DEF 14A of Southwest Gas Holdings, Inc.
Filed Mar 17, 2025 · FY20240001692115-25-000094
Table of Contents
| | Executive Compensation Tables | 64 | | | Summary Compensation Table (2024, 2023 and 2022) | 64 | | | Grants of Plan-Based Awards (2024) | 67 | | | Outstanding Equity Awards at Fiscal Year-End 2024 | 68 | | | Stock Vested During 2024 | 70 | | | Pension Benefits | 70 | | | Nonqualified Deferred Compensation (2024) | 71 | | | Post-Termination Benefits | 72 | | | Pay Ratio Disclosure | 75 | | | Pay Versus Performance | 76 | | AUDIT MATTERS | | 83 | | | | | | | Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 83 | | | Selection and Engagement of the Independent Registered Public Accounting Firm | 84 | | | Independent Auditor Fees | 84 | | | Pre-Approval Policy and Procedures | 85 | | | Audit Committee Report | 85 | | SECURITIES OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | | 86 | | | Directors, Director Nominees, and Named Executive Officers | 86 | | | Certain Beneficial Owners | 87 | | SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING | | 88 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | 89 |
Director Biographies
Director Biographies The names of the nominees, their principal occupation and the Board’s reasons for their selection are set forth below. Except as noted, each of the nominees has held the position listed beside their name for at least the past five years.
Director Biographies
| | | | | | E. RENAE CONLEY CEO, ER Solutions, LLC Former Utility Company Executive | | | | Chair of the Board | Board Committees: Audit, Compensation Other Public Company Boards: TXNM Energy, Inc. (NYSE: TXNM) | | | Age: 67 Director Since: 2022 | |
Director Biographies
| Background ▪CEO of ER Solutions, LLC, an energy consulting firm. ▪Has over 30 years of business experience in the energy industry, including leadership positions in finance, management, operations and human resources. ▪Served as EVP, Human Resources and Administration and Chief Diversity Officer of Entergy Corporation from 2010 to 2013. ▪Previously served as Chairman, President and CEO of Entergy Louisiana and Gulf States Louisiana (2000 – 2010). ▪Held a variety of positions at PSI Energy/Cinergy Corporation, including President of Cincinnati Gas and Electric prior to joining Entergy. ▪Serves on the Ball State University Board of Trustees. ▪Has a B.S. in Accounting and an M.B.A. from Ball State University Miller College of Business. | Qualifications, Skills and Experience The Board determined that Ms. Conley should serve as a director given her strong energy background and substantial ESG expertise. She brings vast knowledge and experience in the energy utility industry, financial topics, and legal and regulatory affairs, along with experience in corporate functional leadership and with public company governance processes. |
Director Biographies
| 2025 Notice and Proxy | 9 |
Director Biographies
| | | | | | ANDREW W. EVANS Retired Utility Company Executive, Southern Company | | | | Age: 58 Director Since: 2022 | Board Committees: Audit, Strategic Transactions Other Public Company Boards: Centuri Holdings, Inc. (NYSE: CTRI) |
Director Biographies
| Background ▪Retired Chief Financial Officer of Southern Company, an electrical and natural gas utility holding company. ▪Served as CFO of Southern Company from 2018 to 2021, with responsibility for investor relations, public reporting, information technology, cybersecurity, business development, risk and capital deployment. ▪Served as Chairman, President and Chief Executive Officer of AGL Resources, Inc., the largest publicly traded gas distribution system in the U.S. ▪Served as Treasurer, CFO, and COO before becoming CEO during his 15 years at AGL. ▪Worked at the Federal Reserve Bank of Boston, and at Mirant Corp, a global energy provider. ▪Currently a trustee of Emory University and is a director of Georgia Power. ▪Has served as chair of several philanthropic organizations, including the Grady Hospital Foundation and Zoo Atlanta. ▪Was selected for his position as a director pursuant to the terms of the Company’s Cooperation Agreement with the Icahn Group. | Qualifications, Skills and Experience The Board determined that Mr. Evans should serve as a director because of his broad knowledge of the utility industry and his experience with enterprise risk management. He also was Chief Executive Officer and Chief Financial Officer for publicly traded natural gas and electrical utilities. |
Director Biographies
| 10 | Southwest Gas Holdings, Inc. |
Director Biographies
| | | | | | KAREN S. HALLER President and Chief Executive Officer, Southwest Gas Holdings, Inc. Chief Executive Officer, Southwest Gas Corporation | | | | Age: 61 Director Since: 2022 | Board Committees: None Other Public Company Boards: Centuri Holdings, Inc. (NYSE: CTRI) |
