DEF 14A of Sempra, Mar 25, 2024

DEF 14A of Sempra

Filed Mar 25, 2024 · FY20230001140361-24-014929

Open on EDGAR

  1. 2023 Compensation Overview

    | Performance-Based Annual Bonus | | 80% ABP Earnings (as defined below) • Provides an accurate, comprehensive, and understandable picture of annual financial performance | | 12% Safety Measures (as defined below) • Promotes safe and responsible operations and the safety of customers and employees | | 8% Sustainability Measures (as defined below) • Promotes sustainable operations and strong governance |

  2. 2023 Compensation Overview

    | Long-Term Equity-Based Incentives(1) | | Performance-Based Restricted Stock Units (weighted at two-thirds, collectively) • One-third based on 3-year relative total shareholder return (TSR), allocated evenly between • Relative TSR vs. S&P 500 Utilities Index(2) • Relative TSR vs. S&P 500 Index • One-third based on 3-year EPS CAGR with payout scale set based on forward consensus estimates of EPS CAGR of S&P 500 Utilities Index peers(2) | | Stock Options (weighted at one-third) • Focus on growth and shareholder alignment |

  3. 2023 Compensation Overview

    | (1) As used in this proxy statement, the term “long-term equity-based incentives” refers to the annual long-term incentive plan (LTIP) awards granted on January 3, 2023. |

  4. 2023 Compensation Overview

    | (2) For purposes of long-term equity-based incentives and labor market reviews, all references to the S&P 500 Utilities Index or our S&P 500 Utilities Index peers refer to the companies constituting the S&P 500 Utilities Index, excluding water companies. |

  5. Overview

    | 2023 Non-Employee Director Compensation Program | | | Board Retainers: | | | Annual Base Retainer | $105,000 | | Lead Independent Director Retainer | $50,000 | | Committee Chair Retainers: | | | Audit Committee Chair Retainer | $20,000 | | Compensation and Talent Development Committee Chair Retainer | $15,000 | | Other Committee Chair Retainer(A) | $10,000 | | Committee Member Retainers: | | | Audit Committee Member Retainer | $20,000 | | Other Committee Member Retainer(B) | $10,000 | | Equity: | | | Mandatory Deferred Equity | $50,000 | | Annual Equity Award | $125,000 | | Initial Equity Award for New Director | $125,000 |

  6. Equity

    Equity Each quarter in 2023, non-employee directors were credited with a number of vested phantom shares of our common stock having a market value of $12,500, which we refer to as Mandatory Deferred Equity, and are required to hold these phantom shares until retirement or other separation from the board. Following the director’s retirement or other separation from the board, the current market value of the shares credited to the director’s account (together with related reinvested dividend equivalents) is paid to the director in cash. Directors also received initial or annual equity awards, which are described below. In our 2023 director compensation program, any newly appointed non-employee director would have received an initial equity award having a market value of $125,000 and vesting (together with related reinvested dividend equivalents) on the first anniversary of the grant date. Thereafter, at each annual shareholders meeting (other than any annual meeting that is immediately following and in the same calendar year as the director’s initial appointment to the board), each non-employee director who continues to serve as a director receives an annual equity award having a market value of $125,000 that vests (together with related reinvested dividend equivalents) on the date of the next annual shareholders meeting. Directors could elect to receive the initial and annual equity awards in the form of restricted stock units or phantom shares of our common stock. Unvested restricted stock units or phantom shares of our common stock immediately vest if the director’s service on the board terminates by reason of death, disability or removal without cause. Upon any other termination event, all unvested restricted stock units or phantom shares are forfeited.

  7. 2023 Compensation Program Updates

    | • | The grant date market value of the annual equity award and initial equity award was increased from $115,000 to $125,000. |

  8. Director Compensation Table

    Director Compensation Table We summarize below the 2023 compensation of our non-employee directors who served on our board during the year.

  9. Director Compensation Table

    | | Fees Earned or Paid in Cash | Stock Awards(B) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(C) | All Other Compensation(D) | Total | | Alan L. Boeckmann(A) | $45,673 | $18,269 | $2,045 | $25,000 | $90,987 | | Andrés Conesa | $160,000 | $175,085 | $3,682 | — | $338,767 | | Maria Contreras-Sweet(A) | $49,327 | $18,269 | $283 | $4,000 | $71,879 | | Pablo A. Ferrero | $125,000 | $175,000 | $887 | — | $300,887 | | Richard J. Mark(A) | $48,791 | $141,077 | — | — | $189,868 | | Bethany J. Mayer | $147,747 | $175,085 | — | — | $322,832 | | Michael N. Mears | $137,747 | $175,000 | $5,922 | $20,000 | $338,669 | | Jack T. Taylor | $165,000 | $175,000 | $25,713 | $14,000 | $379,713 | | Cynthia L. Walker(A) | $101,250 | $162,500 | — | — | $263,750 | | Cynthia J. Warner | $188,626 | $175,085 | — | $25,000 | $388,711 | | James C. Yardley | $125,000 | $175,000 | — | $25,000 | $325,000 |

  10. Director Compensation Table

    | (A) Mr. Boeckmann and Ms. Contreras-Sweet were not nominated to stand for reelection at our 2023 annual shareholders meeting and retired from the board effective May 12, 2023. Ms. Walker resigned from the board effective September 7, 2023. Mr. Mark joined the board on August 21, 2023. |

  11. Director Compensation Table

    | (B) Represents the grant date fair value of the equity awards of restricted stock units and phantom shares of our common stock granted during the year. These amounts represent our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 10 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. These awards were valued at the fair market value of our shares at the crediting date without reduction for non-transferability. The amounts set forth in this column are equal to the number of shares subject to 2023 awards multiplied by the grant date closing price of Sempra’s common stock. The restricted stock units are settled in shares of Sempra common stock upon vesting. The phantom shares are paid in cash in accordance with the director’s payout election under the terms of the company’s nonqualified deferred compensation plan following the director’s retirement or other separation from the board. Restricted stock unit awards are rounded up to the next whole number of units at grant, while phantom share awards are not rounded at grant but are rounded to the nearest whole number of shares solely for purposes of presentation in these tables. |

  12. Director Compensation Table

    The following table reflects the components of the stock awards granted to each non-employee director in 2023:

  13. Director Compensation Table

    | | | Equity Grant | | | | | Mandatory Deferred Equity | Phantom Shares | Restricted Stock Units | Total | | Alan L. Boeckmann(1) | $18,269 | — | — | $18,269 | | Andrés Conesa | $50,000 | — | $125,085 | $175,085 | | Maria Contreras-Sweet(1) | $18,269 | — | — | $18,269 | | Pablo A. Ferrero | $50,000 | $125,000 | — | $175,000 | | Richard J. Mark(1) | $16,033 | — | $125,044 | $141,077 | | Bethany J. Mayer | $50,000 | — | $125,085 | $175,085 | | Michael N. Mears | $50,000 | $125,000 | — | $175,000 | | Jack T. Taylor | $50,000 | $125,000 | — | $175,000 | | Cynthia L. Walker(1) | $37,500 | $125,000 | — | $162,500 | | Cynthia J. Warner | $50,000 | — | $125,085 | $175,085 | | James C. Yardley | $50,000 | $125,000 | — | $175,000 |

  14. Director Compensation Table

    | (1) Mandatory deferred equity was prorated for Mr. Boeckmann and Ms. Contreras-Sweet who retired from the board effective May 12, 2023 and for Mr. Mark who joined the board on August 21, 2023. Ms. Walker’s 2023 annual equity grant was forfeited due to her resignation from the board effective September 7, 2023. |

  15. Director Compensation Table

    | | 2024 Proxy Statement | 23 |

  16. Director Compensation Table

    The following table summarizes outstanding equity balances for each non-employee director at December 31, 2023:

  17. Director Compensation Table

    | | Phantom Shares | Restricted Stock Units | Total | | Alan L. Boeckmann | 57,922 | — | 57,922 | | Andrés Conesa | 9,237 | 1,659 | 10,896 | | Maria Contreras-Sweet | 4,161 | — | 4,161 | | Pablo A. Ferrero | 13,421 | — | 13,421 | | Richard J. Mark | 246 | 1,822 | 2,068 | | Bethany J. Mayer | 10,482 | 1,659 | 12,141 | | Michael N. Mears | 14,480 | — | 14,480 | | Jack T. Taylor | 33,901 | — | 33,901 | | Cynthia L. Walker | — | — | — | | Cynthia J. Warner | 7,441 | 1,659 | 9,100 | | James C. Yardley | 33,358 | — | 33,358 |

  18. Director Compensation Table

    | (C) Consists of above-market interest (interest in excess of 120% of the federal long-term rate) on deferred compensation for 2023. None of our directors are eligible for pension benefits so there was no aggregate change in the actuarial value of accumulated benefits under any defined benefit pension plan for any directors in 2023. |

  19. Director Compensation Table

    | (D) Consists of our contributions to charitable, educational and other non-profit organizations to match the personal contributions of directors on a dollar-for-dollar basis up to an annual maximum match of $25,000 for each director. |

  20. Director Compensation Table

    In addition to the compensation for non-employee directors set forth above, Sempra has agreements with these directors that provide for indemnification for monetary damages to the fullest extent permissible under California law, which are intended to help mitigate concerns about personal liability in connection with their service for the company.

  21. Director Compensation Table

    | 24 | | 2024 Proxy Statement |

  22. Director Compensation Table

    Audit Committee Report The Audit Committee of the Board of Directors is composed of the four directors named below, all of whom have been determined by the board to be independent directors. The board also has determined that all members of the committee are financially literate and that Mr. Taylor, the Chair of the committee, is an audit committee financial expert as defined by the rules of the U.S. Securities and Exchange Commission. The committee’s charter, adopted by the board, is posted on the company’s website at www.sempra.com under the “Corporate governance” tab of the “Investors” tab. The committee’s responsibilities include appointing the company’s independent registered public accounting firm, pre-approving both audit and non-audit services to be provided by the firm and assisting the board in providing oversight of the company’s financial reporting process. In fulfilling its oversight responsibilities, the committee meets with the company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal control and financial reporting matters. It is not the committee’s responsibility to plan or conduct audits or to determine that the company’s financial statements and disclosures are complete, accurate and in accordance with accounting principles generally accepted in the United States of America and applicable laws, rules and regulations. Management is responsible for the company’s financial statements, including the estimates and judgments on which they are based, as well as the company’s financial reporting process, accounting policies, internal audit function, internal control over financial reporting, disclosure controls and procedures, and risk management. The company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an audit of the company’s annual financial statements, expressing an opinion as to the conformity, in all material respects, of the annual financial statements with accounting principles generally accepted in the United States of America, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting and performing reviews of the company’s quarterly financial statements. The committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission, which require the independent registered public accounting firm to communicate information to the committee regarding the scope and results of its audit of the company’s financial statements, including information with respect to the firm’s responsibilities under auditing standards generally accepted in the United States of America, significant accounting policies, management judgments and estimates, any significant unusual transactions or audit adjustments, any disagreements with management and any difficulties encountered in performing the audit and other similar matters required to be discussed with the committee by those standards. The committee also has received from Deloitte & Touche LLP a report providing the disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. Deloitte & Touche LLP also has discussed its independence with the committee and confirmed in the report that, in its professional judgment, it is independent of the company within the meaning of the federal securities laws. The committee also considered whether Deloitte & Touche LLP’s provision of non-audit services to the company and its affiliates is compatible with its independence. The committee also has reviewed and discussed with the company’s management the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, and management’s report on internal control over financial reporting. Management has confirmed to the committee that the financial statements have been prepared with integrity and objectivity and that management has maintained an effective system of internal control over financial reporting. Deloitte & Touche LLP has expressed its professional opinions that the financial statements present fairly, in all material respects, the financial position and results of operations of the company in conformity with accounting principles generally accepted in the United States of America, and that management has maintained, in all material respects, an effective system of internal control over financial reporting. In addition, the company’s Chief Executive Officer and Chief Financial Officer have reviewed with the committee the certifications that each will file with the U.S. Securities and Exchange Commission pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the policies and procedures management has adopted to support the certifications. Based on these considerations, the Audit Committee has recommended to the Board of Directors that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.

  23. Director Compensation Table

    | Audit Committee Jack T. Taylor, Chair Andrés Conesa Richard J. Mark Bethany J. Mayer |

  24. Director Compensation Table

    | | 2024 Proxy Statement | 25 |

  25. Director Compensation Table

    Share Ownership The following table shows the number of shares of our common stock (rounded down to the nearest whole share where applicable) beneficially owned as of March 8, 2024, by each of our directors, by each of our executive officers named in the executive compensation tables in this proxy statement (named executive officers), and by all of our directors and executive officers as a group. The shares of common stock beneficially owned by each of our directors and named executive officers and by our directors and executive officers as a group in each case total less than 1% of our outstanding shares of common stock. In calculating these percentages, shares under the heading “Phantom Shares” are not included because these phantom shares (i) cannot be voted and (ii) may only be settled for cash or cannot be settled for shares of our common stock within 60 days after March 8, 2024. As of March 8, 2024, 632,535,806 shares of our common stock were outstanding.

  26. Director Compensation Table

    | Name | Shares of Sempra Common Stock(A) | Shares Subject to Exercisable Options(B) | Total Shares Beneficially Owned(C) | Phantom Shares(D) | Total Shares Beneficially Owned Plus Phantom Shares(E) | | Andrés Conesa | 17,406 | — | 17,406 | 9,475 | 26,881 | | Pablo A. Ferrero | 11,233 | — | 11,233 | 12,021 | 23,254 | | Richard J. Mark | — | — | — | 412 | 412 | | Jeffrey W. Martin | 18,538 | 1,047,566 | 1,066,104 | 146,170 | 1,212,274 | | Bethany J. Mayer | 1,357 | — | 1,357 | 10,730 | 12,087 | | Michael N. Mears | 4,000 | — | 4,000 | 13,088 | 17,088 | | Trevor I. Mihalik | 8,875 | 218,112 | 226,987 | 36,442 | 263,429 | | Kevin C. Sagara | 49,332 | 129,810 | 179,142 | 28,923 | 208,065 | | Karen L. Sedgwick | 33,607 | — | 33,607 | — | 33,607 | | Jack T. Taylor | 262 | — | 262 | 32,663 | 32,925 | | Peter R. Wall | 11,633 | — | 11,633 | — | 11,633 | | Cynthia J. Warner | 4,691 | — | 4,691 | 7,866 | 12,557 | | James C. Yardley | — | — | — | 32,115 | 32,115 | | Directors and Executive Officers as a Group (14 persons) | 128,856 | 1,265,678 | 1,394,534 | 316,248 | 1,710,782 |

  27. Director Compensation Table

    | (A) None of our directors or executive officers beneficially owned any shares of our 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C, as of March 8, 2024; therefore, no such shares are shown in this table. |

  28. Director Compensation Table

    | (B) Shares that may be acquired through the exercise of stock options that currently are exercisable or will become exercisable within 60 days after March 8, 2024. |

  29. Director Compensation Table

    | (C) Except as otherwise indicated, we believe, based on information furnished to us, that the persons named in this table have sole voting and sole investment power with respect to all beneficially owned shares of our common stock, subject to applicable community property laws. |

  30. Director Compensation Table

    | (D) Phantom shares represent deferred compensation deemed invested in shares of our common stock. These phantom shares track the performance of our common stock but cannot be voted and may only be settled for cash, except for 10,627 phantom shares deferred by Mr. Mihalik and 495 phantom shares deferred by another executive officer, in each case in connection with the vesting of certain performance-based restricted stock units, which also cannot be voted but may only be settled for shares of our common stock following separation of service from the company. All phantom shares are either fully vested or will vest within 60 days after March 8, 2024. |

  31. Director Compensation Table

    | (E) Although we are not required to present this total of beneficially owned shares plus phantom shares because phantom shares are not considered beneficially owned by applicable SEC rules, we believe this information provides a more complete picture of the financial stake that our directors and executive officers have in our company, which is why we include these shares when determining compliance with our share ownership guidelines. |

  32. Director Compensation Table

    For information regarding share ownership guidelines applicable to our directors and officers, see “Corporate Governance—Board of Directors—Director Share Ownership Guideline” and “Executive Compensation—Compensation Discussion and Analysis—Share Ownership Guidelines,” respectively.

  33. Director Compensation Table

    | 26 | | 2024 Proxy Statement |

  34. Director Compensation Table

    Share Ownership Based on a review through March 8, 2024 of filings made under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (Exchange Act), the following table shows each person or entity known by us to be a beneficial owner of more than 5% of our common stock:

  35. Director Compensation Table

    | Name and Address of Beneficial Owner | Shares of Sempra Common Stock | Percent of Class(E) | | BlackRock, Inc.(A) 55 East 52nd Street New York, NY 10055 | 63,318,735 | 10.0% | | The Vanguard Group(B) 100 Vanguard Blvd. Malvern, PA 19355 | 61,166,858 | 9.7% | | Capital International Investors, division of Capital Research and Management Company(C) 333 South Hope Street, 55th Floor Los Angeles, CA 90071 | 56,098,217 | 8.9% | | State Street Corporation(D) State Street Financial Center 1 Lincoln Street Boston, MA 02111 | 34,247,325 | 5.4% |

  36. Director Compensation Table

    | (A) The information regarding BlackRock, Inc. is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 24, 2024 reflecting shares of our common stock beneficially owned as of December 31, 2023 (the BlackRock 13G/A). According to the BlackRock 13G/A, includes sole voting power with respect to 58,054,302 shares and sole dispositive power with respect to 63,318,735 shares. |

  37. Director Compensation Table

    | (B) The information regarding The Vanguard Group is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024 reflecting shares of our common stock beneficially owned as of December 29, 2023 (the Vanguard 13G/A). According to the Vanguard 13G/A, includes shared voting power with respect to 1,084,351 shares, sole dispositive power with respect to 58,183,289 shares and shared dispositive power with respect to 2,983,569 shares. |

  38. Director Compensation Table

    | (C) The information regarding Capital International Investors, a division of Capital Research and Management Company, as well as certain of its investment management subsidiaries and affiliates (Capital), is based solely on a Schedule 13G/A filed by Capital with the SEC on February 9, 2024 reflecting shares of our common stock beneficially owned as of December 29, 2023 (the Capital 13G/A). According to the Capital 13G/A, includes sole voting power with respect to 55,764,521 shares of our common stock and sole dispositive power with respect to 56,098,217 shares. |

  39. Director Compensation Table

    | (D) The information regarding State Street Corporation is based solely on a Schedule 13G/A filed by State Street Corporation with the SEC on January 30, 2024 reflecting shares of our common stock beneficially owned as of December 31, 2023 (the State Street 13G/A). According to the State Street 13G/A, includes shared voting power with respect to 21,709,425 shares and shared dispositive power with respect to 34,147,957 shares. |

  40. Director Compensation Table

    | (E) The percentages are calculated based on (i) the number of shares of our common stock reflected as being beneficially owned by each beneficial owner as of December 29 or December 31, 2023, as applicable, in its filing made under Section 13(g) of the Exchange Act as described in the other footnotes to this table, and (ii) 632,535,806 shares of our common stock outstanding as of March 8, 2024. |

  41. Director Compensation Table

    | | 2024 Proxy Statement | 27 |

  42. Director Compensation Table

    Board of Directors Proposals Proposals 1, 2 and 3 have been included in this proxy statement at the direction of the Board of Directors. The board recommends that you vote “FOR” each of the nine director nominees named in this proxy statement on Proposal 1 and “FOR” each of Proposals 2 and 3.

