Jimmy Staton
Venture GlobalAbout Jimmy Staton
Jimmy Staton (age 64) is an independent director of Venture Global, Inc. (VG), serving since 2023, and a member of the Audit Committee where he is designated an “Audit Committee financial expert.” He previously served on the board of subsidiary Venture Global LNG, Inc. (VGLNG) since 2014 and was VGLNG’s Executive Vice President from January 2015 to November 2016, bringing decades of utility, gas distribution, and pipeline leadership to VG’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Global LNG, Inc. (subsidiary) | Executive Vice President | Jan 2015 – Nov 2016 | Senior operating leadership in LNG development |
| NiSource, Inc. (NYSE: NI) | Executive Vice President and Group CEO | 2008 – 2014 | Led gas/electric utility operations; strategic oversight |
| Dominion Resources, Inc. (NYSE: D) | Senior executive roles | 1993 – 2008 | Multiple senior positions across utility businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| South Carolina Public Service Authority (Santee Cooper) | President & CEO | Since Mar 2022 | State-owned electric and water utility serving ~2M power customers and >200k water customers |
| Southern Star Central Corporation | President & CEO | 2017 – 2022 | Private natural gas pipeline operator (Midwest US) |
| Industry organizations | Director/Board member | Various | Edison Electric Institute, INGAA, AGA, American Gas Foundation, Southern Gas Association |
Board Governance
- Independence: The Board determined Jimmy Staton is independent under SEC and NYSE standards .
- Committee assignments: Audit Committee member; Audit Chair is Andrew Orekar. Staton, Orekar, and Christie are all Audit Committee “financial experts” .
- Attendance and engagement: Board held 4 regular and 1 special meeting in 2024; each director attended 100% of Board and applicable committee meetings .
- Controlled company status: VG Partners controls ~97.8% total voting power; VG utilizes NYSE “controlled company” exemptions and does not have fully independent Compensation or Nominating/Governance Committees (Audit Committee is fully independent) .
- Executive sessions: Independent directors appoint a presiding director for each meeting of non-management directors on an ad hoc basis (no standing Lead Independent Director) .
Fixed Compensation
| Director (2024) | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Jimmy Staton | 240,000 | 240,000 |
Director compensation policy (post-IPO):
- Annual cash retainer: $240,000
- Committee chair retainers: Audit $50,000; Compensation $40,000; Nominating & Governance $40,000
- Committee membership fee: $25,000 per committee
- Prior to IPO: $60,000 per Board meeting; initial option grants at appointment vesting quarterly over 4 years
Performance Compensation
| Element | Structure | Value/Terms |
|---|---|---|
| Annual director equity grant | Options or RSUs | $200,000 grant-date value; vests in equal annual installments over 4 years |
| Initial director equity grant | Options or RSUs | Grant-date value determined by Compensation Committee; vests in equal annual installments over 4 years |
- No performance metrics disclosed for director compensation (equity grants time-vest; not performance-vested) .
Other Directorships & Interlocks
| Company/Organization | Role | Public company? | Potential interlocks/conflicts disclosed |
|---|---|---|---|
| Santee Cooper | President & CEO | No (state authority) | None disclosed |
| Southern Star Central Corporation | President & CEO (prior) | No (private) | None disclosed |
| Industry associations (EEI, INGAA, AGA, American Gas Foundation, SGA) | Board roles | N/A | None disclosed |
- No current public company directorships disclosed for Staton; industry association boards noted .
Expertise & Qualifications
- Utilities and energy infrastructure leadership across gas distribution, electric utilities, and interstate pipelines .
- Audit Committee financial expertise designation, meeting NYSE/SEC standards .
- Multi-decade executive experience in operating, regulatory, and board oversight in the sector .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Percent of Class A Outstanding |
|---|---|---|
| Jimmy Staton | 2,309,165 | <1% (*) |
- Company prohibits hedging, short sales, and pledging of company securities, with limited preapproved exceptions; directors are subject to these restrictions .
- Director ownership guidelines: Not disclosed in the proxy; no compliance status disclosed .
Related-Party Transactions and Conflicts
- Cash settlements of expiring VGLNG option awards: Staton received $10.0 million on April 8, 2024 and $29.2 million on January 12, 2025 for options originally granted in 2014 and 2015 (as director and employee of VGLNG, respectively) .
- Audit Committee reviews related-person transactions and potential conflicts; maintains policies for approval and oversight (includes clawback policy administration for compensation restatements) .
Governance Assessment
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Strengths:
- Independent Audit Committee with three “financial experts” (includes Staton); robust oversight over financial reporting, auditor independence, and related-party transactions .
- 100% Board and committee attendance in 2024 indicates high engagement .
- Clear insider trading, hedging, and pledging prohibitions supporting alignment .
-
Concerns/RED FLAGS:
- Controlled company status with non-independent Compensation and Nominating/Governance Committees reduces minority shareholder protections .
- Large related-party cash settlements to Staton for expiring option awards ($39.2 million across 2024–2025) could be perceived as alignment risk or legacy award windfalls; merits scrutiny of award terms and approval process .
- No disclosed director stock ownership guidelines or alignment targets for non-employee directors in proxy; limits assessment of “skin-in-the-game” beyond beneficial holdings .
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Signals to monitor:
- Implementation and transparency of the director equity grant program post-IPO (type, vesting, dilution) .
- Any future related-party dealings or amendments involving directors; ensure Audit Committee oversight remains robust .
- Evolution toward fully independent Compensation and Nominating/Governance Committees if/when controlled company status changes .
Attendance and committee participation are strong; Audit oversight credentials are solid. The controlled company framework and the magnitude of legacy option cash settlements for Staton warrant investor vigilance on director independence in compensation matters and related-party transparency .