Director Biographies
| Background ▪President and CEO of the Company and CEO of Southwest Gas Corporation, the Company’s gas utility, since 2022. ▪Director of the Company and several of its operating subsidiaries, and serves as Chair of the Board of Directors of Centuri Holdings, Inc. ▪Responsible for improving financial and operational performance and implementing the Company’s strategy, growth initiatives, and investment plans as leader of the Company’s regulated and unregulated businesses. ▪Served in multiple leadership positions during her 28-year tenure with Southwest Gas Corporation, most recently serving as Executive Vice President and Chief Legal and Administrative Officer. ▪Serves on the Boards of Directors of the Legal Aid Center of Southern Nevada, Las Vegas Global Economic Alliance and the American Gas Association. ▪Received a B.S. in finance with honors from the University of Wyoming and a J.D. from Cornell Law School. | Qualifications, Skills and Experience The Board determined that Ms. Haller should serve as a director because, as President and Chief Executive Officer of the Company, she has a unique understanding of the Company’s businesses, provides important Company operational knowledge and insights, and improves strategic alignment with the Board and management. Ms. Haller also brings experience with financial, environmental, regulatory and legal issues of importance to the Company and its subsidiaries. |
Director Biographies
| 2025 Notice and Proxy | 11 |
Director Biographies
| | | | | | JANE LEWIS-RAYMOND Principal, Hilltop Strategies Retired Executive, Piedmont Natural Gas Company, Inc | | | | Age: 58 Director Since: 2019 | Board Committees: Audit, Compensation (Chair). Strategic Transactions Other Public Company Boards: Unitil Corporation (NYSE: UTL) |
Director Biographies
| Background ▪Principal of Hilltop Strategies, a strategy and consulting firm engaged with corporate leaders on strategic leadership. ▪Has served the natural gas industry as an attorney and executive for over three decades. ▪Was previously an attorney with Parker Poe Adams and Bernstein LLP and Senior Vice President and Chief Legal, Compliance and External Relations Officer of Piedmont Natural Gas Company, Inc., where she led top line growth and measurable strategic and sustainability directives to build long-term value for shareholders. ▪Served as the American Gas Association’s Vice President of Regulatory Affairs earlier in her career. ▪Serves on the Keystone Energy Board of the Keystone Policy Center, where she is a member of the Steering Committee. ▪Served on the National Advisory Council for Teach For America, as Chair of Teach for America’s Charlotte-Piedmont Triad Advisory Board, and the board of MeckEd where she chaired the Governance Committee, and is currently a member of Women Executives, Charlotte. ▪Earned a certificate in ESG: Navigating the Board’s Role from Berkeley Law Executive Education in 2021. ▪Graduate of the University of Maryland and an Order of the Coif graduate of the University of Maryland School of Law. | Qualifications, Skills and Experience The Board determined that Ms. Lewis-Raymond should serve as a director of the Company because of her legal experience and work as a natural gas industry senior executive. In addition, her knowledge and experience with ESG topics and with corporate governance initiatives relating to enterprise risk management, federal regulatory pipeline safety, cybersecurity and crisis management planning were key to the Board’s recommendation. |
Director Biographies
| 12 | Southwest Gas Holdings, Inc. |
Director Biographies
| | | | | | HENRY P. LINGINFELTER Retired Executive, Southern Company Gas | | | | Age: 63 Director Since: 2022 | Board Committees: Nominating and Corporate Governance, Strategic Transactions Other Public Company Boards: American Electric Power Company, Inc. (NASDAQ: AEP) |
Director Biographies
| Background ▪Retired Executive Vice President of Southern Company Gas, the largest gas utility in the U.S. ▪At Southern Company Gas, was responsible for all operations, safety, construction, customer service, engineering, environmental, gas supply and control, budgeting and planning, and financial planning. ▪Served on the board of the Southern Company’s captive insurance business, which assessed and mitigated risk and liability issues across the corporation. ▪Has broad executive and operating experience, as well as extensive experience in regulatory and legislative affairs. ▪Former Chair of the Southern Gas Association, and served on the American Gas Association Leadership Council for several years. ▪Former Chief of the Georgia Chamber of Commerce. ▪Was selected for his position as a director pursuant to the terms of the Company’s Cooperation Agreement with the Icahn Group. | Qualifications, Skills and Experience The Board determined that Mr. Linginfelter should serve as a director because of his experience in the natural gas industry. His experience in operations, safety, customer service and risk management were important to the Board’s recommendation. |