  43. Director Compensation Table

    | Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement |

  44. Director Compensation Table

    Directors are elected at each annual meeting of our shareholders for terms expiring at the next annual meeting of our shareholders. The Board of Directors has nominated the following individuals to stand for election as directors at the Annual Shareholders Meeting, all of whom are currently directors:

  45. Director Compensation Table

    | Andrés Conesa | Jeffrey W. Martin | Jack T. Taylor | | Pablo A. Ferrero | Bethany J. Mayer | Cynthia J. Warner | | Richard J. Mark | Michael N. Mears | James C. Yardley |

  46. Director Compensation Table

    Properly executed proxies will be voted “FOR” each of these nine nominees unless other voting instructions are provided. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by the board. In no event may the proxies be voted for more than nine nominees. The board has determined that each non-employee nominee is an independent director under the NYSE independence standards. Information about director independence is described under “Corporate Governance—Board of Directors—Director Independence.” Sempra has a strong track record of maintaining board diversity through its thoughtful board refreshment process. Of the director nominees named in this proxy statement, 56% are women or people of color; 22% have served less than five years (excluding Bethany J. Mayer from this group due to her service on our board prior to her current appointment), with an average tenure of 7 years; and 89% are independent directors under NYSE independence standards. Sempra’s refreshment process has enhanced the diversity of our board across key characteristics, including tenure, racial and ethnic and gender diversity. Since 2017 until changes in board composition in 2023, Sempra’s board has exceeded 30% gender diversity and 50% overall board diversity. As noted above, Sempra’s board is committed to reflecting diversity in its composition and considers this in its overall refreshment strategy. The following summarizes the diversity, tenure and independence of our directors nominated to stand for election at the Annual Shareholders Meeting:

  47. Director Compensation Table

    | 28 | | 2024 Proxy Statement |

  48. Director Compensation Table

    Our board possesses robust breadth and depth of experience and qualifications to oversee the company’s multiple businesses and global operations. The following sets forth the aggregate experience, skills and qualifications of the director nominees named in this proxy statement in areas of particular importance to our businesses:

  49. Skills and Experience

    Skills and Experience

  50. Skills and Experience

    | | 2024 Proxy Statement | 29 |

  51. Skills and Experience

    Biographical information regarding each director nominee named in this proxy statement and his or her qualifications to serve as a director are set forth on the succeeding pages. In each biography below, unless otherwise indicated, the year shown as the beginning of each director’s tenure on the board is the year during which the director was first elected or appointed as a director of Sempra, and the age shown for each director is as of the mailing date of this proxy statement.

  52. Skills and Experience

    | Andrés Conesa, Ph.D. | INDEPENDENT DIRECTOR Chief Executive Officer, Grupo Aeroméxico, S.A.B. de C.V. | | | | Age: 54 Director since: 2017 | Board committees: Compensation and Talent Development (Chair) | Audit | Executive Other public boards: Grupo Aeroméxico, S.A.B. de C.V | | | Contributions Dr. Conesa has extensive knowledge of international business activities and has been a leader in promoting sustainable business practices in the air transportation industry. His deep experience with Mexican political, regulatory and financial stakeholders as well as leading organizations through significant political, technology and market change make him a valuable member of our board. | Experience Dr. Conesa has been the Chief Executive Officer and a director of Grupo Aeroméxico, S.A.B. de C.V., an air transportation services company, since 2005. Previously, Dr. Conesa held several positions in the Mexico Federal Government: from 2003 to 2005, he was Chairman of the Board of Directors of CINTRA (the holding company of Aeroméxico and Mexicana), and from 1991 to 2004, he served in various capacities at the Mexican Ministry of Finance, most recently as Deputy Undersecretary of Public Credit. He was a member of the Board of Governors of the International Air Transport Association from 2008 until 2018 and served as its Chairman during the 2015 term. Dr. Conesa serves as the Chairman of SkyTeam, a global alliance of airlines. He is a former director of IEnova, Genomma Lab International and the Mexican Stock Exchange. | |

  53. Skills and Experience

    | Pablo A. Ferrero | INDEPENDENT DIRECTOR Independent Energy Consultant | | | | Age: 61 Director since: 2013 | Board committees: Compensation and Talent Development | Corporate Governance Other public boards: None | | | Contributions Mr. Ferrero has extensive executive and board experience in the global energy industry. He has a deep understanding of the energy industry and in particular international energy operations, utility practice and procedure and sustainable development, including clean energy technologies, finance and energy policy. This understanding of international energy operations coupled with his long tenure in roles through the energy industry value chain, make him a valuable member of our board. | Experience Mr. Ferrero is an independent energy consultant and serves as executive director at MSU Energy, a private power generation company in Argentina. From 2006 to 2011, Mr. Ferrero served as Executive Vice President for the Southern Cone at AEI Energy, a power generation and distribution and gas transmission and distribution company. From 2004 to 2006, he was the Chief Executive Officer of Transportadora de Gas del Sur S.A. Prior to that, he served in several executive functions at Perez Companc. He is a former director of Metrogas, Pampa Energía, RDA Renting, S.A., Petrobras Energía, EDESA Holding, Emgasud, Servicios Petroleros Argentina, Refinor, Oldelval, Termap, Chilquinta Energía (Chile), Luz del Sur (Peru), Petrolera Andina (Bolivia) and Promigas (Colombia). He was Chairman of the Board of Directors of TGS, Transener, Emdersa and EDEN. Mr. Ferrero served as a member of the Board of Directors of the Argentine Business Council for Sustainable Development, a partner organization to the World Business Council for Sustainable Development, from 2004 to 2006. | |

  54. Skills and Experience

    | 30 | | 2024 Proxy Statement |

  55. Skills and Experience

    | Richard J. Mark | INDEPENDENT DIRECTOR Retired, Chairman and President, Ameren Illinois Company | | | | Age: 68 Director since: 2023 | Board committees: Audit | Compensation and Talent Development Other public boards: Tenet Healthcare Corporation | | | Contributions Mr. Mark brings extensive experience and leadership in the regulated electric and gas utility industry. This industry leadership experience makes him a valuable member of our board. | Experience Mr. Mark served as Chairman and President of Ameren Illinois Company, an electric and gas regulated utility and wholly owned subsidiary of Ameren Corporation (AEE), from 2012 until 2022. Mr. Mark joined Ameren in 2002 as Vice President of Customer Services and held a series of increasingly responsible management positions, including Senior Vice President, Customer Operations of Ameren Missouri where he oversaw electric and gas operations. Prior to joining Ameren, Mr. Mark was with Ancilla Systems Inc. where he served as President and Chief Executive Officer of St. Mary’s Hospital in East St. Louis, Illinois. Mr. Mark is an NACD Board Leadership Fellow and a director of the Abraham Lincoln Presidential Library Foundation. Mr. Mark is a director of Tenet Healthcare Corporation and a former director of Ameren Illinois Company. | |

  56. Skills and Experience

    | Jeffrey W. Martin | CHAIRMAN OF THE BOARD Chief Executive Officer and President, Sempra | | | | Age: 62 Director since: 2018 | Board committees: Executive (Chair) Other public boards: Oncor | | | Contributions Mr. Martin, in his position as Chairman and Chief Executive Officer of Sempra, oversees the management of all aspects of our businesses and leads the overall governance activities of the Board of Directors. His performance and leadership in previous senior executive positions at Sempra, his experience as an employee of the company and its subsidiaries for more than 19 years, and his broad understanding of finance, law and the energy industry, including renewables, emerging technologies and global energy policy, make him a valuable member and leader of our board. | Experience Mr. Martin has served as a director and as the Chairman and Chief Executive Officer of Sempra since 2018, and since 2020 he also has served as Sempra’s President. Previously, Mr. Martin served as Executive Vice President and Chief Financial Officer of the company from 2017 to 2018. Prior to that, he served as the Chief Executive Officer and a director at SDG&E beginning in 2014 and was appointed as President and Chairman in 2015, serving in each of these offices through 2016. From 2010 to 2013, Mr. Martin served as Chief Executive Officer and President of Sempra U.S. Gas & Power (USGP), a previous business unit of the company, and USGP’s predecessor organization, Sempra Generation. Earlier, he served as Vice President of Investor Relations for Sempra. Prior to joining the company in 2004, Mr. Martin was Chief Financial Officer of NewEnergy, Inc. He also formerly served as corporate counsel at Unisource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin currently serves as a director of Oncor, which Sempra indirectly owns at the 80.25% level. Mr. Martin serves on the board of directors of the American Petroleum Institute. He also is a governor of the Oil and Gas community and Electricity community for the World Economic Forum, and represents Sempra as part of the International Business Council of the World Economic Forum. He previously served on the boards of directors of SoCalGas, the Edison Electric Institute, Business Roundtable, California Chamber of Commerce and National Association of Manufacturers and on the board of trustees of the University of San Diego. | |

  57. Skills and Experience

    | | 2024 Proxy Statement | 31 |

  58. Skills and Experience

    | Bethany J. Mayer | INDEPENDENT DIRECTOR Executive Advisor, Siris Capital Group, LLC | | | | Age: 62 Director since: 2019 | Board committees: Safety, Sustainability and Technology (Chair) | Audit | Executive Other public boards: Box Inc., Hewlett Packard Enterprise and LAM Research Corporation | | | Contributions Ms. Mayer has extensive public company board, executive management and technology experience. Her deep experience in network security, MSc in cybersecurity and experience leading digital transformation along with her leadership and governance experience make her a valuable member of our board. | Experience Ms. Mayer previously served as a director of Sempra from February 2017 until October 2018 when she was appointed Executive Vice President – Corporate Development and Technology of the company from November 2018 to January 2019. From January 2018 to May 2021, she was an Executive Partner at Siris Capital Group LLC, a private equity firm that invests in technology companies, and in May 2021 became an Executive Advisor to Siris. From April to December 2017, Ms. Mayer was the President of Ixia Solutions Group of Keysight Technologies, an electronics testing and measurement equipment and software manufacturing company. From 2014 until its acquisition by Keysight Technologies in 2017 she was the President and Chief Executive Officer and a director of Ixia, a provider of testing, visibility and security solutions for physical and virtual networks. Prior to joining Ixia, Ms. Mayer held several key executive roles at HP since 2010, including as Senior Vice President and General Manager of HP’s Network Business Unit. Prior to joining HP, Ms. Mayer served as Senior Vice President, Worldwide Marketing and Corporate Development at Blue Coat Systems and, before that, she held roles at Cisco Systems, Apple Computer and Lockheed Martin. Ms. Mayer holds a Master of Science degree in cybersecurity risk and strategy from New York University, an executive Master of Business Administration from California State University, Monterey Bay, and a Bachelor of Science from Santa Clara University. She also has a certification in artificial intelligence from the University of California at Berkeley. Ms. Mayer is the non-executive Chair of the board of Box Inc. and Chair of its compensation committee. Ms. Mayer also is a board member of Hewlett Packard Enterprise and LAM Research Corporation. She is a former director of Marvell Technology Group Ltd and Delphi Automotive plc. | |

  59. Skills and Experience

    | Michael N. Mears | INDEPENDENT DIRECTOR Retired, Chairman, President and Chief Executive Officer, Magellan Midstream Partners, L.P. | | | | Age: 61 Director since: 2018 | Board committees: Corporate Governance (Chair) | Safety, Sustainability and Technology | Executive Other public boards: Devon Energy Corporation | | | Contributions Mr. Mears possesses extensive executive and public company board and energy industry experience, including in midstream investments and operations. His commercial and operational expertise in the context of global energy markets and the energy transition make him a valuable member of our board. | Experience Mr. Mears served as Chairman, President and Chief Executive Officer of Magellan Midstream Partners, L.P., which transports, stores and distributes petroleum and petroleum products, from 2011 to 2022. From 2008 through 2011, he served as Chief Operating Officer of Magellan. Mr. Mears was a Senior Vice President of Magellan GP, LLC, general partner of Magellan, from 2007 through 2008 and a Vice President from 2004 to 2007. Prior to joining Magellan in 2004, he served as a Vice President of Subsidiaries of The Williams Companies, Inc. from 1996 to 2004. Mr. Mears also worked in various management positions with Williams Pipeline Company (now known as Magellan Pipeline Company, L.P.) since joining Williams in 1985. Mr. Mears is a director of Devon Energy Corporation. He served as a member of the board of directors of the Association of Oil Pipelines from 2003 until 2022. | |

  60. Skills and Experience

    | 32 | | 2024 Proxy Statement |

  61. Skills and Experience

    | Jack T. Taylor | INDEPENDENT DIRECTOR Retired, Chief Operating Officer – Americas and Executive Vice Chair of U.S. Operations, KPMG LLP | | | | Age: 72 Director since: 2013 | Board committees: Audit (Chair) | Compensation and Talent Development | Executive Other public boards: Genesis Energy LP and Murphy USA Inc. | | | Contributions Mr. Taylor has extensive experience with financial, capital markets and public accounting issues as well as a deep knowledge of the energy industry, including global energy markets and the clean energy sector. His experience with financial, capital markets and public accounting issues, together with his executive experience and knowledge of the energy industry, makes him a valuable member of our board. | Experience Mr. Taylor was the Chief Operating Officer – Americas and Executive Vice Chair of U.S. Operations for KPMG LLP from 2005 to 2010. Mr. Taylor sponsored formation of the KPMG Diversity Advisory Board in 2007 and served as its Chair until his retirement in 2010. From 2001 to 2005, he served as the Vice Chairman of U.S. Audit and Risk Advisory Services for KPMG. He spent over 35 years as a public accountant at KPMG, many of which he worked in a leadership capacity. Mr. Taylor is an NACD Board Leadership Fellow and a member of the NACD Audit Committee Chair Advisory Council. Mr. Taylor is a director of Genesis Energy LP and Murphy USA Inc. | |

  62. Skills and Experience

    | Cynthia J. Warner | LEAD INDEPENDENT DIRECTOR Retired, President and Chief Executive Officer, Renewable Energy Group, Inc. | | | | Age: 65 Director since: 2019 | Board committees: Corporate Governance | Safety, Sustainability and Technology | Executive Other public boards: Bloom Energy and Chevron Corporation | | | Contributions Ms. Warner brings extensive experience and leadership in the global energy transition, particularly with respect to clean and renewable energy, as well as experience with carbon credits, offsets and other clean energy strategies. Her service as an advisor on key government policy task forces has deepened her expertise on these matters in a state and federal regulatory context. This industry leadership experience makes her a valuable member of our board. | Experience Ms. Warner served as President and Chief Executive Officer of Renewable Energy Group, Inc. (REGI), an advanced biofuel producer, from January 2019 until its acquisition by Chevron Corporation in May 2022. Ms. Warner is a senior operating partner at GVP Climate, LLP, an active investor in early stage clean technology climate solutions. She previously served as Executive Vice President of Operations for Andeavor (formerly Tesoro Corporation), a refiner and marketer of petroleum products, from 2016 until 2018, when Andeavor was acquired by Marathon Petroleum Corp. Prior to that, she served as Andeavor’s Executive Vice President of Strategy and Business Development from 2014 to 2016. Ms. Warner previously served as Chairman and Chief Executive Officer of Sapphire Energy, Inc. after a 25-year career at BP and Amoco, Inc. (prior to its acquisition by BP). Ms. Warner is a member of the National Petroleum Council, Board of Visitors of Vanderbilt University School of Engineering, Executive Committee of the Advisory Board to the Columbia University Center for Global Energy Policy, and Board of Trustees for the University of the Incarnate Word. Ms. Warner previously served on President Obama’s Renewable Energy Task Force and currently serves on the Iowa Governor’s Carbon Sequestration Task Force. Ms. Warner is a director of Bloom Energy and Chevron Corporation and is a former director of REGI and IDEX Corporation. She serves as our Lead Independent Director. | |

  63. Skills and Experience

    | | 2024 Proxy Statement | 33 |

  64. Skills and Experience

    | James C. Yardley | INDEPENDENT DIRECTOR Retired, Executive Vice President, El Paso Corporation | | | | Age: 72 Director since: 2013 | Board committees: Corporate Governance | Safety, Sustainability and Technology Other public boards: None | | | Contributions Mr. Yardley has extensive executive and public company board experience in the energy industry, including natural gas and in particular the midstream portion of that industry. This specialized energy industry experience, together with Mr. Yardley’s executive and public company board experience, make him a valuable member of our board. | Experience Mr. Yardley was Executive Vice President of El Paso Corporation, a natural gas pipeline company and oil and gas producer, and President of its Pipeline Group from 2006 through 2012. Mr. Yardley was also the President and Chief Executive Officer of El Paso Pipeline GP Company LLC, the general partner of El Paso Pipeline Partners, L.P., a master limited partnership that owned and operated interstate natural gas transportation pipelines, storage and other midstream assets, from 2007 through 2012. From 1998 through 2006, he was the President of Southern Natural Gas Company, previously a unit of El Paso Corporation and now a unit held jointly by Kinder Morgan Inc. and The Southern Company. Mr. Yardley is a former director of El Paso Pipeline GP Company LLC, and Scorpion Offshore Ltd. | |

