watch items:
- Elevated “Against” votes relative to other nominees in both 2024 and 2025 (Bender had the highest opposition counts each year among nominees), indicating a subset of shareholder concerns; continued monitoring of vote trends warranted .
- No current public company board roles (reduces outside interlocks; neutral), but prior energy midstream affiliations should be monitored for any future related-party exposure; none disclosed for 2024 .
Overall, Bender’s legal and governance background, committee leadership, and independence support board effectiveness at TWO, with shareholder vote signals to monitor. High say-on-pay approvals and strict anti-hedging/pledging and ownership guidelines reinforce alignment, while absence of related-party transactions reduces conflict risk .