Director Biographies
| 2025 Notice and Proxy | 13 |
Director Biographies
| | | | | | ANNE L. MARIUCCI Private Investor and Retired Real Estate and Construction Executive, PulteGroup, Inc. and Del Webb Corporation | | | | Age: 67 Director Since: 2006 | Board Committees: Compensation, Nominating and Corporate Governance, Strategic Transactions (Chair) Other Public Company Boards: CoreCivic, Inc. (NYSE: CXW) (ending in 2025), Taylor Morrison Home Corporation (NYSE: TMHC), Berry Corporation (NASDAQ: BRY), Centuri Holdings, Inc. (NYSE: CTRI) |
Director Biographies
| Background ▪Has over 40 years of experience in finance, construction and real estate development. ▪Currently serves as the General Partner of MFLP, a family office and investment entity. ▪Previously held a number of senior executive management roles with Del Webb Corporation and was responsible for its large-scale community development and homebuilding business. ▪Served as President of Del Webb following its merger with Pulte Homes, Inc. in 2001 until 2003. ▪Currently Chair of the Board of Directors for Banner Health, one of the nation’s largest non-profit healthcare systems. ▪Past chair of the Arizona Board of Regents, and a past director of the Arizona State Retirement System, HonorHealth and Action Performance Companies. ▪Received her undergraduate degree in accounting and finance from the University of Arizona. ▪Completed the Corporate Financial Management Program at Stanford’s Graduate School of Business, and has been certified as a CPA and a FINRA Securities Financial and Operations Principal. | Qualifications, Skills and Experience The Board determined that Ms. Mariucci should serve as a director of the Company because of her business, investment, and financial expertise, as well as her experience in the housing industry and extensive knowledge of the Company’s service territories. She also brings valuable public company board experience. The Board took into account Ms. Mariucci’s long tenure on the Board and service on other boards and determined that her continuing leadership during the Centuri separation and deep knowledge of both the Company and Centuri are beneficial to the Board and enhance value for stockholders. |
Director Biographies
| 14 | Southwest Gas Holdings, Inc. |
Director Biographies
| | | | | | CARLOS A. RUISANCHEZ Co-Founder, Sorelle Capital | | | | Age: 53 Director Since: 2022 | Board Committees: Audit, Nominating and Corporate Governance, Strategic Transactions Other Public Company Boards: None |
Director Biographies
| Background ▪Co-founder of Sorelle Capital and Sorelle Hospitality, entities focused on investing and operating companies in the hospitality sector and real estate development ventures. ▪Served as President and Chief Financial Officer of Pinnacle Entertainment, Inc., a leading gaming entertainment company, prior to Sorelle, until its sale in 2018. ▪Joined Pinnacle in 2008 as Executive Vice President, Strategic Planning and Development. ▪Became Pinnacle’s Chief Financial Officer in 2011, President and Chief Financial Officer in 2013, and Board Member in 2016. ▪Was Senior Managing Director at Bear Stearns & Co., Inc., an investment banking firm, prior to joining Pinnacle Entertainment, where he held various positions from 1997 to 2008. ▪Was responsible for corporate clients in the gaming, lodging and leisure industries, as well as financial sponsor banking relationships as Senior Managing Director of Bear Stearns & Co. ▪Was an independent board member of Cedar Fair Entertainment Company prior to its merger with Six Flags Entertainment Corporation, where he served on the Compensation Committee and chaired the Audit Committee. ▪Has a B.S. in Finance from University of Connecticut School of Business and an M.B.A from University of California Berkeley, HAAS School of Business. | Qualifications, Skills and Experience The Board determined that Mr. Ruisanchez should serve as a director of the Company because of his expertise in corporate finance, investment banking, and highly regulated industries - areas of importance to the Company and its subsidiaries. Mr. Ruisanchez also brings public company leadership and board experience, along with knowledge of our service territories. |
Director Biographies
| 2025 Notice and Proxy | 15 |
Director Biographies
| | | | | | BRIAN E. SANDOVAL President, University of Nevada, Reno | | | | Age: 61 Director Since: First time nominee | Board Committees: To be determined Other Public Company Boards: Scotts Miracle Gro Company (NYSE: SMG) |