  65. Skills and Experience

    | 34 | | 2024 Proxy Statement |

  66. Skills and Experience

    We are asking our shareholders to vote to elect each of the nine nominees named in this proxy statement as a director of our company. We have not received notice of any additional candidates to be nominated to stand for election as directors at the Annual Shareholders Meeting and the deadline for notice of the nomination of additional candidates has passed. Consequently, the election of directors will be an uncontested election and our bylaw provisions providing for majority voting in uncontested elections will apply. Under these provisions, to be elected as a director, a nominee must receive votes “FOR” his or her election constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares. If a nominee who currently is serving as a director does not receive sufficient “FOR” votes to be reelected, the director will cease to be a director not later than 90 days following the certification of the election results, and the resulting vacancy on the board may be filled by the remaining directors. If a nominee receives sufficient “FOR” votes, he or she will be reelected to serve until our next annual shareholders meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

  67. Skills and Experience

    | The Board of Directors recommends that you vote “FOR” each of the nine nominees named in this proxy statement for election to the board on Proposal 1. |

  68. Skills and Experience

    | | 2024 Proxy Statement | 35 |

  69. Skills and Experience

    | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |

  70. Skills and Experience

    The Audit Committee of the Board of Directors has retained Deloitte & Touche LLP as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2024. Deloitte & Touche LLP has served as our independent registered public accounting firm continuously since our inception in 1998. Deloitte & Touche LLP or its predecessors also have served as the independent registered public accounting firm of SDG&E and SoCalGas or their parent companies continuously since 1935 and 1937, respectively. Representatives of Deloitte & Touche LLP are expected to attend the Annual Shareholders Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders. The following table shows fees paid to Deloitte & Touche LLP for services provided to Sempra in 2023 and 2022:

  71. Skills and Experience

    | | 2023 | | 2022 | | | (Dollars in Thousands) | Fees | % of Total | Fees | % of Total | | Audit fees | | | | | | Consolidated financial statements, internal controls audits and subsidiary audits | $11,808 | | $10,872 | | | Regulatory filings and related services | $513 | | $290 | | | Total audit fees | $12,321 | 81% | $11,162 | 83% | | Audit-related fees | | | | | | Employee benefit plan audits | $545 | | $520 | | | Other audit-related services(A) | $1,643 | | $1,245 | | | Total audit related fees | $2,188 | 14% | $1,765 | 13% | | Tax fees(B) | $668 | 5% | $477 | 3% | | All other fees(C) | $59 | — | $94 | 1% | | Total fees | $15,236 | 100% | $13,498 | 100% |

  72. Skills and Experience

    | (A) Other audit-related services primarily relate to statutory audits and agreed upon procedures. |

  73. Skills and Experience

    | (B) Tax fees relate to tax consulting and compliance services. |

  74. Skills and Experience

    | (C) All other fees relate to training and conferences. |

  75. Skills and Experience

    The Audit Committee is directly responsible for the appointment, compensation, retention and oversight, including the oversight of the audit fee negotiations, of our independent registered public accounting firm. Except where pre-approval is not required by SEC rules, the committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra and its subsidiaries, including all services provided by Deloitte & Touche LLP for Sempra in 2023 and 2022. The committee’s pre-approval policies and procedures provide for the general pre-approval of specific types of services and give detailed guidance to management as to the services that are eligible for general pre-approval, and they require specific pre-approval of all other permitted services. For both types of pre-approval, the committee considers whether the services to be provided are consistent with maintaining the firm’s independence. The committee’s policies and procedures also delegate authority to the Chair of the committee to address any requests for pre-approval of services between committee meetings, with any pre-approval decisions to be reported to the committee at its next scheduled meeting. The Audit Committee regularly meets in executive session with only committee members present and with Deloitte & Touche LLP’s lead audit partner present, in each case without members of management present. This provides an opportunity for the Audit Committee to assess Deloitte & Touche LLP’s effectiveness and independence for determining reappointment as well as consideration of rotating audit firms. The Audit Committee considers various factors in determining whether to reappoint Deloitte & Touche LLP, including the firm’s level and quality of service and professional integrity and objectivity in executing audits; professional qualifications; understanding of our businesses and industry; capability and expertise in handling the breadth and complexity of our businesses; and independence policies and processes for maintaining independence. The committee also considers external data such as peer reviews and recent Public Company Accounting Oversight Board reports on the firm, as well as the firm’s tenure in serving as our independent registered public accounting firm. Although auditor tenure is one data point to be considered, the Public Company Accounting Oversight Board has acknowledged that there is no conclusive linkage between tenure and audit quality. Deloitte & Touche LLP’s tenure as our independent registered public accounting firm has allowed it to gain institutional knowledge and a deep understanding of our businesses, accounting policies, and internal control over financial reporting, which the Audit Committee considers beneficial. In addition, the Audit Committee and its Chair are directly involved in the selection of the new lead audit partner in connection with the mandated five-year rotation of the audit firm’s lead audit partner, which most recently occurred in 2019 and is scheduled to occur again this year.

  76. Skills and Experience

    | 36 | | 2024 Proxy Statement |

  77. Skills and Experience

    We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. Ratification would be advisory only, but the Audit Committee may reconsider the appointment if it is not ratified. The members of the Audit Committee and the Board of Directors believe the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of our company and our shareholders. Ratification requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares.

  78. Skills and Experience

    | | 2024 Proxy Statement | 37 |

  79. Skills and Experience

    | Proposal 3: Advisory Approval of Our Executive Compensation |

  80. Skills and Experience

    Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory basis, a resolution on the compensation of the named executive officers as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our 2023 executive compensation program. We currently provide our shareholders the opportunity to vote on a say-on-pay proposal every year, and as a result, the next vote on a say-on-pay proposal following the Annual Shareholders Meeting is expected to occur at our 2025 annual shareholders meeting.

  81. Shareholder Proposals

    | Proposal 4: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements |

  82. Board of Directors’ Statement Opposing the Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements

    Board of Directors’ Statement Opposing the Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements The Board of Directors has carefully considered the foregoing shareholder proposal and recommends a vote “AGAINST” this proposal for the following reasons:

  83. Board of Directors’ Statement Opposing the Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements

    | | Sempra already has a policy that requires shareholder approval of any new severance arrangements with any executive officer that provides for cash severance payments exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus | | | The proposal would harm Sempra’s competitiveness as an employer and ability to attract, motivate and retain highly qualified executive talent | | | The proposal disincentivizes the use of equity-based incentives, and would undermine alignment between the interests of executives and shareholders | | | Sempra’s approach to severance benefits is disciplined, reasonable and appropriate, rendering this proposal unnecessary | | | Sempra offers shareholders opportunities to provide feedback on executive compensation and severance benefits | | | Shareholders have consistently endorsed Sempra’s executive compensation practices |

  84. Board of Directors’ Statement Opposing the Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements

    Sempra already has a policy that requires shareholder approval of any new severance arrangements with any executive officer that provides for cash severance payments exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus We believe our existing tailored policy—rather than the overly broad policy contemplated by this proposal—is the proper approach to align our executive compensation programs with long-term shareholder value creation. The proposed policy would be impractical to implement and would limit our ability to attract and retain qualified executive talent. In contrast, our current policy provides a reasonable limit on executive cash severance payments without unduly restricting our ability to establish severance arrangements with key executives that reflect market practices. For example, our policy allows certain reasonable exclusions to the types of compensation subject to the policy, such as (i) the grant, vesting, acceleration, settlement, payment or other handling of awards granted or purchased under shareholder-approved or inducement plans, (ii) payment of deferred compensation and retirement benefits pursuant to the terms of any plan, policy or agreement of the company or its affiliates governing these benefits and (iii) payment or provision of perquisites, insurance, disability, health and welfare plan coverage, outplacement or retraining, financial planning, and other benefits generally available to similarly-situated employees. A copy of the policy is set forth as Appendix E, and any description of the policy in this statement of opposition is qualified in its entirety by the terms of the policy.

  85. The proposal would harm Sempra’s competitiveness as an employer and ability to attract, motivate and retain highly qualified executive talent

    The proposal would harm Sempra’s competitiveness as an employer and ability to attract, motivate and retain highly qualified executive talent Implementing the proposal would require certain aspects of employment offers to be contingent upon shareholder approval. This requirement would put the company at a competitive disadvantage as an employer because the severance benefits implicated by the proposal are often raised by executives and prospective candidates when negotiating retention arrangements and employment offers. Although our existing policy requires shareholder approval for certain severance arrangements, it gives the company the flexibility to offer commonly used or negotiated severance terms such as acceleration of vesting of equity awards upon a change in control. With the proponent’s policy, on the other hand, shareholder approval would become the rule rather than the exception. Top candidates for key executive positions may be unwilling to wait for shareholder approval and may instead seek employment at peer companies that do not have onerous shareholder approval requirements. Further complicating matters is the fact that a prospective executive hire would be forced to resign from his or her current position or risk being terminated, given that our offer would need to be contingent on a public shareholder vote, which is a completely untenable position for many executives. As a result, the proposed policy would severely restrict our ability to attract highly qualified executives and develop competitive executive retention packages, particularly in periods of intense labor competition. Both of these effects could negatively impact our efforts to deliver shareholder value and achieve our long-term strategic objectives.

  86. The proposal disincentivizes the use of equity-based incentives, and would undermine alignment between the interests of executives and shareholders

    The proposal disincentivizes the use of equity-based incentives, and would undermine alignment between the interests of executives and shareholders Long-term equity-based incentives in the form of restricted stock units and stock options are a critical component of our executive compensation programs. These equity awards align executives’ interests with shareholders’ interests by tying a substantial portion of executive compensation to the achievement of strong performance and sustained value creation. It is widespread market practice, particularly for highly sought-after executives, that employment or severance pay agreements provide for at least partial vesting of equity awards upon certain types of termination events, such as in connection with a change in control. By requiring shareholder approval for executives to realize the full value of their equity awards upon a qualifying termination, the proposed policy would effectively reduce the recruitment and retention value of long-term equity incentives in our executive compensation programs. As a result, the proposed policy would undermine the alignment of executive compensation with shareholders’ interests—one of the key goals of our executive compensation programs.

  87. Sempra’s approach to severance benefits is disciplined, reasonable and appropriate, rendering this proposal unnecessary

    Sempra’s approach to severance benefits is disciplined, reasonable and appropriate, rendering this proposal unnecessary Our compensation programs are designed to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance. To align executives’ and shareholders’ incentives, our executive compensation programs do not provide for any excise tax gross-ups and require a qualifying termination following a change in control before any change in control cash severance payments. There are no “single-trigger” cash severance payments upon a change in control. See “Compensation Discussion and Analysis—Compensation Components—Severance and Change in Control Arrangements” for more information. The benefits available under our severance pay agreements with our executive officers generally are in line with the arrangements offered by our peers. Please see the fulsome description of these severance payments under “Compensation Tables—Severance and Change in Control Benefits” below. We believe our severance benefits are fair and reasonable in light of market practices in our industry, the contributions of our executives to our growth and financial performance and the value we expect to receive from retaining their continued services. Therefore, we believe this proposal is unnecessary.

  88. Sempra offers shareholders opportunities to provide feedback on executive compensation and severance benefits

    Sempra offers shareholders opportunities to provide feedback on executive compensation and severance benefits Our annual “say-on-pay” vote provides a regular opportunity for all our shareholders to assess and provide feedback on our executive compensation programs. The board and management value feedback from our shareholders, and we proactively engage with, and solicit additional input from, many of our shareholders regarding our current executive compensation programs and potential changes under consideration by the Compensation and Talent Development Committee. In our 2023-2024 engagement cycle, we contacted shareholders representing approximately 63% of our outstanding shares of common stock and held meetings with shareholders representing approximately 56% of our outstanding shares of common stock (a significant portion of our institutional share ownership), at which we discussed executive compensation and other matters. A summary of feedback from shareholders at these meetings is provided to management and the board, who routinely discuss shareholders’ assessments of our executive compensation programs. Our regular engagement with shareholders about our executive compensation programs makes the proposal’s overly burdensome shareholder approval requirements unnecessary.

  89. Conclusion

    Conclusion For the reasons described above, the board believes the policy requested by this proposal would be impractical to implement and inappropriate for Sempra. The proposal is not tailored to the design of our company’s executive compensation program and seeks to address a hypothetical issue not previously focused on by shareholders during our regular engagement that is already addressed by our existing policy to limit cash severance benefits. The board also believes that Sempra’s current severance benefits are reasonable and that the Compensation and Talent Development Committee—which is composed entirely of independent directors and which has retained its own independent compensation consultant—is best positioned to determine whether, and in what forms and amounts, severance benefits should be offered to our executive officers.

  90. Executive Summary

    | • | Describe each element of executive pay, including base salaries, short-term and long-term incentives and executive benefits |

  91. Executive Summary

    | Section | Page | | Executive Summary | 46 | | Business Overview and Strategy | 47 | | Performance | 48 | | Shareholder Engagement | 50 | | 2023 Compensation Program Overview | 51 | | Target Compensation Summary | 53 | | Pay-for-Performance Alignment | 53 | | Rigor of Incentive Targets | 54 | | Compensation Governance | 56 | | Compensation Philosophy and Program Goals | 56 | | Labor Market Reviews | 57 | | Compensation Components | 58 | | Base Salaries | 59 | | Performance-Based Annual Bonuses | 59 | | Long-Term Equity-Based Incentives | 63 | | Benefit Plans | 68 | | Severance and Change in Control Arrangements | 70 | | Compensation and Talent Development Committee Roles and Responsibilities | 71 | | Management’s Role | 72 | | Managing Risk in Compensation Plans | 73 | | Share Ownership Guidelines | 74 | | Impact of Regulatory Requirements | 74 |

  92. Shareholder Engagement

    | • | Annual bonus plan: |

  93. Shareholder Engagement

    | • | Our high-performance culture was another key discussion topic and shareholders generally supported including performance measures related to employee engagement and culture in the annual bonus plan. |

  94. Shareholder Engagement

    | • | Several shareholders discussed the importance of safety and generally supported including safety measures in the annual bonus plan. |

  95. Shareholder Engagement

    | • | Long-term incentive plan: |

  96. Shareholder Engagement

    | • | Shareholders generally supported our annual LTIP award design and our emphasis on performance-based equity. A few shareholders, however, expressed a preference for long-term time-based equity. In 2023 we delivered time-based equity awards to all our named executive officers, some in the form of service-based stock options and others in the form of service-based restricted stock units, that vest in equal installments over a three-year period, which the committee believes satisfies the retention aims generally served by long-term time-based awards. |

  97. Shareholder Engagement

    | • | Shareholders generally supported our use of relative performance measures. |

  98. 2023 Compensation Program Overview

    | Type | Component | Form | Key Characteristics | | Fixed | Base Salary | Cash | • Base salary is targeted to generally align to the median of comparably sized general industry peers (excluding financial services companies) | | Variable | Performance-Based Annual Bonus | Cash | • Based on ABP Earnings (weighted at 80%), Safety Measures (weighted at 12%) and Sustainability Measures (weighted at 8%) • No bonus payment unless company meets threshold performance level for the year and maximum payouts are capped | | | Long-Term Equity-Based Incentives | Equity | • Performance-Based Restricted Stock Units (weighted at two-thirds collectively) • Relative TSR Performance-Based Restricted Stock Units (weighted at one-third): 3-year relative TSR, allocated evenly between: – Relative TSR measured against S&P 500 Utilities Index; maximum payout requires performance at 90th percentile of S&P 500 Utilities Index peers – Relative TSR measured against S&P 500 Index; maximum payout requires performance at 90th percentile of S&P 500 Index peers • EPS Growth Performance-Based Restricted Stock Units (weighted at one-third): 3-year EPS CAGR, with payout scale set based on forward consensus estimates of EPS CAGR of S&P 500 Utilities Index peers; maximum payout requires performance at the 90th percentile of estimates for S&P 500 Utilities Index peers • 3-year performance period for each performance measure • For all of our performance-based restricted stock unit awards, performance below threshold results in zero payout • Stock Options and/or Service-Based Restricted Stock Units (weighted at one-third)(1) Vest ratably over three years |

  99. 2023 Compensation Program Overview

    | (1) Stock options were weighted at one-third for Messrs. Martin, Mihalik, and Sagara. Service-based restricted stock units were weighted at one-third for Ms. Sedgwick and Mr. Wall. The 2023 annual LTIP award for Messrs. Martin, Mihalik and Sagara did not include service-based restricted stock units, and the 2023 annual LTIP award for Ms. Sedgwick and Mr. Wall did not include stock options. |

  100. Target Compensation Summary

    | Of this year-over-year increase, over 95% for Mr. Martin and over 90% for Mr. Mihalik and Ms. Sedgwick was in the form of at-risk annual and long-term incentive compensation. |

  101. Target Compensation Summary

    | Name | Base Salary | Target Value of 2023 Performance-Based Annual Bonus | Target 2023 LTIP Award Value | Target 2023 Total Direct Compensation | | Jeffrey W. Martin | $1,500,000 | $2,625,000 | $11,500,000 | $15,625,000 | | Trevor I. Mihalik | $900,000 | $900,000 | $3,400,000 | $5,200,000 | | Karen L. Sedgwick | $560,000 | $392,000 | $1,548,000 | $2,500,000 | | Peter R. Wall | $435,000 | $217,500 | $650,000 | $1,302,500 | | Kevin C. Sagara(1) | $880,000 | $880,000 | $2,240,000 | $4,000,000 |

  102. Target Compensation Summary

    | (1) Mr. Sagara’s actual 2023 performance-based annual bonus award was prorated to reflect his retirement effective December 1, 2023. |

  103. Target Compensation Summary

    Target total direct compensation will differ from the total compensation figures shown in the 2023 Summary Compensation Table appearing under “Executive Compensation—Compensation Tables” below. Target total direct compensation is a measure of total compensation opportunity provided in a given year. The Compensation and Talent Development Committee reviews target total direct compensation in its annual market review because it allows pay comparisons to be made across multiple organizations that may have dissimilar pay programs and different performance outcomes. Conversely, total compensation figures shown in the 2023 Summary Compensation Table combine performance outcomes of cash programs with grant date values of equity awards and include items such as the incremental, actuarial change in value of pension programs. The latter can experience extreme annual volatility based on factors such as interest rates or participants achieving vesting milestones based on age or service. For these reasons, the Compensation and Talent Development Committee believes target total direct compensation provides for more consistent annual compensation comparisons.

  104. Pay-for-Performance Alignment

    This is demonstrated in June 2022 by comparing the LTIP payouts for our TSR-based and EPS growth-based annual LTIP awards granted from 2012 through 2021. Although our LTIP design and weighting of award components varied over this 10-year period, our TSR-based and EPS growth-based annual LTIP awards, collectively comprised two-thirds to 100% of the total of each year’s annual LTIP grant date award value (with the remainder consisting of stock options or service-based restricted stock units, which are not reflected in the table below).

  105. Pay-for-Performance Alignment

    | The 10-year average realized payout for these awards was 99% of target, with five years of above-target payouts and five years of below-target payouts. |

  106. Pay-for-Performance Alignment

    | Award Cycle | Realized Payout | | 2012-2015 | 150% of Target | | 2013-2016 | 38% of Target | | 2014-2017 | 40% of Target | | 2015-2017 | 40% of Target | | 2016-2018 | 40% of Target | | 2017-2019 | 151% of Target | | 2018-2020 | 137% of Target | | 2019-2021 | 89% of Target | | 2020-2022 | 140% of Target | | 2021-2023 | 163% of Target | | Ten-Year Average | 99% of Target |

  107. Performance-Based Annual Bonus Plan

    Performance-Based Annual Bonus Plan For 2023, the Compensation and Talent Development Committee selected earnings, weighted at 80%, safety, weighted at 12% and environmental, culture and governance, weighted at 8%, for the measurement of annual company performance under the performance-based annual bonus plan. The committee utilizes earnings as the basis of the primary annual bonus metric because it believes this measure provides an accurate and comprehensive picture of annual company financial performance that plan participants, shareholders, analysts and other parties can clearly understand. The committee makes certain predefined adjustments to GAAP earnings as described in Appendix D to this proxy statement to calculate ABP Earnings. The committee set a challenging 2023 ABP Earnings target of $2,784 million based on the company’s financial plan. The financial plan also informs the company’s GAAP EPS guidance range and adjusted EPS guidance range. The 2023 target reflected an increase of $127 million, or 5%, over our 2022 target ABP Earnings of $2,657 million. 2022 was a historic year that produced record earnings across all three growth platforms. In approving a 2023 ABP Earnings target that it believed was challenging but attainable, the committee considered several company events and specific market conditions that impacted expectations and created operating environment uncertainty in both 2022 and 2023. The 2023 ABP Earnings target was lower than 2022 adjusted earnings due to several factors, including: the minority interest sale of Sempra Infrastructure Partners to ADIA in June 2022; the impact of higher natural gas prices in 2022; discrete tax matters that impacted 2022 earnings; the Cost of Capital decision of the CPUC and the trigger of the Cost of Capital adjustment mechanism in 2022, which lowered the authorized Cost of Capital for the California utilities in 2023; the forecasted 2023 interest rate environment; and increased development costs at Sempra Infrastructure to support new growth projects in 2023. The $223 million range between the 2023 ABP Earnings target and maximum goals continues the trend of broadening this range, which was $159 million in 2022. The range between the target and maximum ABP Earnings goals has expanded each of the past five years and has more than tripled from $68 million in 2019 to $223 million in 2023. Our 2023 ABP Earnings of $2,977 million was between our ABP Earnings target of $2,784 million and our ABP Earnings maximum goal of $3,007 million. Our above-target performance was driven by strong financial performance across all operating companies. More specifically, Sempra Infrastructure benefited from higher transportation tariffs going into effect as well as from changes in natural gas prices and optimization of transportation contracts. We exceeded the top end of both our 2023 GAAP EPS guidance range and 2023 adjusted EPS guidance range.

  108. Performance-Based Annual Bonus Plan

    | 54 | | 2024 Proxy Statement |

  109. Performance-Based Annual Bonus Plan

    Adjustments to GAAP earnings were predefined at the time the Compensation and Talent Development Committee determined the 2023 annual bonus plan goals. For a reconciliation of GAAP earnings to ABP Earnings, see “Reconciliation of 2023 GAAP Earnings to ABP Earnings” below and Appendix D to this proxy statement. For detailed information about the component measurements of annual company performance under the performance-based annual bonus plan, see “Annual Bonus Performance Results” below and Appendix D to this proxy statement.

  110. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives The 2023 annual LTIP award design for Messrs. Martin, Mihalik and Sagara was 100% performance based, with two-thirds in performance-based restricted stock units and one-third in nonqualified stock options, which the Compensation and Talent Development Committee views as performance-based because their value depends on our stock price increasing over time. The 2023 annual LTIP award design for Ms. Sedgwick and Mr. Wall was two-thirds performance-based restricted stock units and one-third service-based restricted stock units. The performance measures and weightings for the 2023 annual long-term incentive plan awards were: Figures 5 and 6 Note: The TSR portion of the awards includes two equally weighted components: one that measures TSR relative to the S&P 500 Utilities Index and one that measures TSR relative to our S&P 500 Index peers. The 2023 annual long-term incentive plan awards include two performance measures — relative total shareholder return (weighted at one-third of the total award value, half of which is based on performance against the S&P 500 Utilities Index and half of which is based on performance against the S&P 500 Index) and EPS growth (weighted at one-third of the total award value). The Compensation and Talent Development Committee measures performance against challenging targets in order to drive long-term growth and closely align executives’ interests with those of our shareholders. In the event that Sempra’s total shareholder return is below the 25th percentile of the relevant index (S&P 500 Utilities Index or S&P 500 Index), participants receive zero shares for that portion of the award. To achieve the maximum payout, performance must be at or above the 90th percentile of the relevant index (S&P 500 Utilities Index or S&P 500 Index). For the EPS growth portion of the annual LTIP award, no payout is made if our EPS CAGR is below the 25th percentile of consensus expectations for our S&P 500 Utilities Index peers. To achieve maximum payout, performance must be at or above the 90th percentile of consensus expectations for our S&P 500 Utilities Index peers. Actual payouts for performance-based restricted stock unit awards for the past ten completed award cycles ranged from 38% of target to 163% of target, with five cycles paying out below target and five cycles paying out above target.

  111. Long-Term Equity-Based Incentives

    | | 2024 Proxy Statement | 55 |

  112. Compensation Governance

    | What we do | What we don’t do | | • Incorporate shareholder feedback in our compensation program design • Multiple, and complementary, LTIP award and annual bonus plan performance measures • Annual review of external market compensation data • LTIPs include “double-trigger” equity vesting upon a change in control(1) • Cash severance payments policy • Clawback policy • Share ownership guidelines (8x base salary for Chief Executive Officer) • Independent advisors conduct risk assessment of compensation program | • No excise tax gross-ups for named executive officers • No employment contracts for named executive officers • No stock option repricing(2) • No stock options granted below fair market value • No hedging or pledging of shares • No uncapped incentives • No single-trigger cash severance payments upon a change in control(1) • No excessive perquisites; all have a specific business rationale |

  113. Compensation Governance

    | (1) See “Severance and Change in Control Arrangements” for additional information. |

  114. Compensation Governance

    | (2) Long-term incentive plan awards are granted from a shareholder-approved plan that prohibits stock option repricing and cash buyouts without shareholder approval. |

  115. Compensation Philosophy

    | Sempra’s Executive Compensation Philosophy | | | Performance-based incentives aligned with shareholder value creation | Alignment of pay with short-term and long-term company performance | | Balance between short-term and long-term incentives | More pay tied to performance at higher levels of responsibility |

  116. Executive Compensation Program Goals

    | • | Linking executive compensation to both annual and long-term business and individual performance |

  117. Market Review

    Market Review The Compensation and Talent Development Committee seeks to provide compensation opportunities for our executives that are commensurate with the competitive labor market. The committee considers general industry survey data as its primary source of external market data because it reflects the labor market from which officer roles are recruited. The committee reviews compensation data at the 25th, 50th and 75th percentiles of the general industry survey data, in total and by component (base salaries, target performance-based annual bonuses and target long-term equity-based incentives), and generally targets alignment with the 50th percentile. However, positioning relative to the 50th percentile may vary based on factors such as the comparability of market survey positions to the scope and structure of our positions, performance, experience, time in position and succession planning considerations. Based on the November 2022 market review, 2023 target total compensation for Messrs. Martin, Mihalik, Wall and Sagara fell within the third quartile (between the 50th and 75th percentiles). As shown in Tables 5 and 6 below, Sempra falls in the third quartile of these benchmark companies in terms of revenue and market capitalization, and in the top quartile in terms of earnings, indicating a broader organizational size and scope of general corporate responsibility at Sempra that suggests greater compensation opportunity is appropriate. This market positioning reflects that they are seasoned, high-performing leaders with a number of years of experience in their roles and also reflects the Compensation and Talent Development Committee’s consideration of the scope of their roles. For example, in addition to his duties as Chief Financial Officer, Mr. Mihalik was Chairman of the Board of Sempra Infrastructure, overseeing that business; he served on the board of Oncor; and he led the company’s strategy and corporate development department. Mr. Wall oversees our tax department in addition to his duties as Controller and Chief Accounting Officer. Target total compensation for 2023 for Ms. Sedgwick, who was promoted to Chief Administrative Officer and Chief Human Resources Officer in December 2021, approximated the 50th percentile of the chief human resources officer market data and fell within the second quartile of the chief administrative officer data. Actual compensation may be higher or lower than target compensation, as it reflects actual performance and payouts under our performance-based annual bonus plan and our long-term incentive plan.

  118. General Industry Compensation Data

    | (2) Earnings and revenue for the general industry peer group companies are for fiscal year 2023 unless otherwise noted in Appendix B to this proxy statement. |

  119. Utilities Industry Compensation Data

    Utilities Industry Compensation Data The Compensation and Talent Development Committee also reviews pay and performance data in proxy statements and other public filings of energy and utility companies. This peer group is composed of the 27 companies that make up the S&P 500 Utilities Index and are not water companies. These companies are listed in Appendix C to this proxy statement and are referred to in this Compensation Discussion and Analysis as our “utilities peer group” or our “S&P 500 Utilities Index peers.” We used the companies in the utilities peer group as comparators for the EPS-growth and one of the two relative TSR components of the 2023 annual LTIP award. Table 6 summarizes the market capitalization, earnings and revenue of the utilities peer group compared to Sempra.

  120. Utilities Industry Compensation Data

    | (2) Earnings and revenue for the utilities peer group companies are for fiscal year 2023. |

  121. Primary Components of Executive Compensation Program

    | • | Performance-based annual bonuses |

  122. Primary Components of Executive Compensation Program

    | • | Long-term equity-based incentives |

  123. 1. Base Salaries

    | Factors Considered in Determining Base Salaries | | | | Peer group salary data | Complexity of roles and responsibilities | Reporting relationships | | Individual contributions and performance | Succession planning | Internal pay equity | | Labor market conditions | Retention needs | Experience |

  124. 2. Performance-Based Annual Bonuses

    2. Performance-Based Annual Bonuses

  125. Performance Guidelines

    Performance Guidelines Each year the Compensation and Talent Development Committee establishes performance measures and dollar guidelines for performance-based cash bonus payments. The committee strives to select financial and operational performance measures that are linked to our business strategy and shareholder interests. Consistent with our pay-for-performance philosophy, the performance measures do not provide for any bonus payment unless the company meets the threshold (minimum) performance level for the year. Bonus opportunities increase from 40% of target for performance at the threshold level to 200% of target for performance at the maximum level. The committee may apply discretion in determining awards, including determining the results of performance measures and taking into consideration the contributions of each named executive officer or other factors it deems relevant.

  126. Bonus Opportunities for Named Executive Officers

    Bonus Opportunities for Named Executive Officers Target bonus opportunities as of December 31, 2023 are expressed as a percentage of each named executive officer’s base salary and as a dollar value below.

  127. Bonus Opportunities for Named Executive Officers

    | Named Executive Officer | Target % | Target Value | | Jeffrey W. Martin | 175% | $2,625,000 | | Trevor I. Mihalik | 100% | $900,000 | | Karen L. Sedgwick | 70% | $392,000 | | Peter R. Wall | 50% | $217,500 | | Kevin C. Sagara(1) | 100% | $880,000 |

  128. Bonus Opportunities for Named Executive Officers

    | (1) Actual award was prorated to reflect Mr. Sagara’s retirement effective December 1, 2023. |

  129. Bonus Opportunities for Named Executive Officers

    | | 2024 Proxy Statement | 59 |

  130. Annual Bonus Plan Performance Measures

    Annual Bonus Plan Performance Measures For 2023, the Compensation and Talent Development Committee selected earnings, employee and public safety, and environmental, culture and governance criteria for the measurement of annual company performance. The ABP Earnings measure was weighted at 80%, Safety Measures were weighted at 12% and Sustainability Measures were weighted at 8%. For annual bonus plan purposes, ABP Earnings are Sempra’s GAAP net income, excluding earnings attributable to noncontrolling interests and preferred stock dividends and subject to certain other predefined adjustments. ABP Earnings may be higher or lower than earnings reported in our financial statements due to these adjustments, which are described in “Reconciliation of GAAP Earnings to ABP Earnings” below and in Appendix D to this proxy statement. The specific components of the Safety Measures and the Sustainability Measures are described in Tables 9 and 10 below and in Appendix D to this proxy statement.

  131. Rationale for Selection of Performance Measures

    Rationale for Selection of Performance Measures The Compensation and Talent Development Committee selected earnings as the basis of the primary annual bonus plan metric for 2023, weighted at 80%, because it believes this measure continues to provide an accurate and comprehensive picture of annual company financial performance that plan participants, shareholders, analysts and other parties can clearly understand. Safety measures, which historically have been included in the annual bonus plan, are also included for 2023, weighted at 12%, because the committee believes that strong safety performance is critical to our infrastructure-intensive businesses. Performance measures include employee safety metrics as well as metrics that promote public safety and safe operations. The committee added further Sustainability measures to the annual bonus plan in 2021 and continued their use in 2023 to incentivize progress on the company’s key sustainability commitments, including:

  132. Rationale for Selection of Performance Measures

    | • | Advancing a clean energy future |

  133. Rationale for Selection of Performance Measures

    | • | Fostering our high-performance culture by promoting an inclusive work environment that embraces diverse backgrounds and perspectives |

  134. Rationale for Selection of Performance Measures

    | • | Making a difference in the communities we serve |

  135. Rationale for Selection of Performance Measures

    | • | Maintaining strong corporate governance practices |

  136. Rationale for Selection of Performance Measures

    During our shareholder engagement meetings, we solicit shareholders’ input on the performance measures and other aspects of our incentive plans. Some shareholders expressed a preference for the use of multiple performance measures in annual bonus plans, including a financial performance measure (there was not a clear preference for earnings or EPS), and for the use of different performance measures in our annual bonus and long-term incentive plans. Shareholder feedback related to our annual bonus plan performance measures and structure generally has been positive and shareholders generally support the incorporation of sustainability measures into the plan.

  137. Annual Bonus Performance Results

    Annual Bonus Performance Results Overall company performance on the 2023 annual bonus plan performance measures was at 176.43% of target performance. A summary of the plan metrics and results is provided in Table 10 below.

  138. Annual Bonus Performance Results

    | | | Goals | | | | Percent of Target Achieved | | 2023 Performance Measures | Weight | Threshold | Target | Maximum | Actual | | | Financial: | | | | | | | | ABP Earnings (Dollars in Millions) | 80.0% | $2,561 | $2,784 | $3,007 | $2,977 | 187% | | Safety Measures: | | | | | | | | Public Safety: | | | | | | | | SDG&E – Wildfire and Public Safety Power Shutoff (PSPS) System Hardening (Miles) | 1.5% | 140 | 160 | 180 | 169 | 146% | | SDG&E – Damage Prevention (Damages per USA Ticket Rate) | 1.5% | 1.35 | 1.27 | 1.25 | 1.19 | 200% | | SoCalGas – A1 Gas Leak Order Response Time | 1.5% | 92.6% | 93.0% | 93.5% | 93.6% | 200% | | SoCalGas – Damage Prevention (Damages per USA Ticket Rate) | 1.5% | 2.53 | 2.30 | 2.19 | 2.11 | 200% | | Employee and Contractor Safety:(1) | | | | | | | | Total Recordable Incident Rate – Employees | 2.0% | 1.72 | 1.56 | 1.40 | 1.91 | 0% | | Total Recordable Incident Rate – Contractors(2) | 2.0% | 0.62 | 0.51 | 0.40 | 0.34 | 200% | | Lost Time Incident Rate – Employees | 2.0% | 0.47 | 0.39 | 0.30 | 0.49 | 0% | | Sustainability Measures: | | | | | | | | Environmental, Culture and Governance | 8.0% | See Appendix D for Detail | | | | 150% | | TOTAL | 100.0% | | | | | 176.43% |

  139. Annual Bonus Performance Results

    Table 10

  140. Annual Bonus Performance Results

    | (1) Employee data includes Sempra, SDG&E, SoCalGas, Sempra Infrastructure and Oncor. Contractor data includes Sempra, SDG&E, SoCalGas and Sempra Infrastructure. |

  141. Annual Bonus Performance Results

    | (2) Although the formulaic performance for the contractor safety measure exceeded the maximum goal, the committee exercised negative discretion to reduce the payout for this measure to zero in light of a contractor fatality. |

  142. 2023 Bonus Payouts

    2023 Bonus Payouts Based on overall performance and its consideration of the contributions of each named executive officer in 2023, the Compensation and Talent Development Committee approved the payment of the annual bonuses shown in Table 12.

  143. 2023 Bonus Payouts

    | Named Executive Officer | Base Salary at Year-End 2023X | Bonus TargetX | Performance Score(1) | = | Bonus Payout(2) | | Jeffrey W. Martin | $1,500,000 | 175% | 176% | | $4,631,300 | | Trevor I. Mihalik | $900,000 | 100% | 176% | | $1,587,900 | | Karen L. Sedgwick | $560,000 | 70% | 176% | | $691,700 | | Peter R. Wall | $435,000 | 50% | 176% | | $383,800 | | Kevin C. Sagara(3) | $880,000 | 92% | 176% | | $1,420,800 |

  144. 2023 Bonus Payouts

    Table 12

  145. 2023 Bonus Payouts

    | (1) The actual performance score of 176.43% is rounded in this Table 12. |

  146. 2023 Bonus Payouts

    | (2) Final award payouts are rounded up to the nearest hundred dollars. |

  147. 2023 Bonus Payouts

    | (3) Mr. Sagara’s award was prorated to reflect his retirement effective December 1, 2023. |

  148. 3. Long-Term Equity-Based Incentives

    3. Long-Term Equity-Based Incentives Long-term equity-based incentives are the largest single component of each named executive officer’s target total direct compensation package comprising approximately half or more of each named executive officer’s target total direct compensation in 2023. See Figure 4 for these percentages. In accordance with our pay-for-performance philosophy, performance-based restricted stock units constitute two-thirds of the 2023 annual long-term incentive plan awards and stock options (for Messrs. Martin, Mihalik and Sagara) or service-based restricted stock units (for Ms. Sedgwick and Mr. Wall) constitute the remaining one-third of the awards.