Director Biographies
| Background ▪Serves as President of the University of Nevada, Reno since 2020. ▪Was the 29th Governor of the State of Nevada, serving two terms in office from 2011 to 2019 and was Chairman of the National Governors Association from 2017-2018. ▪Served as a judge of the U.S. District Court for the District of Nevada, Attorney General of Nevada, Chairman of the Nevada Gaming Commission, member of the Tahoe Regional Planning Agency Governing Board, and member of the Nevada Assembly prior to serving as Governor. ▪Was the President of Global Gaming Development of MGM Resorts International from 2019 to 2020, a senior fellow at the University of Southern California’s Annenberg Center on Communication Leadership and Policy in 2020, as well as a Distinguished Fellow of Law and Leadership at UNLV’s William S. Boyd School of Law from 2019-2020. ▪Previously served as a director of Coeur Mining, Inc. ▪Member of the Board of Directors of the Economic Development Authority of Western Nevada, Renown Health and Resorts World. | Qualifications, Skills and Experience The Board determined that Mr. Sandoval should serve as a director because of his legal and regulatory experience, extensive governmental background, experience in economic development, human capital management, and leading large complex organizations. Mr. Sandoval also brings public company board experience, along with knowledge of our service territories. |
Director Biographies
| 16 | Southwest Gas Holdings, Inc. |
Director Biographies
| | | | | | RUBY SHARMA Former Partner, EY LLP | | | | Age: 58 Director Since: 2022 | Board Committees: Compensation, Nominating and Corporate Governance Other Public Company Boards: ATI, Inc. (NYSE: ATI), SoundThinking, Inc. (NASDAQ: SSTI) |
Director Biographies
| Background ▪Fellow Chartered Accountant of the Institute of Chartered Accountants in England and Wales. ▪Was the Managing Partner of RNB Strategic Advisors, a strategic advisory firm from 2018 until 2022. ▪Served as a Partner at Ernst & Young LLP (now known as EY) from 2002 until 2017, where she founded and led the Center for Board Matters, focused on global strategy and execution and providing governance services to boards and the C-suite, and worked in Fraud Investigations and Dispute Services. ▪Prior experience includes serving as Senior Manager of Forensic and Litigation Services at Arthur Andersen LLP from 1999 to 2002. ▪Multi-cultural, global business advisor and a frequent keynote speaker and panelist on corporate governance topics, and has authored several audit committee handbooks, white papers on governance, value protection and diversity and inclusion topics. ▪Member of the board of directors of S&C Electric Company (private). ▪Previously served as a director of Bowflex, Inc. (formerly Nautilus, Inc.). ▪Was selected for her position as a director pursuant to the terms of the Company’s Cooperation Agreement with the Icahn Group. | Qualifications, Skills and Experience The Board determined that Ms. Sharma should serve as a director because of her expertise in accounting, auditing and corporate governance. Ms. Sharma also brings public company board experience. |
Director Biographies
| 2025 Notice and Proxy | 17 |
Director Biographies
| | | | | | ANDREW J. TENO President and Chief Executive Officer, Icahn Enterprises L.P. | | | | Age: 39 Director Since: 2022 | Board Committees: Compensation, Strategic Transactions Other Public Company Boards: Icahn Enterprises L.P. (NASDAQ: IEP) |
Director Biographies
| Background ▪President and Chief Executive Officer of Icahn Enterprises L.P., a diversified holding company engaged in various businesses, including investment, energy, automotive, food packaging and others. ▪Was a portfolio manager at Icahn Capital prior to his appointment to his current role in February 2024. ▪Worked for Fir Tree Partners from 2011 to 2020, a New York based private investment firm, prior to joining Icahn Capital in 2020. ▪Received an undergraduate business degree from the Wharton School at the University of Pennsylvania in 2007. ▪Previously served as a director of FirstEnergy Corp., Crown Holdings, Inc., Cheniere Energy, Inc., Herc Holdings, Inc., and Illumina, Inc. ▪Has broad business and investment experience, has experience as a public company director, including as an Audit Committee member, and has familiarity with the utilities and infrastructure services industries, as well as other national and international business matters. ▪Was selected for his position as a director pursuant to the terms of the Company’s Cooperation Agreement with the Icahn Group. | Qualifications, Skills and Experience The Board determined that Mr. Teno should serve as a director because of his business, finance and energy industry expertise. Mr. Teno also brings public company board experience. |