  149. Rationale for 2023 Annual LTIP Award Design

    Rationale for 2023 Annual LTIP Award Design The Compensation and Talent Development Committee has implemented what it believes is a balanced equity incentive award design that is based one-third on relative total shareholder return, one-third on relative EPS growth and one-third on either nonqualified stock options (for Messrs. Martin, Mihalik and Sagara) or service-based restricted stock units (for Ms. Sedgwick and Mr. Wall). The committee believes this design creates a strong alignment with shareholder interests and with our growth strategy that is simple and easily communicated to participants, shareholders and other stakeholders. The committee approved this equity award structure after considering many variables, including alignment with shareholder interests, retention, plan expense, share usage, market trends and feedback from our shareholder engagement. In determining the design of the performance-based components of our 2023 annual LTIP awards, the Compensation and Talent Development Committee sought a direct link to long-term performance in comparison to indices and peers. To achieve this result, the committee used performance-based restricted stock units based on relative total shareholder return over a three-year performance period (constituting one-third of the target grant date award value, equally allocated between performance relative to the S&P 500 Utilities Index and performance relative to the S&P 500 Index). The link between pay and long-term earnings performance is further strengthened by the use of a second performance measure based on relative long-term EPS growth over a three-year performance period (constituting one-third of the target grant date award value). Stock options (weighted at one-third of the target grant date award value for Messrs. Martin, Mihalik and Sagara) also are aligned with the company’s strategic focus on long-term growth, and service-based restricted stock units (weighted at one-third for Ms. Sedgwick and Mr. Wall) promote retention.

  150. Rationale for 2023 Annual LTIP Award Design

    | | 2024 Proxy Statement | 63 |

  151. Rationale for 2023 Annual LTIP Award Design

    Figures 8 and 9

  152. Determining Individual Equity Award Grants

    Determining Individual Equity Award Grants In granting the 2023 awards, the Compensation and Talent Development Committee:

  153. Determining Individual Equity Award Grants

    | • | Specified a target dollar value and other terms for each named executive officer’s award; and |

  154. Determining Individual Equity Award Grants

    | • | Calculated the number of shares underlying the awards using the specified target dollar value for each named executive officer, as opposed to using a fixed number of shares. |

  155. Determining Individual Equity Award Grants

    This approach allows maintenance of a pay mix the committee believes to be optimal. On the grant date, we calculated the precise number of shares to be granted to each named executive officer by dividing the target dollar value of each named executive officer’s award by the grant date closing price of Sempra common stock for the performance-based and service-based restricted stock units and by the Black-Scholes value for nonqualified stock options. These target grant values are presented in Table 13 below and differ from the values reported in “Compensation Tables—Summary Compensation Table” and “Compensation Tables—Grants of Plan-Based Awards” with respect to awards based on relative total shareholder return, which are reported in those compensation tables based on a Monte Carlo valuation that is used to calculate the grant date fair value.

  156. Determining Individual Equity Award Grants

    | 64 | | 2024 Proxy Statement |

  157. Target Value of Long-Term Equity-Based Incentives

    Target Value of Long-Term Equity-Based Incentives The target values for the 2023 annual long-term incentive plan awards are summarized below in Table 13. In determining target award values for each named executive officer, the Compensation and Talent Development Committee took into account factors including competitive market data, each individual’s responsibilities and contributions, and the company’s retention objectives. The target values of 2023 LTIP awards also reflect the committee’s focus on delivering the most substantial portion of pay in the form of long-term, performance-based incentives. The committee feels it is important that the Chief Executive Officer is highly aligned with shareholder value creation through meaningful and competitive performance-based equity awards. Specifically, for Mr. Martin’s long-term incentive plan awards, which were granted in January 2023, the committee considered the following factors:

  158. Target Value of Long-Term Equity-Based Incentives

    | • | Recognition of the company-record operating performance and shareholder value achieved in 2022, |

  159. Target Value of Long-Term Equity-Based Incentives

    | • | A desire to denominate the vast majority of Mr. Martin’s compensation in performance-based equity pay that is multi-year in nature and aligned with shareholder value creation, |

  160. Target Value of Long-Term Equity-Based Incentives

    | • | Providing compensation opportunity aligned with Sempra’s size and performance relative to the benchmark data considered, and |

  161. Target Value of Long-Term Equity-Based Incentives

    | • | An overall assessment of Mr. Martin’s execution of the company’s strategic plan. |

  162. Target Value of Long-Term Equity-Based Incentives

    The ultimate value of long-term equity-based incentives depends on (i) for stock options, the absolute growth of the stock, (ii) for TSR-based performance-based restricted stock units, the relative growth of the stock against both general industry and utility companies, and (iii) for EPS growth-based performance-based restricted stock units, whether the company outperforms analyst estimates for EPS growth. No element of the program provides value if performance standards are not achieved.

  163. Target Value of Long-Term Equity-Based Incentives

    | | Target Value of 2023 Annual LTIP Award | | Jeffrey W. Martin | $11,500,000 | | Trevor I. Mihalik | $3,400,000 | | Karen L. Sedgwick | $1,548,000 | | Peter R. Wall | $650,000 | | Kevin C. Sagara | $2,240,000 |

  164. Target Value of Long-Term Equity-Based Incentives

    Table 13 The actual amounts realized by equity award recipients will depend on future stock price performance, common stock dividend payouts and our EPS performance and the degree to which the established performance measures are achieved. The amounts ultimately realized will not necessarily align with the target values at grant.

  165. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    Performance Goals for the 2023 Performance-Based Restricted Stock Units The 2023 annual long-term incentive plan awards included two performance measures — relative total shareholder return and EPS growth, each weighted at one-third of the total target award value. The portion of the awards linked to relative total shareholder return is equally weighted between total shareholder return relative to our S&P 500 Utilities Index peers and total shareholder return relative to the S&P 500 Index. 1. Relative Total Shareholder Return Each TSR-based performance-based restricted stock unit represents the right to receive between zero and two shares of Sempra common stock based on the company’s three-year cumulative total shareholder return compared to our S&P 500 Utilities Index peers or the S&P 500 Index, as applicable. We measure our total shareholder return against both the S&P 500 Utilities Index and the S&P 500 Index because our operations extend beyond those of a typical utility and we have significant international and non-utility energy infrastructure assets and operations.

  166. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | | 2024 Proxy Statement | 65 |

  167. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    If the company’s performance is at the target performance level (the 50th percentile of the applicable index), participants will earn one share for each restricted stock unit. Participants have the opportunity to earn up to two shares for each restricted stock unit if performance exceeds the target performance level. Participants earn a partial share for performance between the threshold and target performance levels and between one and two shares for performance between target and maximum performance levels, as shown below. No shares are earned for performance below the 25th percentile of the applicable index.

  168. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | Cumulative Total Shareholder Return Percentile Rank vs. S&P 500 Utilities Index or S&P 500 Index (Measured Independently in Separate Award Components) | Sempra Common Stock Shares Received for Each Restricted Stock Unit(1) | | 90th Percentile or higher (Maximum) | 2.0 | | 70th Percentile | 1.5 | | 50th Percentile (Target) | 1.0 | | 40th Percentile | 0.7 | | 30th Percentile | 0.4 | | 25th Percentile (Threshold) | 0.25 | | Below 25th Percentile | 0.0 |

  169. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    Table 14

  170. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | (1) Participants also receive additional shares for dividend equivalents, which are reinvested to purchase additional units that become subject to the same vesting conditions as the restricted stock units to which the dividends relate. |

  171. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    Note: If performance falls between the tiers shown in Table 14, the payout is calculated using linear interpolation. 2. EPS Growth The 2023 annual long-term incentive plan awards also included a performance-based restricted stock unit award linked to relative EPS growth. The award measures the CAGR of our EPS for the three-year period ending on December 31, 2025. The payout scale is based on the December 31, 2022 analyst consensus three-year EPS growth estimates for our S&P 500 Utilities Index peers. The target payout level is based on the 50th percentile of the analyst consensus estimates and the threshold and maximum payout levels are based on the 25th and 90th percentiles, respectively. The Compensation and Talent Development Committee bases the payout scale for our EPS growth-based awards on analyst consensus three-year estimates for our S&P 500 Utilities Index peers because:

  172. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | • | Our strategic goal is to deliver higher earnings growth than our utility peers while maintaining a commensurate risk profile |

  173. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | • | Our 2023 annual LTIP award design aligns with this strategic goal by measuring our EPS growth against a payout scale that is based on analyst consensus estimates, compiled by an independent third party, for our S&P 500 Utilities Index peers |

  174. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | • | The earnings growth in the financial plan is not linear from year to year due, in part, to our investment in large-scale, capital-intensive development projects that take multiple years to construct and multiple years for earnings to be generated |

  175. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    If the company’s EPS CAGR is at the 50th percentile of the analyst consensus estimates for the S&P 500 Utilities Index, participants will earn one share for each restricted stock unit. Participants have the opportunity to earn up to two shares for each restricted stock unit if performance exceeds the 50th percentile. Participants earn a partial share for performance between the 25th and 50th percentiles and between one and two shares for performance between the 50th and 90th percentiles of the analyst consensus estimates, as shown below. No shares are earned for performance below the 25th percentile of the analyst consensus estimates. The EPS CAGR excludes the impact of share repurchases not contemplated in our financial plans publicly communicated prior to the grant date of such awards.

  176. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | Percentile of Analyst Consensus Estimates for S&P 500 Utilities Index EPS CAGR | Sempra Common Stock Shares Received for Each Restricted Stock Unit(1) | | 90th Percentile or higher (9.1% or higher) | 2.0 | | 75th Percentile (7.9%) | 1.5 | | 50th Percentile (6.5%) | 1.0 | | 25th Percentile (6.2%) | 0.25 | | Below 25th Percentile (Below 6.2%) | 0.0 |

  177. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    Table 15

  178. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | (1) Participants also receive additional shares for dividend equivalents, which are reinvested to purchase additional units that become subject to the same vesting conditions as the restricted stock units to which the dividends relate. |

  179. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    Note: If performance falls between the tiers shown in Table 15, the payout is calculated using linear interpolation.

  180. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    | 66 | | 2024 Proxy Statement |

  181. Performance Goals for the 2023 Performance-Based Restricted Stock Units

    For purposes of the 2023 annual long-term incentive awards, the calculation of EPS may, at the Compensation and Talent Development Committee’s discretion, include the same types of adjustments made to ABP Earnings, as described in Appendix D to this proxy statement, as well as adjustments related to, among other things, other unusual or non-operating items as determined by the Compensation and Talent Development Committee.

  182. Results for the 2021-2023 Award Cycle

    Results for the 2021-2023 Award Cycle The performance period of our 2021-2023 award cycle concluded on January 2, 2024 (for the TSR-based awards, which collectively were weighted at 33.3% of the award value) and December 31, 2023 (for the EPS growth-based awards, which were weighted at 33.3% of the award value). Our 2021-2023 relative total shareholder return was at the 67.8th percentile of the S&P 500 Utilities Index, resulting in vesting at 144.50% of target for the S&P 500 Utilities Index-based award component. Our relative total shareholder return was at the 53.5th percentile of the S&P 500 Index, resulting in vesting at 108.75% of target for the S&P 500 Index-based award component. The 2021-2023 awards based on EPS growth vested at 200% of target based on an EPS CAGR (as adjusted for LTIP purposes) of 9.6%. Table 16 below shows the predefined adjustments to GAAP EPS used to calculate EPS growth for purposes of the 2021 annual LTIP award, as well as an additional adjustment to exclude the impact of a $300 million share repurchase in 2021 and an additional $450 million of share repurchases in the first and second quarters of 2022. For additional information, see “Compensation Tables—Outstanding Equity Awards at Year-End” and “Compensation Tables—Option Exercises and Stock Vested.”

  183. Special Awards Granted to Named Executive Officers in 2023

    Special Awards Granted to Named Executive Officers in 2023 Special equity awards also may be granted with the Compensation and Talent Development Committee’s approval upon the hiring or promotion of named executive officers or, in limited instances, to reward extraordinary performance or promote retention. None of our named executive officers received special equity awards in 2023.

  184. 2. Savings and Retirement Plans

    | Plan Type | Plan | Description | | Savings Plans | Sempra Savings Plan (401(k) Savings Plan) | Employees may contribute a portion of their eligible pay to a tax-qualified 401(k) savings plan, the Sempra Savings Plan. Contributions to the plan may be invested on a tax-deferred or after-tax basis (including a Roth option). The Internal Revenue Code limits the amount of compensation eligible for deferral under tax-qualified plans. Employees may receive company contributions of up to 4% of eligible pay. Eligible pay generally includes base salary and performance-based annual bonus, net of any amounts contributed under the deferred compensation plan. The basic company matching contribution is equal to one-half of the first 6% of the employee’s contributions. In addition, employees receive a “stretch match” equal to one-fifth of the next 5% of the employee’s contributions. All employee contributions and related investment earnings in the 401(k) savings plan vest immediately. Employees are eligible to participate in the plan and receive company matching contributions upon hire. Company matching contributions (including related earnings) vest after one year of service. | | | Employee and Director Savings Plan (Deferred Compensation Plan) | Our executive officers and other key management employees also may defer up to 85% of their base salary and performance-based annual bonus under a nonqualified deferred compensation plan, the Employee and Director Savings Plan. Executive officers also may defer all or a portion of certain performance-based restricted stock unit awards upon vesting. Participants can direct these deferrals into: • Funds that mirror the investments available under our 401(k) savings plan, including a Sempra phantom stock account • A fund providing interest at the greater of 110% of the Moody’s Corporate Bond Yield or the Moody’s Corporate Bond Yield plus 1% Deferrals of performance-based restricted stock unit awards must be directed into the Sempra phantom stock account and cannot be transferred into other investments and are paid out in shares of common stock at some time after separation of employment in accordance with the participant’s payout elections. The Internal Revenue Code places annual limits on the amounts that employees and employers can defer into a 401(k) savings plan. Because of these limits, the company makes matching contributions for deferred compensation plan participants through the deferred compensation plan. The deferred compensation matching contribution is equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. There are no company matching contributions on deferrals of performance-based restricted stock unit awards. All employee contributions and related earnings in the deferred compensation plan vest immediately. New participants are immediately eligible for company matching contributions and company matching contributions (including related earnings) vest after one year of service. |

  185. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements None of our executive officers has an employment agreement, but our named executive officers have severance pay agreements that include change-in-control features.

  186. Rationale for Providing Severance Pay Agreements

    Rationale for Providing Severance Pay Agreements The Compensation and Talent Development Committee believes severance pay agreements, which are a prevalent market practice, are effective in:

  187. Rationale for Providing Severance Pay Agreements

    | • | Attracting executives who are leaving an existing employer |

  188. Rationale for Providing Severance Pay Agreements

    | • | Mitigating legal issues upon an employment separation |

  189. Rationale for Providing Severance Pay Agreements

    | • | Retaining talent during uncertain times |

  190. Rationale for Providing Severance Pay Agreements

    By mitigating the risks associated with potential job loss, severance pay agreements can reinforce management continuity, objectivity and focus on shareholder value. This can be particularly critical in actual or potential change in control situations.

  191. Severance Pay Agreement Benefits

    Severance Pay Agreement Benefits The severance pay agreements provide for cash payments and the continuation of certain other benefits for a limited period when:

  192. Severance Pay Agreement Benefits

    | • | The company terminates an executive’s employment for reasons other than cause, or |

  193. Severance Pay Agreement Benefits

    | • | The executive resigns for “good reason” |

  194. Severance Pay Agreement Benefits

    Payments are not required under the terms of the severance pay agreements when:

  195. Severance Pay Agreement Benefits

    | • | A termination is for cause, or |

  196. Severance Pay Agreement Benefits

    | • | The executive voluntarily resigns other than for “good reason” |

  197. Severance Pay Agreement Benefits

    A termination other than for cause generally excludes terminations based on willful and continued failure by the executive to perform his or her duties for the company. These provisions are intended to provide for benefits upon the company’s unilateral decision to terminate employment for reasons unrelated to the executive’s performance of his or her job functions. A resignation for “good reason” may occur if there is an adverse change in scope of duties or in compensation and benefit opportunities and, following a change in control, changes in employment location. These provisions are intended to provide safeguards against arbitrary actions that may effectively force an executive to resign. The agreements provide for additional benefits if the termination of employment were to occur within two years following (or such termination was deemed to have occurred, in cases of certain involuntary terminations, in connection with or in anticipation of) a change in control of the company.

  198. Severance Pay Agreement Benefits

    | 70 | | 2024 Proxy Statement |

  199. Severance Pay Agreement Benefits

    The agreements do not contain any excise tax gross-up provisions. In addition, in order to receive some of the benefits provided for in the agreement, the executive must, upon termination, enter into a general release in favor of the company, provide consulting services for the company for two years following the date of termination if requested, and agree to abide by certain contractual confidentiality and non-solicitation obligations. See “Compensation Tables—Severance and Change in Control Benefits” below for additional information about the terms of each named executive officer’s severance pay agreement.

  200. Cash Severance Payments Policy

    Cash Severance Payments Policy The Compensation and Talent Development Committee has adopted a policy that requires shareholder approval or ratification of any new severance arrangement providing for severance benefits to a Sempra executive officer in excess of 2.99 times the sum of the executive officer’s annual base salary and target performance-based annual bonus, subject to exclusions for certain types of benefits such as, among others, acceleration of equity awards, retirement benefits and deferred compensation. The Compensation and Talent Development Committee believes this is an important additional feature of our executive compensation program that places meaningful limits on the amount of severance benefits our executives are eligible to receive and empowers shareholders with respect to the severance benefits we offer. See “Proposal 4: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements” and Appendix E to this proxy statement for more information.

  201. Outstanding Equity Award Treatment Upon Certain Terminations or a Change in Control

    Outstanding Equity Award Treatment Upon Certain Terminations or a Change in Control All long-term incentive awards are subject to double-trigger change in control vesting provisions. This means that awards do not automatically vest upon a change in control. Rather, except under limited circumstances, vesting is only accelerated upon a termination of employment that meets certain conditions following a change in control. In the event of a termination of employment other than in connection with a change in control, equity awards are generally forfeited to the extent they are not vested at the time of termination, subject to accelerated vesting or non-forfeiture upon termination in certain specific circumstances. See “Compensation Tables—Severance and Change in Control Benefits” below for additional information. The Compensation and Talent Development Committee utilizes double-trigger vesting provisions in connection with a change in control because it believes double-trigger vesting more accurately reflects current market practices while still providing appropriate benefits to executives in the event of a termination in connection with a change in control, and is thus in the best interests of our company and our shareholders.

  202. Tally Sheets

    | • | estimated pension benefits and deferred compensation balances |

  203. Tally Sheets

    | • | Information on change in control scenarios |

  204. The Compensation and Talent Development Committee’s Advisors

    | • | Providing competitive data on compensation and relative performance of peer group companies |

  205. The Compensation and Talent Development Committee’s Advisors

    | • | Conducting a risk assessment of incentive programs |

  206. Managing Risk

    | Compensation Program Risk Mitigation | | | Balance of short-term and long-term incentives Higher proportion of total compensation linked to long- term incentives Other elements of our incentive plan design and performance measure selection | Stock ownership guidelines Cash severance payments policy Clawback policy Anti-hedging policy Independent third-party risk assessment |

  207. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection Our 2023 performance-based annual bonus plan includes the following risk mitigation features:

  208. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Limiting the payout at the maximum performance level to 200% of target |

  209. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Using a company financial performance measure that is based on the earnings reported in our financial statements, with certain adjustments that are limited and predefined and the potential for others related to unplanned or unforeseen items, all of which are made only after thoughtful consideration by the Compensation and Talent Development Committee |

  210. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Incorporating Safety Measures and Sustainability Measures, which are performance measures important to our business operations, in addition to the company financial performance measure |

  211. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Providing the Compensation and Talent Development Committee with discretion over certain incentive plan payouts |

  212. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    Our 2023 annual long-term incentive plan awards include the following risk mitigation features:

  213. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Using a balanced mix of multiple types of awards and performance measures, consisting of a market-based performance measure (relative total shareholder return), a company financial performance measure (long-term EPS growth), a service-based measure (service-based restricted stock units) and stock options |

  214. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Measuring our total shareholder return against the S&P 500 Index and the S&P 500 Utilities Index rather than against peer groups selected by the company, which reduces subjectivity in the determination of peer groups |

  215. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Using multi-year performance periods to promote a longer-term performance horizon |

  216. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Providing zero payouts for performance-based awards if performance is below the 25th percentile threshold level |

  217. Risk Mitigation Features in our Incentive Plan Design and Performance Measure Selection

    | • | Limiting the maximum payout level for performance-based restricted stock unit awards to 200% of the target number of units (including reinvested dividend equivalents) |

  218. Summary Compensation Table

    Summary Compensation Table 2023 SUMMARY COMPENSATION TABLE In the table below, we summarize the compensation for the past three years for each of our named executive officers, which compensation is in part subject to performance and vesting requirements.

  219. Summary Compensation Table

    | | | | Stock Awards(E) | Option Awards(E) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(F) | | | | | Year | Salary(D) | Restricted Stock Units | Service- Based Options | Performance- Based Annual Cash Bonus | Pension Accruals and Above-Market Interest on Non-qualified Deferred Compensation | All Other Compensation(G) | Total | | Jeffrey W. Martin Chairman, Chief Executive Officer and President | 2023 | $1,500,000 | $8,252,705 | $3,833,364 | $4,631,300 | $8,369,692 | $834,820 | $27,421,881 | | | 2022 | $1,400,000 | $7,018,343 | $3,166,681 | $4,296,100 | $1,933,702 | $793,268 | $18,608,094 | | | 2021 | $1,350,000 | $6,083,529 | $2,833,344 | $3,952,300 | $9,954,196 | $502,613 | $24,675,982 | | Trevor I. Mihalik(A) Executive Vice President and Chief Financial Officer | 2023 | $900,000 | $2,440,119 | $1,133,361 | $1,587,900 | $1,589,254 | $169,472 | $7,820,106 | | | 2022 | $830,000 | $1,921,195 | $866,671 | $1,512,300 | $16,122 | $154,236 | $5,300,524 | | | 2021 | $780,000 | $1,659,131 | $772,678 | $1,370,100 | $2,531,389 | $142,583 | $7,255,881 | | Karen L. Sedgwick(B) Chief Administrative Officer and Chief Human Resources Officer | 2023 | $560,000 | $1,627,040 | — | $691,700 | $5,047,785 | $63,671 | $7,990,196 | | | 2022 | $460,000 | $789,340 | — | $529,400 | $12,011 | $49,284 | $1,840,035 | | | 2021 | $392,301 | $491,430 | — | $390,000 | $72,993 | $30,528 | $1,377,252 | | Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | 2023 | $435,000 | $683,312 | — | $383,800 | $124,265 | $46,226 | $1,672,603 | | | 2022 | $410,000 | $740,097 | — | $393,200 | $19,189 | $47,373 | $1,609,859 | | | 2021 | $390,000 | $1,140,578 | — | $380,600 | $53,949 | $48,123 | $2,013,250 | | Kevin C. Sagara(C) Former Executive Vice President and Group President | 2023 | $872,953 | $1,607,553 | $746,687 | $1,420,800 | $4,115,720 | $97,227 | $8,860,940 | | | 2022 | $830,000 | $1,773,307 | $800,006 | $1,512,300 | $2,923,949 | $98,900 | $7,938,462 | | | 2021 | $780,000 | $1,373,004 | $639,341 | $1,370,100 | $3,979,997 | $119,966 | $8,262,408 |

  220. Summary Compensation Table

    | (A) Mr. Mihalik was promoted to Executive Vice President and Group President effective January 1, 2024. |

  221. Summary Compensation Table

    | (B) Ms. Sedgwick was promoted to Executive Vice President and Chief Financial Officer effective January 1, 2024. |

  222. Summary Compensation Table

    | (C) Mr. Sagara retired from the company effective December 1, 2023. |

  223. Summary Compensation Table

    | (D) The salary reported for Mr. Sagara is prorated based upon his December 1, 2023 retirement date and includes $67,692 for the payout of accrued vacation. |

  224. Summary Compensation Table

    | (E) Represents the grant date fair value of stock and option awards granted during the year. These amounts reflect our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 10 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. |

  225. Summary Compensation Table

    Stock awards consist of performance-based and service-based restricted stock units. For the performance-based restricted stock units with a performance measure based on total shareholder return, a Monte Carlo valuation model is used to calculate grant date fair value. For the performance-based restricted stock units with a performance measure based on EPS growth (as adjusted for LTIP purposes), the amounts included in this table assume the target level of performance conditions were achieved. The maximum values for these EPS growth-based awards granted in 2023, assuming the highest level of performance conditions were achieved, would be $7,666,748 for Mr. Martin; $2,266,916 for Mr. Mihalik; $1,032,008 for Ms. Sedgwick; $433,462 for Mr. Wall; and $1,493,446 for Mr. Sagara. For the service-based restricted stock units, the awards were valued at the fair market value of shares of our common stock at the crediting date without reduction for non-transferability, and the amounts included in this table are equal to the number of shares subject to such awards multiplied by the grant

  226. Summary Compensation Table

    | 76 | | 2024 Proxy Statement |

  227. Summary Compensation Table

    date closing price of our common stock. All performance-based and service-based restricted stock units will be settled in shares of Sempra common stock upon vesting, unless deferred in accordance with the terms of the Employee and Director Savings Plan in the case of performance-based restricted stock units, in which case they will be settled in shares of Sempra common stock following separation of service from the company. Option awards consist solely of service-based nonqualified stock options. A Black-Scholes valuation model is used to calculate their grant date fair value. The value actually realized by executives from stock and option awards will depend upon the extent to which performance and service-based vesting conditions are satisfied and the market value of the shares subject to the award upon vesting and sale. For additional information regarding stock and option awards, see “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” below.

  228. Summary Compensation Table

    | (F) Represents (i) the aggregate change in the actuarial present value of accumulated benefits under pension plans at year-end over the prior year-end and (ii) above-market interest (interest in excess of 120% of the federal long-term rate) on compensation deferred on a basis that is not tax-qualified. The 2023 amounts are: |

  229. Summary Compensation Table

    | | Change in Accumulated Benefits(1) | Above-Market Interest | Total | | Jeffrey W. Martin | $8,259,934 | $109,758 | $8,369,692 | | Trevor I. Mihalik | $1,553,079 | $36,175 | $1,589,254 | | Karen L. Sedgwick | $5,028,845 | $18,940 | $5,047,785 | | Peter R. Wall | $117,821 | $6,444 | $124,265 | | Kevin C. Sagara | $4,024,996 | $90,724 | $4,115,720 |

  230. Summary Compensation Table

    | (1) The SERP is a traditional defined benefit pension plan. Defined benefit plans are extremely sensitive to interest rate changes and other economic assumptions. The actuarial value of the pension benefit fluctuates significantly from year to year depending on a number of factors, including changes in pay, the accrual of additional age and service, interest rates and changes in actuarial assumptions such as mortality. Under the defined benefit formula, final average pay is the average base salary for the two consecutive years of highest base salary prior to retirement plus the average of the three highest annual bonuses during the 10 years prior to retirement. Final average pay does not include long-term equity-based incentives. For Mr. Martin, the year-over-year change was driven primarily by an additional year of age and service and pay changes. For additional information regarding pension benefits and deferred compensation, see “Pension Benefits” and “Nonqualified Deferred Compensation” below. |

  231. Summary Compensation Table

    | (G) All Other Compensation amounts for 2023 are: |

  232. Summary Compensation Table

    | | Company 401(k) and Deferred Compensation Plan Contributions | Insurance Premiums(1)(2) | Matching of Charitable Contributions(3) | Other(2)(4) | Total | | Jeffrey W. Martin | $231,767 | $64,011 | $143,333 | $395,709 | $834,820 | | Trevor I. Mihalik | $96,438 | $9,658 | $25,000 | $38,376 | $169,472 | | Karen L. Sedgwick | $43,499 | $2,892 | $7,280 | $10,000 | $63,671 | | Peter R. Wall | $33,109 | $2,892 | $225 | $10,000 | $46,226 | | Kevin C. Sagara | $38,628 | $10,808 | $8,500 | $39,291 | $97,227 |

  233. Summary Compensation Table

    | (1) Amounts consist of premiums for supplemental disability benefits for Messrs. Martin, Mihalik and Sagara, excess personal liability insurance benefits for Ms. Sedgwick and Mr. Wall, and life insurance premiums of $54,278 for Mr. Martin. Information on these programs is provided under “Compensation Discussion and Analysis—Compensation Components—Benefit Plans—Health, Life Insurance and Disability Plans and Other Executive Benefits.” |

  234. Summary Compensation Table

    | (2) Excess personal liability insurance benefits for Messrs. Martin, Mihalik and Sagara are included within their executive benefit program allowances reported in this table under “Other.” |

  235. Summary Compensation Table

    | (3) Amounts consist of our contributions to charitable, educational and other non-profit organizations to match the personal contributions of each named executive officer on a dollar-for-dollar basis up to an annual maximum match of $25,000 for Messrs. Martin, Mihalik and Sagara and $15,000 for Ms. Sedgwick and Mr. Wall, plus for Mr. Martin an additional $143,333, for Ms. Sedgwick an additional $6,000 and for Mr. Sagara an additional $4,000 in contributions under the special double-match program of the Sempra Foundation, which foundation is funded by Sempra and which double-match program was available to all employees. |

  236. Summary Compensation Table

    | (4) For Messrs. Martin, Mihalik and Sagara, amounts include the incremental cost to the company attributable to security-related services, including the use of a car and security personnel, such as a security driver, for Messrs. Martin, Mihalik and Sagara, home and cyber-security assessments for Mr. Mihalik, and personal use of the company’s aircraft service for Mr. Martin (in the amount of $337,439, with the incremental cost calculated based on the amounts invoiced to the company for the applicable flights), which use, in lieu of flying commercial, was encouraged for Mr. Martin by our Board of Directors for security, health and safety reasons. The company considers costs for these services to be business expenses rather than personal benefits because they mitigate the risk to the company by supporting the security, health and safety of our top executives; however, disclosure regulations require certain security expenses to be reported as personal benefits. On rare occasions, family members and guests travel on non-commercial aircraft when the aircraft is already going to a specific destination for a business purpose. This use has a nominal incremental cost to the company and, if calculable, this nominal amount is included in the amounts shown in this column. Amounts also include financial and estate planning services, an executive benefit program allowance of $40,000 for Mr. Martin and $30,000 for Messrs. Mihalik and Sagara, and the cost of a retirement gift for Mr. Sagara. Amounts do not include parking at company offices and the occasional personal use by executive officers of company property and services (including entertainment events which would not otherwise be used for the business purposes for which they were obtained) for which we incur no more than nominal incremental cost or for which we are reimbursed by the executive for the incremental cost of personal use. |

  237. Summary Compensation Table

    | | 2024 Proxy Statement | 77 |

  238. Summary Compensation Table

    SUMMARY OF TOTAL DIRECT COMPENSATION (BASE SALARY, STOCK AWARDS, OPTION AWARDS AND NON-EQUITY INCENTIVE PLAN COMPENSATION) The table below presents an alternative version of the 2023 Summary Compensation Table that excludes the change in actuarial value of pension benefits, nonqualified deferred compensation earnings and the amounts in the “All Other Compensation” column. The purpose of this table is to provide readers with a view of the elements of total direct compensation that are reviewed and determined annually by the Compensation and Talent Development Committee. This table is not a substitute for the 2023 Summary Compensation Table and related footnotes shown above.

  239. Summary Compensation Table

    | | | | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | | | | Year | Salary | Restricted Stock Units | Service- Based Options | Performance- Based Annual Cash Bonus | Total Direct Compensation | | Jeffrey W. Martin Chairman, Chief Executive Officer and President | 2023 | $1,500,000 | $8,252,705 | $3,833,364 | $4,631,300 | $18,217,369 | | | 2022 | $1,400,000 | $7,018,343 | $3,166,681 | $4,296,100 | $15,881,124 | | | 2021 | $1,350,000 | $6,083,529 | $2,833,344 | $3,952,300 | $14,219,173 | | Trevor I. Mihalik Executive Vice President and Chief Financial Officer | 2023 | $900,000 | $2,440,119 | $1,133,361 | $1,587,900 | $6,061,380 | | | 2022 | $830,000 | $1,921,195 | $866,671 | $1,512,300 | $5,130,166 | | | 2021 | $780,000 | $1,659,131 | $772,678 | $1,370,100 | $4,581,909 | | Karen L. Sedgwick Chief Administrative Officer and Chief Human Resources Officer | 2023 | $560,000 | $1,627,040 | — | $691,700 | $2,878,740 | | | 2022 | $460,000 | $789,340 | — | $529,400 | $1,778,740 | | | 2021 | $392,301 | $491,430 | — | $390,000 | $1,273,731 | | Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | 2023 | $435,000 | $683,312 | — | $383,800 | $1,502,112 | | | 2022 | $410,000 | $740,097 | — | $393,200 | $1,543,297 | | | 2021 | $390,000 | $1,140,578 | — | $380,600 | $1,911,178 | | Kevin C. Sagara Former Executive Vice President and Group President | 2023 | $872,953 | $1,607,553 | $746,687 | $1,420,800 | $4,647,993 | | | 2022 | $830,000 | $1,773,307 | $800,006 | $1,512,300 | $4,915,613 | | | 2021 | $780,000 | $1,373,004 | $639,341 | $1,370,100 | $4,162,445 |

  240. Summary Compensation Table

    | 78 | | 2024 Proxy Statement |

  241. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Our named executive officers participated in incentive compensation plans that are designed to encourage high levels of performance on both a short-term and a long-term basis. Performance-based annual cash bonuses were provided under our annual bonus plan. Long-term equity-based incentives were provided under our 2019 Long-Term Incentive Plan. We summarize below our 2023 grants of plan-based awards for each of our executive officers named in the 2023 Summary Compensation Table. 2023 GRANTS OF PLAN-BASED AWARDS

  242. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Performance-Based Annual Bonus)(B) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares)(C)(E) | | | All Other Stock Awards Number of Shares (D)(E) | Option Awards (Service-Based Stock Options)(F) | | | | | Grant Date(A) | Authori- zation Date(A) | Threshold | Target | Maximum | Threshold | Target | Maximum | | Number of Shares | Exercise Price per Share | Grant Date Fair Value of Stock and Option Awards(G) | | Jeffrey W. Martin | | | | | | | | | | | | | | Performance-based Restricted Stock Units (PBRSU) based on TSR vs. S&P 500 Utilities Index | 1/03/23 | 12/14/22 | | | | 6,235 | 24,940 | 49,880 | | | | $2,049,532 | | PBRSU based on TSR vs. S&P 500 Index | 1/03/23 | 12/14/22 | | | | 6,235 | 24,940 | 49,880 | | | | $2,369,799 | | PBRSU based on EPS growth | 1/03/23 | 12/14/22 | | | | 12,470 | 49,878 | 99,756 | | | | $3,833,374 | | Nonqualified Stock Options | 1/03/23 | 12/14/22 | | | | | | | | 219,112 | $76.855 | $3,833,364 | | Performance-Based Annual Bonus | | | $1,050,000 | $2,625,000 | $5,250,000 | | | | | | | | | Trevor I. Mihalik | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/03/23 | 12/14/22 | | | | 1,844 | 7,374 | 14,748 | | | | $605,984 | | PBRSU based on TSR vs. S&P 500 Index | 1/03/23 | 12/14/22 | | | | 1,844 | 7,374 | 14,748 | | | | $700,677 | | PBRSU based on EPS growth | 1/03/23 | 12/14/22 | | | | 3,687 | 14,748 | 29,496 | | | | $1,133,458 | | Nonqualified Stock Options | 1/03/23 | 12/14/22 | | | | | | | | 64,782 | $76.855 | $1,133,361 | | Performance-Based Annual Bonus | | | $360,000 | $900,000 | $1,800,000 | | | | | | | | | Karen L. Sedgwick | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/03/23 | 12/14/22 | | | | 840 | 3,358 | 6,716 | | | | $275,955 | | PBRSU based on TSR vs. S&P 500 Index | 1/03/23 | 12/14/22 | | | | 840 | 3,358 | 6,716 | | | | $319,077 | | PBRSU based on EPS growth | 1/03/23 | 12/14/22 | | | | 1,679 | 6,714 | 13,428 | | | | $516,004 | | Service-based Restricted Stock Units | 1/03/23 | 12/14/22 | | | | | | | 6,714 | | | $516,004 | | Performance-Based Annual Bonus | | | $156,800 | $392,000 | $784,000 | | | | | | | |