Director Biographies
| 18 | Southwest Gas Holdings, Inc. |
Director Biographies
| | | | | | LESLIE T. THORNTON, J.D., LL.M. Retired Executive, WGL Holdings, Inc. & Washington Gas Light Company | | | | Age: 66 Director Since: 2019 | Board Committees: Audit, Nominating and Corporate Governance (Chair) Other Public Company Boards: Perdoceo Education Corporation (NASDAQ: PRDO) |
Director Biographies
| Background ▪Retired utility company executive and former law firm partner at two Washington D.C. based national law firms. ▪Served in various senior roles including Chief of Staff to the U.S. Secretary of Education and Deputy Advisor for the 1996 Presidential Debates in the Clinton administration. ▪Previously served as Senior Vice President, General Counsel & Corporate Secretary, and Merger Transition Counsel, at WGL Holdings, Inc. until her retirement in 2018. ▪Earned her Master of Laws degree in National Security Law with a cybersecurity focus during her tenure with WGL. ▪Serves on the Board of Trustees for the D.C. Public Defender, and is on the Advisory Boards of the non-profit Association of Corporate Counsel Leadership Academy and Aiden Technologies, Inc., a private technology company. ▪Was a Board Leadership Fellow for the National Association of Corporate Directors, and is a board development leader for the Executive Leadership Council. ▪Frequent speaker on governance, compliance, cybersecurity and data protection, and diversity and inclusion. ▪Graduate of the University of Pennsylvania and Georgetown University Law Center, where she is currently an Adjunct Professor. | Qualifications, Skills and Experience The Board determined that Ms. Thornton should serve as a director because of her legal experience, service as a utility industry senior executive, and her expertise in the areas of critical infrastructure cybersecurity and data protection, labor and employment issues, corporate governance, and corporate transactional matters. She also brings extensive public affairs expertise, as well as public company board experience. |
Director Biographies
| 2025 Notice and Proxy | 19 |
Director Skills and Qualifications
Director Skills and Qualifications The table below lists some of the skills and experiences that we consider important for our director nominees in light of our current business strategy and structure. The director nominees’ biographies note their relevant experience, qualifications and skills. The following table sets forth the director nominees’ experience, skills, expertise and demographic background.
Director Skills and Qualifications
| | | | | | | | | | | | | | | Experience, Skills, Expertise | | | | | | | | | | | | | | | Public Company Board Service | | | | | | | | | | | | | | Public Company Executive Officer | | | | | | | | | | | | | | Legal/Regulatory | | | | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | | | | Energy Utility | | | | | | | | | | | | | | Technology/Cybersecurity | | | | | | | | | | | | | | ESG | | | | | | | | | | | | | | Operations Responsibility | | | | | | | | | | | | | | Service Territory Knowledge | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | Board Tenure (Years) | | 3 | 3 | 3 | 6 | 3 | 19 | 3 | 0 | 2 | 3 | 6 | | Age | | 61 | 67 | 58 | 58 | 63 | 67 | 53 | 61 | 58 | 39 | 66 | | Male | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | African American | | | | | | | | | | | | | | Caucasian | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | | |
Director Skills and Qualifications
Age as of December 31, 2024 The Board’s director nominees, as outlined above, possess skills, knowledge and expertise that are useful in overseeing and providing strategic direction with respect to our business and in serving the long-term interests of our stockholders, and they have significant expertise in the industries that matter most to our business. The director nominees have also demonstrated personal integrity and strong leadership. In the aggregate, they bring diversity of perspectives, skills, knowledge and expertise and are able to challenge management. We believe that the director nominees’ skills and experience, including their combined knowledge of financial, legal and regulatory matters, enhance the Board’s ability to make decisions that create stockholder value.
Director Skills and Qualifications
| 20 | Southwest Gas Holdings, Inc. |
Selection of Directors
Selection of Directors We believe the Board should be comprised of individuals with varied backgrounds, who possess certain core competencies, some of which may include broad experience in business, finance or administration and familiarity with national and international business matters. Additional factors considered in the selection process include the following.