  243. Grants of Plan-Based Awards

    | | 2024 Proxy Statement | 79 |

  244. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Performance-Based Annual Bonus)(B) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares)(C)(E) | | | All Other Stock Awards Number of Shares (D)(E) | Option Awards (Service-Based Stock Options)(F) | | | | | Grant Date(A) | Authori- zation Date(A) | Threshold | Target | Maximum | Threshold | Target | Maximum | | Number of Shares | Exercise Price per Share | Grant Date Fair Value of Stock and Option Awards(G) | | Peter R. Wall | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/03/23 | 12/14/22 | | | | 353 | 1,410 | 2,820 | | | | $115,872 | | PBRSU based on TSR vs. S&P 500 Index | 1/03/23 | 12/14/22 | | | | 353 | 1,410 | 2,820 | | | | $133,978 | | PBRSU based on EPS growth | 1/03/23 | 12/14/22 | | | | 705 | 2,820 | 5,640 | | | | $216,731 | | Service-based Restricted Stock Units | 1/03/23 | 12/14/22 | | | | | | | 2,820 | | | $216,731 | | Performance-Based Annual Bonus | | | $87,000 | $217,500 | $435,000 | | | | | | | | | Kevin C. Sagara | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/03/23 | 12/14/22 | | | | 1,215 | 4,858 | 9,716 | | | | $399,223 | | PBRSU based on TSR vs. S&P 500 Index | 1/03/23 | 12/14/22 | | | | 1,215 | 4,858 | 9,716 | | | | $461,607 | | PBRSU based on EPS growth | 1/03/23 | 12/14/22 | | | | 2,429 | 9,716 | 19,432 | | | | $746,723 | | Nonqualified Stock Options | 1/03/23 | 12/14/22 | | | | | | | | 42,680 | $76.855 | $746,687 | | Performance-Based Annual Bonus | | | $322,120 | $805,300 | $1,610,600 | | | | | | | |

  245. Grants of Plan-Based Awards

    | (A) Grant and authorization dates are applicable to equity incentive awards, which consist of performance-based and service-based restricted stock units and nonqualified stock options. The Compensation and Talent Development Committee authorizes these awards as part of annual compensation planning that is typically completed in December with salary adjustments becoming effective on January 1 and awards granted on the first trading day of January. The Compensation and Talent Development Committee approves a dollar value and the other terms for the awards to be granted to each named executive officer. Special equity awards also may be granted at other times, including upon the hiring or promotion of executive officers, to reward extraordinary performance, or to promote retention. In accordance with the terms approved by the Compensation and Talent Development Committee, on the grant date of each award, the precise number of shares to be granted to each named executive officer was calculated using the closing price for shares of our common stock on that date (or, for the nonqualified stock options, a Black-Scholes valuation). |

  246. Grants of Plan-Based Awards

    | (B) Non-equity incentive plan awards consisted of performance-based annual bonuses payable under our annual bonus plan. Amounts reported in the table represent estimates at the beginning of 2023 of bonuses expected to be paid under financial and operational performance measures established by the Compensation and Talent Development Committee. Outstanding company or individual performance may result in the payment of bonuses that exceed the target amounts. In no event will actual payouts exceed the maximum bonuses established under the plan for each executive. |

  247. Grants of Plan-Based Awards

    Performance measures for 2023 were based on an ABP Earnings target of $2,784 million, Safety Measures and Sustainability Measures. For information about the predefined adjustments to earnings for annual bonus plan purposes, please refer to Appendix D to this proxy statement. No bonuses were payable for ABP Earnings of less than $2,561 million and maximum bonuses were payable for ABP Earnings of $3,007 million or more. Target bonuses were set at levels ranging from 175% of base salary for Mr. Martin to 50% of base salary for Mr. Wall, with maximum bonuses ranging from 350% to 100% of base salary, respectively. ABP Earnings for 2023 were $2,977 million and performance for the Safety Measures and Sustainability Measures exceeded target performance as set forth in Table 8 under “Compensation Discussion and Analysis—Compensation Components—Performance-Based Annual Bonuses—ABP Earnings Goal Determination” and in Appendix D to this proxy statement. Accordingly, in February 2024, the Compensation and Talent Development Committee authorized the payment of bonuses to the named executive officers in the amounts reported in the 2023 Summary Compensation Table as non-equity incentive plan compensation earned in 2023.

  248. Grants of Plan-Based Awards

    | (C) Equity incentive plan awards consisted of performance-based restricted stock units. Shares subject to the performance-based restricted stock units generally will vest, in whole or in part, or be forfeited in early 2026 to the extent certified by the Compensation and Talent Development Committee based on our total shareholder return compared to market and peer group indices for the three-year period ending on the first NYSE trading day in 2026 and EPS growth (as adjusted for LTIP purposes) for the three-year period ending December 31, 2025. For information about the treatment of performance-based restricted stock units in the event of a termination of employment before the end of the performance period or a change in control, see “Severance and Change in Control Benefits” below. |

  249. Grants of Plan-Based Awards

    For the two components of performance-based restricted stock units with a total shareholder return performance measure, the target number of shares will vest if we have achieved a cumulative three-year total shareholder return that places us among the top 50% of the companies in the S&P 500 Utilities Index or S&P 500 Index, as applicable, with additional shares vesting ratably for performance above the 50th percentile of the applicable index to the maximum number (200% of the target number) of shares for performance at or above the 90th percentile of that index. If our performance does not place us among the top 50%, but is at or above the 25th percentile of the companies in the applicable index, the number of shares that will vest declines from the target number of shares at the 50th percentile to 25% of the target number of shares at the 25th percentile and zero shares below the 25th percentile.

  250. Grants of Plan-Based Awards

    | 80 | | 2024 Proxy Statement |

  251. Grants of Plan-Based Awards

    For the performance-based restricted stock units with an EPS growth performance measure, the target number of shares will vest, subject to the Compensation and Talent Development Committee’s discretion (to make adjustments to earnings), if we have achieved a three-year EPS CAGR of 6.5%. If performance is at 7.9%, 150% of the target number of shares will vest, and if performance is at 9.1% or higher, the maximum number (200% of the target number) of shares will vest. If our three-year EPS CAGR is less than 6.5%, the number of shares that will vest declines from the target number of shares at 6.5% to 25% of the target number of shares at 6.2% and zero shares below 6.2%.

  252. Grants of Plan-Based Awards

    | (D) These awards represent service-based restricted stock units that vest ratably over three years. For information about the treatment of service-based restricted stock units in the event of a termination of employment before the end of the service period or a change in control, see “Severance and Change in Control Benefits” below. |

  253. Grants of Plan-Based Awards

    | (E) During the performance or service periods, dividends paid or that would have been paid on the shares subject to the award are deemed reinvested to purchase additional shares, at their fair market value, which become subject to the same forfeiture and vesting conditions (including performance criteria, if applicable) as the shares to which the dividends relate. Due to the inability to forecast stock prices at which future dividends would be reinvested, the amounts shown in the table do not include such dividends. |

  254. Grants of Plan-Based Awards

    Unless the named executive officer instructs otherwise, the company will withhold a sufficient number of shares to which the participant would otherwise be entitled to pay the minimum amount of withholding taxes that become payable.

  255. Grants of Plan-Based Awards

    | (F) Stock options are nonqualified, service-based options to purchase shares of our common stock. They were granted at an exercise price equal to the grant date closing price of our common stock and have a 10-year term, subject to earlier expiration following termination of employment, subject to certain exceptions. They generally vest and become exercisable ratably over three years. For information about the treatment of stock options in the event of a termination of employment before the end of the vesting period or a change in control, see “Severance and Change in Control Benefits” below. |

  256. Grants of Plan-Based Awards

    | (G) These amounts reflect our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the award. They are calculated in accordance with GAAP based on the assumptions described in Note 10 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. The value actually realized by executives from stock and option awards will depend upon the extent to which performance and service-based vesting conditions are satisfied and the market value of the shares subject to the award upon vesting and sale. |

  257. Grants of Plan-Based Awards

    | | 2024 Proxy Statement | 81 |

  258. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End We summarize below our grants of equity awards that were outstanding at December 31, 2023, for each of our executive officers named in the 2023 Summary Compensation Table. These awards consist of nonqualified stock options and performance-based and service-based restricted stock units. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

  259. Outstanding Equity Awards at Year-End

    | | | | | | | Stock Awards | | | | | | | Option Awards (Service-Based Stock Options)(A) | | | | Equity Incentive Plan Awards (Performance-Based Restricted Stock Units)(B) | | Other Stock Awards (Service-Based Restricted Stock Units)(C) | | | | Grant Date | Number of Shares Underlying Unexercised Options | | Exercise Price | Expiration Date | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | | | | Exercisable | Unexercisable | | | | | | | | Jeffrey W. Martin | 01/03/23 | — | 219,112 | $76.855 | 01/01/33 | | | | | | | 01/03/23 | | | | | 23,862 | $1,783,206 | | | | | 01/03/23 | | | | | 8,840 | 660,588 | | | | | 01/03/23 | | | | | 51,094 | 3,818,274 | | | | | 01/03/22 | 96,048 | 192,094 | $65.995 | 01/01/32 | | | | | | | 01/03/22 | | | | | 50,604 | 3,781,655 | | | | | 01/03/22 | | | | | 43,520 | 3,252,224 | | | | | 01/03/22 | | | | | 50,604 | 3,781,655 | | | | | 01/04/21 | 198,102 | 99,050 | $61.900 | 01/01/31 | | | | | | | 01/04/21 | | | | | 36,043 | 2,693,468 (F) | | | | | 01/04/21 | | | | | 27,126 | 2,027,091(F) | | | | | 01/04/21 | | | | | 99,768 | 7,455,640 (G) | | | | | 01/02/20 | 212,552 | — | $74.560 | 01/01/30 | | | | | | | 01/02/19 | 272,728 | — | $53.380 | 01/01/29 | | | | | | | | 779,430 | 510,256 | $65.640(E) | | 391,461 | $29,253,801 | — | $— | | Trevor I. Mihalik | 01/03/23 | — | 64,782 | $76.855 | 01/01/33 | | | | | | | 01/03/23 | | | | | 7,055 | $527,240 | | | | | 01/03/23 | | | | | 2,614 | 195,316 | | | | | 01/03/23 | | | | | 15,108 | 1,128,993 | | | | | 01/03/22 | 26,288 | 52,572 | $65.995 | 01/01/32 | | | | | | | 01/03/22 | | | | | 13,853 | 1,035,258 | | | | | 01/03/22 | | | | | 11,914 | 890,322 | | | | | 01/03/22 | | | | | 13,851 | 1,035,101 | | | | | 01/04/21 | 54,024 | 27,012 | $61.900 | 01/01/31 | — | — | | | | | 01/04/21 | | | | | 9,830 | 734,561(F) | | | | | 01/04/21 | | | | | 7,398 | 552,827(F) | | | | | 01/04/21 | | | | | 27,210 | 2,033,386 (G) | | | | | 01/02/20 | 31,884 | — | $74.560 | 01/01/30 | | | | | | | 01/02/19 | 31,024 | — | $53.380 | 01/01/29 | | | | | | | | 143,220 | 144,366 | $66.876(E) | | 108,833 | $8,133,004 | — | $— | | Karen L. Sedgwick | 01/03/23 | | | | | 3,213 | $240,096 | | | | | 01/03/23 | | | | | 1,190 | 88,944 | | | | | 01/03/23 | | | | | 6,878 | 513,972 | | | | | 01/03/23 | | | | | | | 6,878 | $513,972(H) | | | 01/03/22 | | | | | 3,923 | 293,176 | | | | | 01/03/22 | | | | | 3,374 | 252,131 | | | | | 01/03/22 | | | | | 3,921 | 293,018 | | | | | 01/03/22 | | | | | | | 2,613 | 195,293(I) | | | 01/04/21 | | | | | 1,987 | 148,513(F) | | | | | 01/04/21 | | | | | 1,496 | 111,770(F) | | | | | 01/04/21 | | | | | 5,497 | 410,782(G) | | | | | 01/04/21 | | | | | | | 915 | 68,409(J) | | | | — | — | —(E) | | 31,479 | $2,352,402 | 10,406 | $777,674 |

  260. Outstanding Equity Awards at Year-End

    | 82 | | 2024 Proxy Statement |

  261. Outstanding Equity Awards at Year-End

    | | | | | | | Stock Awards | | | | | | | Option Awards (Service-Based Stock Options)(A) | | | | Equity Incentive Plan Awards (Performance-Based Restricted Stock Units)(B) | | Other Stock Awards (Service-Based Restricted Stock Units)(C) | | | | Grant Date | Number of Shares Underlying Unexercised Options | | Exercise Price | Expiration Date | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | | | | Exercisable | Unexercisable | | | | | | | | Peter R. Wall | 01/03/23 | | | | | 1,349 | $100,815 | | | | | 01/03/23 | | | | | 500 | 37,347 | | | | | 01/03/23 | | | | | 2,889 | 215,877 | | | | | 01/03/23 | | | | | | | 2,889 | $215,877(H) | | | 01/03/22 | | | | | 3,678 | 274,892 | | | | | 01/03/22 | | | | | 3,163 | 236,407 | | | | | 01/03/22 | | | | | 3,676 | 274,734 | | | | | 01/03/22 | | | | | | | 2,451 | 183,156(I) | | | 01/04/21 | | | | | 2,186 | 163,340(F) | | | | | 01/04/21 | | | | | 1,645 | 122,929(F) | | | | | 01/04/21 | | | | | 6,046 | 451,827(G) | | | | | 01/04/21 | | | | | | | 1,007 | 75,250(J) | | | 01/04/21 | | | | | | | 5,281 | 394,657(K) | | | | — | — | —(E) | | 25,132 | $1,878,168 | 11,628 | $868,940 | | Kevin C. Sagara | 01/03/23 | — | 42,680 | $76.855 | 01/01/33 | | | | | | | 01/03/23 | | | | | 4,648 | $347,346 | | | | | 01/03/23 | | | | | 1,722 | 128,674 | | | | | 01/03/23 | | | | | 9,953 | 743,782 | | | | | 01/03/22 | 24,266 | 48,528 | $65.995 | 01/01/32 | | | | | | | 01/03/22 | | | | | 12,786 | 955,502 | | | | | 01/03/22 | | | | | 10,996 | 821,731 | | | | | 01/03/22 | | | | | 12,786 | 955,502 | | | | | 01/04/21 | 44,702 | 22,350 | $61.900 | 01/01/31 | | | | | | | 01/04/21 | | | | | 8,135 | 607,937(F) | | | | | 01/04/21 | | | | | 6,122 | 457,530(F) | | | | | 01/04/21 | | | | | 22,515 | 1,682,544(G) | | | | | | 68,968 | 113,558 | $67.030(E) | | 89,663 | $6,700,548 | — | $— |

  262. Outstanding Equity Awards at Year-End

    | (A) Stock options generally vest and become exercisable ratably over three years and they remain exercisable until they expire at the end of the 10-year term, subject to earlier expiration following termination of employment (subject to certain exceptions). For information about the treatment of stock options in the event of a termination of employment before the end of the vesting period or a change in control, see “Severance and Change in Control Benefits” below. |

  263. Outstanding Equity Awards at Year-End

    | (B) Performance-based restricted stock units generally will vest, in whole or in part, or be forfeited at the end of a three-year performance period to the extent certified by the Compensation and Talent Development Committee based on our total shareholder return compared to market and peer group indices and our EPS growth (as adjusted for LTIP purposes). For information about the treatment of performance-based restricted stock units in the event of a termination of employment before the end of the performance period or a change in control, see “Severance and Change in Control Benefits” below. |

  264. Outstanding Equity Awards at Year-End

    For total shareholder return-based awards, we have reported the number and market value of shares subject to the awards (together with reinvested dividends and dividend equivalents) that would have vested at December 31, 2023 had the applicable performance and service periods ended at that date. As of December 31, 2023, the performance for these awards as a percentage of target was:

  265. Outstanding Equity Awards at Year-End

    | Total Shareholder Return-Based Awards | Performance as of December 31, 2023 | | 01/03/23 Award (TSR vs. S&P 500 Utilities Index) | 93.40% | | 01/03/23 Award (TSR vs. S&P 500 Index) | 34.60% | | 01/03/22 Award (TSR vs. S&P 500 Utilities Index) | 200.00% | | 01/03/22 Award (TSR vs. S&P 500 Index) | 172.00% | | 01/04/21 Award (TSR vs. S&P 500 Utilities Index) | 144.50% | | 01/04/21 Award (TSR vs. S&P 500 Index) | 108.75% |

  266. Outstanding Equity Awards at Year-End

    On January 25, 2024, the January 4, 2021 awards based on total shareholder return compared to the S&P 500 Utilities Index vested at 144.5% of target and the January 4, 2021 awards based on total shareholder return compared to the S&P 500 Index vested at 108.75% of target. The EPS growth-based awards granted on January 3, 2022 and January 3, 2023 (together with related reinvested dividend equivalents) are reported based on target performance, as the applicable performance period has not yet ended and the EPS (as adjusted for LTIP purposes) for the final year(s) of the performance period has not yet been determined. The number of shares that ultimately vest will depend upon the extent to which the performance measures have been satisfied at the actual end of the applicable performance period and may be fewer or greater than the number reported in the table.

  267. Outstanding Equity Awards at Year-End

    | | 2024 Proxy Statement | 83 |

  268. Outstanding Equity Awards at Year-End

    On February 21, 2024, the January 4, 2021 awards based on EPS growth (as adjusted for LTIP purposes) with a performance period that ended on December 31, 2023 vested at 200% of target, or maximum performance. These awards are reported based on the final performance result of 200% of target. For additional detail, see Note B to the 2023 Option Exercises and Stock Vested table below.

  269. Outstanding Equity Awards at Year-End

    | (C) The awards granted on January 3, 2023, January 3, 2022 and January 4, 2021 represent service-based restricted stock units that vest ratably over the three years following the grant date of the applicable award on the first NYSE trading day of each year, except that the special award granted to Mr. Wall on January 4, 2021 vests ratably over four years. For information about the treatment of service-based restricted stock units in the event of a termination of employment before the end of the service period or a change in control, see “Severance and Change in Control Benefits” below. |

  270. Outstanding Equity Awards at Year-End

    | (D) Includes shares deemed purchased with reinvested dividends and dividend equivalents that become subject to the same forfeiture conditions as the shares to which the dividends relate. Does not include reinvested dividends and dividend equivalents with a record date of December 6, 2023, which were paid on January 15, 2024. |

  271. Outstanding Equity Awards at Year-End

    | (E) The weighted-average exercise price for outstanding options as of December 31, 2023 was (1) $65.64 for Mr. Martin, $66.88 for Mr. Mihalik and $67.03 for Mr. Sagara for all outstanding options; (2) $69.86 for Mr. Martin, $70.10 for Mr. Mihalik and $69.27 for Mr. Sagara for all unexercisable options and (3) $62.88 for Mr. Martin, $63.62 for Mr. Mihalik and $63.34 for Mr. Sagara for all exercisable options. |

  272. Outstanding Equity Awards at Year-End

    | (F) These awards vested on January 25, 2024, immediately following the Compensation and Talent Development Committee’s determination and certification of the total shareholder return results. The value realized upon the vesting of these shares is set forth in Note B to the 2023 Option Exercises and Stock Vested table below. |

  273. Outstanding Equity Awards at Year-End

    | (G) These awards vested on February 21, 2024, immediately following the Compensation and Talent Development Committee’s determination and certification of the EPS growth (as adjusted for LTIP purposes) results. The value realized upon the vesting of these shares is set forth in Note B to the 2023 Option Exercises and Stock Vested table below. |

  274. Outstanding Equity Awards at Year-End

    | (H) The first of three annual installments of these awards vested on January 2, 2024. |

  275. Outstanding Equity Awards at Year-End

    | (I) The second of three annual installments of these awards vested on January 2, 2024. |

  276. Outstanding Equity Awards at Year-End

    | (J) The third of three annual installments of these awards vested on January 2, 2024. |

  277. Outstanding Equity Awards at Year-End

    | (K) The third of four annual installments of Mr. Wall’s special January 4, 2021 award vested on January 2, 2024. |

  278. Outstanding Equity Awards at Year-End

    | 84 | | 2024 Proxy Statement |

  279. Option Exercises and Stock Vested

    Option Exercises and Stock Vested We summarize below the restricted stock units that vested during 2023 for each of our executive officers named in the 2023 Summary Compensation Table. No named executive officers exercised stock options in 2023. 2023 OPTION EXERCISES AND STOCK VESTED

  280. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(A)(B) | | Jeffrey W. Martin | 100,993 | $7,999,789 | | Trevor I. Mihalik | 31,849 | $2,519,167 | | Karen L. Sedgwick | 6,908 | $541,105 | | Peter R. Wall | 11,803 | $922,351 | | Kevin C. Sagara | 16,988 | $1,341,956 |

  281. Option Exercises and Stock Vested

    | (A) Market value of vesting stock (including reinvested dividends) at the vesting date, determined by multiplying the number of shares vested by the closing price of our common stock on the vesting date. Also includes the dividend equivalent with a record date of December 22, 2022, that was paid on January 15, 2023. |

  282. Option Exercises and Stock Vested

    | (B) The performance-based restricted stock unit awards granted in January 2020 and April 2020 that measured total shareholder return performance against the S&P 500 Utilities Index companies and the S&P 500 Index companies vested on January 26, 2023 at 130.5% of target performance and 80.8% of target performance, respectively. The performance-based restricted stock unit awards granted in January 2020 and April 2020 based on EPS growth (as adjusted for LTIP purposes) vested on February 21, 2023 at 200% of target performance. Service-based restricted stock unit awards that vested on January 3, 2023 consisted of the third of three annual installments of the annual awards granted to Messrs. Mihalik, Sagara and Wall and Ms. Sedgwick on January 2, 2020 and to Mr. Wall on April 1, 2020; the second of three annual installments of the annual awards granted to Ms. Sedgwick and Mr. Wall on January 4, 2021; the first of three annual installments of the annual awards granted to Ms. Sedgwick and Mr. Wall on January 3, 2022; and the second of four annual installments of the special award granted to Mr. Wall on January 4, 2021. |

  283. Option Exercises and Stock Vested

    The performance-based restricted stock unit awards granted in January 2021 that measured total shareholder return performance against the S&P 500 Utilities Index companies and the S&P 500 Index companies vested on January 25, 2024 at 144.5% of target performance and 108.75% of target performance, respectively. The performance-based restricted stock unit awards granted in January 2021 based on EPS growth (as adjusted for LTIP purposes) vested on February 21, 2024 at 200% of target performance. Service-based restricted stock unit awards that vested on January 2, 2024 consisted of the third of three annual installments of the annual awards granted to Ms. Sedgwick and Mr. Wall on January 4, 2021; the second of three annual installments of the annual awards granted to Ms. Sedgwick and Mr. Wall on January 3, 2022; the first of three annual installments of the annual awards granted to Ms. Sedgwick and Mr. Wall on January 3, 2023; and the third of four annual installments of the special award granted to Mr. Wall on January 4, 2021. The number of shares acquired upon the vesting of these awards and their market value (including the units and the value of the dividend equivalent with a record date of December 6, 2023, which was paid on January 15, 2024), none of which are reflected in this table due to the vesting of the applicable awards after December 31, 2023, were 164,232 shares and $11,739,842 for Mr. Martin; 44,791 shares and $3,201,768 for Mr. Mihalik; 13,603 shares and $992,081 for Ms. Sedgwick; 15,839 shares and $1,157,676 for Mr. Wall; and 37,065 shares and $2,649,529 for Mr. Sagara.

  284. Option Exercises and Stock Vested

    | | 2024 Proxy Statement | 85 |

  285. Pension Benefits

    Pension Benefits Our named executive officers participate in our Cash Balance Plan, a broad-based tax-qualified retirement plan that is subject to certain limits under the Internal Revenue Code. Under the plan, we annually credit to a notional account for each participant an amount equal to 7.5% of the participant’s salary and performance-based annual bonus. Account balances earn interest and are fully vested after three years of service. In addition to the Cash Balance Plan, Messrs. Martin and Mihalik and Ms. Sedgwick participate, and prior to his retirement Mr. Sagara participated, in a Supplemental Executive Retirement Plan, a nonqualified pension plan designed to recruit and retain executive talent. Under the plan, benefits are calculated using a defined benefit formula based on final average earnings (average base salary for the two consecutive years of highest base salary prior to retirement plus the average of the three highest annual bonuses during the 10 years prior to retirement), years of service and age at retirement of the executive officer. Benefits payable under the Supplemental Executive Retirement Plan are reduced by benefits payable under the Cash Balance Plan. Benefits under the Supplemental Executive Retirement Plan’s defined benefit formula begin to vest after five years of service and attainment of age 55, with full vesting when age plus years of service total 70 or the executive attains age 60, subject to exceptions for certain terminations in connection with a change in control. Mr. Sagara, who became a participant in the plan on August 11, 2018, became vested in the defined benefit on August 11, 2023, after which his prior service was considered. Benefits for Ms. Sedgwick, who became a participant in the plan on November 14, 2023, will not begin vesting in the defined benefit until she has participated in the plan for five years, after which prior service will be considered. Upon normal retirement at age 62, the annual benefit (as a percentage of final average earnings) in the form of a 50% joint and survivor annuity is 20% after five years of service, 40% after 10 years of service, 50% after 15 years of service, 60% after 20 years of service, 62.5% after 30 years of service, and 65% after 40 years of service. Reduced benefits based on age and years of service are provided for retirement as early as age 55 and the completion of five years of service. Supplemental Executive Retirement Plan participants who have at least three years of service and do not meet the minimum vesting criteria under the defined benefit formula, which includes Ms. Sedgwick, and Cash Balance Restoration Plan participants, which includes Mr. Wall, are entitled to a benefit equal to the benefit that would have been received under the tax-qualified Cash Balance Plan but for Internal Revenue Code limitations on pay and benefits under tax-qualified plans. Account balances in the Cash Balance Restoration Plan earn interest and are fully vested after three years of service. Retiring employees may elect to receive the retirement date present value of their vested accumulated retirement benefits in a single lump sum payment. Alternatively, they may elect an annuity that provides the actuarial equivalent of the lump sum benefit. We summarize below the present value of accumulated benefits under our various retirement plans at December 31, 2023, for each of our executive officers named in the 2023 Summary Compensation Table. PENSION BENEFITS AT YEAR-END

  286. Pension Benefits

    | | Plan | Years of Credited Service | Present Value of Accumulated Benefit(A) | | Jeffrey W. Martin(B) | Cash Balance Plan | 19 | $473,208 | | | Supplemental Executive Retirement Plan | 19 | $46,318,993 | | | Total | | $46,792,201 | | Trevor I. Mihalik(B) | Cash Balance Plan | 11 | $274,725 | | | Supplemental Executive Retirement Plan | 11 | $9,086,129 | | | Total | | $9,360,854 | | Karen L.Sedgwick(B) | Cash Balance Plan | 32 | $703,345 | | | Supplemental Executive Retirement Plan | 32 | $5,159,584 | | | Total | | $5,862,929 | | Peter R. Wall(C) | Cash Balance Plan | 11 | $242,881 | | | Cash Balance Restoration Plan | 11 | $220,516 | | | Total | | $463,397 | | Kevin C. Sagara(B)(D) | Cash Balance Plan | 20 | $640,786 | | | Supplemental Executive Retirement Plan | 20 | $19,963,694 | | | Total | | $20,604,480 |

  287. Pension Benefits

    | (A) Amounts are based on the assumptions used for financial reporting purposes set forth in Note 9 of the Notes to Consolidated Financial Statements contained in our 2023 Annual Report to Shareholders, except that retirement age has been assumed to be the earliest time at which the executive could retire under each of the plans without any benefit reduction due to age. |

  288. Pension Benefits

    Amounts shown for the Cash Balance Plan are based on the greater of the amounts payable under the plan or the sum of the present value of the accumulated benefit payable under a frozen predecessor plan plus future cash balance accruals. The amounts shown for the Supplemental Executive Retirement Plan and the Cash Balance Restoration Plan are the present value of the incremental benefit over that provided by the Cash Balance Plan.

  289. Pension Benefits

    | 86 | | 2024 Proxy Statement |

  290. Pension Benefits

    | (B) Messrs. Martin and Mihalik are, and prior to his retirement Mr. Sagara was, eligible for early retirement benefits under the defined benefit formula of the Supplemental Executive Retirement Plan. Ms. Sedgwick is not yet vested in a benefit under the defined benefit formula of the Supplemental Executive Retirement Plan. However, Ms. Sedgwick would have been entitled to the benefit that would have been received under the tax-qualified Cash Balance Plan but for Internal Revenue Code limitations on pay and benefits under tax-qualified plans. At December 31, 2023, Mr. Martin was age 61, Mr. Mihalik was age 57, Ms. Sedgwick was age 57 and Mr. Sagara was age 62. Had they retired at December 31, 2023 and received their benefits under the plans as a lump sum, their early retirement benefits would have been $47,961,076 for Mr. Martin; $12,349,980 for Mr. Mihalik; and $1,069,146 for Ms. Sedgwick. |

  291. Pension Benefits

    | (C) Mr. Wall, who is not a participant in the Supplemental Executive Retirement Plan, is vested in benefits under the Cash Balance Plan and nonqualified Cash Balance Restoration Plan. Had his employment terminated on December 31, 2023, Mr. Wall’s benefit would have been $526,461. |

  292. Pension Benefits

    | (D) Mr. Sagara’s total service is 27 years, including his prior employment from 1992-1999, for which a pension benefit was distributed in 2000, and 20 years of service following his rehire in 2003. The pension benefits in this table only reflect Mr. Sagara’s service since his rehire in 2003. Mr. Sagara retired on December 1, 2023 at age 62. He received benefits of $640,786 from the Cash Balance Plan on January 2, 2024 and is entitled to a benefit of $20,414,062 from the Supplemental Executive Retirement Plan on June 1, 2024. |

  293. Pension Benefits

    | | 2024 Proxy Statement | 87 |

  294. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our nonqualified Employee and Director Savings Plan permits executives to elect on a year-by-year basis to defer the receipt of up to 85% of their annual salary and performance-based annual bonus for payment in installments or in a lump sum at a future date in connection with an executive’s separation of service from the company or on a fixed in-service distribution date. Executive officers also may defer all or a portion of certain performance-based restricted stock unit awards upon vesting. The timing and form of distribution are selected by the executive at the time of the deferral election, and subsequent changes are limited. In the event of a change in control, participant accounts are distributed in a lump sum immediately prior to the date of the change in control. Deferred amounts are fully vested and earn interest at a rate reset annually to the higher of 110% of the Moody’s Corporate Bond Yield Average Rate or the Moody’s Corporate Bond Yield Average Rate plus 1% (5.69% for 2023) or, at the election of the executive, are deemed invested in investment accounts that mirror the investment accounts available under our tax-qualified 401(k) savings plan in which all employees may participate. Deferrals of performance-based restricted stock unit awards cannot be transferred into other investments and are paid out in shares of common stock in accordance with the officer’s payout elections following separation of service from the company. The Internal Revenue Code places annual limits on the amounts that employees and employers can defer into a 401(k) savings plan. Because of these limits, the company makes matching contributions for deferred compensation plan participants through the deferred compensation plan. The deferred compensation matching contribution is equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. There are no company matching contributions on deferrals of performance-based restricted stock unit awards. All employee contributions and related investment earnings in the deferred compensation plan vest immediately. New participants are immediately eligible for company matching contributions and company matching contributions (including related earnings) vest after one year of service. We summarize below information regarding the participation by each of our named executive officers in our nonqualified deferred compensation plans. 2023 NONQUALIFIED DEFERRED COMPENSATION

  295. Nonqualified Deferred Compensation

    | | Executive Contributions in 2023(A) | Company Contributions in 2023(B) | Aggregate Earnings in 2023(C) | Aggregate Balance at 12/31/23(D) | | Jeffrey W. Martin | $1,888,061 | $219,723 | $291,545 | $13,070,498 | | Trevor I. Mihalik | $1,278,814 | $84,119 | $76,364 | $4,753,354 | | Karen L. Sedgwick | $119,622 | $31,829 | $56,658 | $1,041,668 | | Peter R. Wall | $91,049 | $21,534 | $18,027 | $370,180 | | Kevin C. Sagara | $82,489 | $26,506 | $248,028 | $6,812,667 |

  296. Nonqualified Deferred Compensation

    | (A) Executive contributions consist of deferrals of salary and performance-based annual bonus that also are reported as compensation in the 2023 Summary Compensation Table, as well as the deferral at vesting of certain performance-based restricted stock unit awards. Timing differences between reporting bonus compensation in the 2023 Summary Compensation Table (which reports bonus amounts in the year for which they were earned) and related deferral dates (the date on which the bonuses would have been paid to the executive) may in any year result in lesser or greater amounts reported as executive contributions in this table than the amounts that have been reported as compensation for the same year in the 2023 Summary Compensation Table. Executive contributions in 2023 that are also included as 2023 salary reported in the 2023 Summary Compensation Table total $599,231 for Mr. Martin; $179,731 for Mr. Mihalik; $61,388 for Ms. Sedgwick; $47,797 for Mr. Wall; and $82,489 for Mr. Sagara. Deferrals of the 2023 performance-based annual bonus that was paid in March 2024 are not included in this table. |

  297. Nonqualified Deferred Compensation

    | (B) Company contributions are equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. |

  298. Nonqualified Deferred Compensation

    | (C) Earnings are measured as the difference in deferred account balances between the beginning and the end of the year plus nonqualified deferred compensation distributions (if applicable) and minus executive and company contributions made during the year. Earnings consisting of above-market interest also are reported in the 2023 Summary Compensation Table. Excluding above-market interest, earnings for 2023 were $181,787 for Mr. Martin; $40,189 for Mr. Mihalik; $37,718 for Ms. Sedgwick; $11,583 for Mr. Wall; and $157,339 for Mr. Sagara. These earnings are not reported in the 2023 Summary Compensation Table. |

  299. Nonqualified Deferred Compensation

    | (D) Year-end balances consist of executive and company contributions and earnings on contributed amounts, less any distributions. All contributions and all earnings that consist of above-market interest have been included in the 2023 Summary Compensation Table for 2023 or prior years. Such aggregate amounts (other than the 2020 bonus paid in 2021) reported in the 2023 Summary Compensation Table for fiscal years 2021, 2022 and 2023 are $5,202,604 for Mr. Martin; $2,644,415 for Mr. Mihalik; $362,945 for Ms. Sedgwick; $268,355 for Mr. Wall; and $763,418 for Mr. Sagara. These amounts do not include deferrals of the 2023 performance-based annual bonus paid in March 2024 but do include deferrals of the 2020 performance-based annual bonus paid in March 2021. |

  300. Nonqualified Deferred Compensation

    | 88 | | 2024 Proxy Statement |

  301. Pay-Versus-Performance

    | Year (a) | Summary Compensation Table Total for PEO(A) (b) | Compensation Actually Paid to PEO(A) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(A) (d) | Average Compensation Actually Paid to Non-PEO NEOs(A) (e) | Value of Initial Fixed $100 Investment Based on | | | | | | | | | | Total Shareholder Return(B) (f) | Peer Group Total Shareholder Return(B) (g) | Net Income (in millions)(C) (h) | ABP Earnings (in millions)(D) (i) | | 2023(E) | $27,421,881 | $11,517,838 | $6,585,961 | $3,417,879 | $113 | $112 | $3,618 | $2,977 | | 2022(E) | $18,608,094 | $34,176,500 | $4,172,220 | $6,055,660 | $113 | $120 | $2,285 | $2,947 | | 2021(E) | $24,675,982 | $11,770,982 | $4,727,198 | $2,995,826 | $94 | $118 | $1,463 | $2,558 | | 2020(E) | $23,181,719 | $1,151,962 | $5,277,710 | $337,680 | $87 | $100 | $4,105 | $2,339 |

  302. Pay-Versus-Performance

    | (A) The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by the PEO or the Non-PEO NEOs during each applicable year. The calculation of compensation actually paid (CAP) for purposes of this table includes point-in-time valuations as required by the SEC’s prescribed methodology of stock awards and option awards (collectively, Equity Awards), including unvested Equity Awards, and these values fluctuate based on the company’s stock price. See the 2023 Summary Compensation Table (SCT) for the amounts of the PEO’s and each of the Non-PEO NEO’s base salary, annual bonus plan award and certain other compensation and the 2023 Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of restricted stock unit awards and the exercise of stock options during 2023. |