Selection of Directors
| | | | | Independence From Management | Knowledge and Business Experience | Existing Commitments to Other Businesses and Boards | | | | | | Diversity, Education and Geographic Location | Integrity, Leadership, Reputation and Ability to Understand the Company’s Business | The Current Number and Competencies of Our Existing Directors |
Selection of Directors
We define “diversity” in a broad sense, i.e., age, race, color, gender, geographic origin, ethnic background, religion, disability and professional experience. The Nominating and Corporate Governance Committee takes diversity into consideration as it does the other factors listed above in selecting the director nominees for approval by the Board. The Nominating and Corporate Governance Committee does not assign a specific weight to any one factor. The Director Skills and Qualifications Table above enumerates some diversity factors regarding the Board’s nominees. The Nominating and Corporate Governance Committee has an ongoing program for identifying and evaluating potential director candidates.
Selection of Directors
| | Identification | | | | When seeking a candidate for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, or others. | | | | | | | | Evaluation | | | | The qualifications of candidates are reviewed in light of the selection criteria outlined above. | | | | | | | | Selection | | | | Whether any candidates are selected depends upon the current Board composition, the dynamics of the Board and the ongoing requirements of the Company (see “Board Evaluation and Director Succession Planning” below). | |
Selection of Directors
| 2025 Notice and Proxy | 21 |
Selection of Directors
In its discretion, the Nominating and Corporate Governance Committee will consider recommendations of qualified director candidates suggested by stockholders by applying the criteria for candidates described above and considering the additional information referred to below. Stockholders who would like to suggest a director candidate should write to the Company’s Corporate Secretary and include:
Selection of Directors
| ▪A statement that the writer is a stockholder and is proposing a candidate for consideration as a director nominee; ▪The name of and contact information for the candidate; ▪A statement of the candidate’s business and educational experience; ▪Information regarding each of the factors listed above, sufficient to enable the Nominating and Corporate Governance Committee to evaluate the candidate; | ▪A statement detailing any relationship between the candidate and the Company, Company affiliates and any competitor of the Company; ▪Detailed information about any relationship or understanding between the proposing stockholder and the candidate; ▪Information on the candidate’s share ownership in the Company; and ▪The candidate’s written consent to being named a nominee and serving as a director, if elected. |
Selection of Directors
In addition to the process described above, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our Bylaws and provide certain information required by our Bylaws in a written notice provided to the Company. For a description of the process for nominating directors in accordance with our Bylaws, see “Submission of Stockholder Proposals for the 2026 Annual Meeting.” In order to make such a nomination, a stockholder is required to include in the written notice the following:
Selection of Directors
| ▪As to each person whom the stockholder proposes to nominate for election or reelection as a director, all the information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); ▪Each person’s written consent to being named a nominee and serving as a director, if elected; ▪The name and address of the proposing stockholder or beneficial owner; and ▪The class and number of shares of the Company’s common stock (“Common Stock”) held directly or indirectly by the proposing stockholder. |
Selection of Directors
| All candidates for the Board may also be required to complete a director questionnaire provided by the Company. The foregoing summary of the Company’s stockholder director nomination procedure is not complete and is qualified in its entirety by reference to the full text of the Company’s Bylaws that have been publicly filed with the SEC. The Company’s Bylaws are also available on the Company’s website at www.swgasholdings.com. The information on our website is not part of this Proxy Statement and is not incorporated into any of our filings with the SEC. | Board Refreshment Since 2020 7 new directors have joined our board 6 of whom are independent |
Selection of Directors
| 22 | Southwest Gas Holdings, Inc. |
Committees of the Board
Committees of the Board The standing committees of the Board are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. In 2022, the Board formed a special committee, the Strategy Committee, which then became the Strategic Transactions Committee, to assist the Board in responding to the tender offer and proxy contest by Carl Icahn and in evaluating strategic alternatives for the Company and its subsidiaries. Pursuant to the Cooperation Agreement, for so long as the Icahn Group has the right to designate at least three members of the Board, three of such designees shall be included on the Strategic Transactions Committee. If the Icahn Group only has the right to designate two members of the Board, then both of such designees shall serve on the Strategic Transactions Committee. The Cooperation Agreement requires certain transactions to be approved by the Strategic Transactions Committee and sets forth certain deadlock procedures of the Strategic Transactions Committee applicable to certain decisions. Pursuant to the Cooperation Agreement, the Company also agreed to offer at least one of the Icahn Designees the opportunity to be a member of any currently existing or new committee of the Board, subject to certain limitations set forth in the Cooperation Agreement. The committees are composed solely of Independent Directors as outlined above. The table below shows the directors who served as members or chairs of each committee during 2024.
Committees of the Board
| Name of Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Strategic Transactions Committee | | E. Renae Conley | | | | | | Andrew W. Evans | | | | | | Karen S. Haller | | | | | | Jane Lewis-Raymond | | Chair | | | | Henry P. Linginfelter | | | | | | Anne L. Mariucci | | | | Chair | | Carlos A. Ruisanchez | | | | | | Ruby Sharma | | | | | | Andrew J. Teno | | | | | | A. Randall Thoman* | Chair | | | | | Leslie T. Thornton | | | Chair | |
Committees of the Board
* Mr. Thoman has attained retirement age, as specified in the Corporate Governance Guidelines, and has not been renominated to stand for election at the 2025 Annual Meeting.
Committees of the Board
| 2025 Notice and Proxy | 27 |
Director Compensation Narrative
Director Compensation Narrative In 2024, the Compensation Committee conducted a review of the types and amounts of director compensation. The independent compensation consultant engaged by the Compensation Committee conducted a benchmarking analysis of peer company director pay practices. Based on that analysis, the Compensation Committee decided to increase the annual retainer fees by $10,000, to increase the Nominating and Corporate Governance Committee Chair retainer fee by $5,000, and to increase the value of the annual equity grant to each director by $10,000 beginning on January 1, 2025. The Compensation Committee uses a retainer-based model for director cash compensation (without regular individual meeting fees) and determines the value of annual equity grants for directors based on a set dollar amount. Cash retainers are paid on a quarterly basis.
Director Compensation Narrative
| | | | | | Chair of the Board | | | | | | | | Chair of the Audit Committee | | | | | | | | Chair of the Compensation Committee | | | | | | | | Chair of the Nominating and Corporate Governance Committee | | | | | | | | Chair of the Strategic Transactions Committee(4) | | | | Annual Cash Retainer(1)(2)(3) | | Equity Compensation | | Members of the Strategic Transactions Committee(4) | |
Director Compensation Narrative
(1)Individual cash meeting fees of $1,650 are only payable when the number of meetings of the Board or a committee exceeds regularly scheduled meetings by three or more. (2)Individual cash meeting fees of $1,200 are only payable when the number of meetings of the Strategic Transactions Committee exceeds 20 per calendar year. (3)Total Strategic Transactions Committee fees are capped at $90,000 per calendar year for the Chair and members. (4)At the February 2025 Board meeting, the Board determined that the fees for the chair and members of the Strategic Transactions Committee will no longer be paid after March 31, 2025. The annual cash retainer for non-employee directors was $95,000 for 2024 and is $105,000 for 2025, and the table above shows the additional cash retainers to be paid to committee chairs and members of the Strategic Transactions Committee in 2025. In 2024, the cash retainer paid to the Audit and Compensation Committee Chairs was $20,000 each, $15,000 to the Nominating and Corporate Governance Committee Chair, $54,000 to the Strategic Transactions Committee Chair, and $36,000 to each member of the Strategic Transactions Committee. Cash compensation received by the non-employee directors may be deferred until retirement or termination of their service as directors pursuant to the Directors Deferral Plan. Amounts deferred bear interest at 150% of the Moody’s Seasoned Corporate Bond Rate (“Bond Rate”). At retirement or termination, such deferrals will be paid out over 5, 10, 15 or 20 years, and will be credited during the applicable payment period with interest at 150% of the average of the Bond Rate on January 1 for the five years prior to retirement or termination. A fixed dollar value ($135,000 for 2024 and $145,000 for 2025) is granted annually in the form of equity compensation under the applicable equity incentive plan during each February Board meeting. The fixed dollar value is converted into awards representing a number of shares of Common Stock based on the closing share price for the last trading session of the most recently completed fiscal year. Under this program, in 2024, each member of the Board was granted the equivalent of 2,131 shares of Common Stock on February 22, 2024 under the Company’s 2017 Omnibus Incentive Plan and each member of the Board was granted the equivalent of 2,051 shares of Common Stock on February 20, 2025 under the Company’s 2024 Omnibus Incentive Plan.
Director Compensation Narrative
| 36 | Southwest Gas Holdings, Inc. |
Director Compensation Narrative
Non-employee director equity compensation vests immediately upon grant, and the directors are provided the option to defer receipt of equity compensation until they leave the Board. Deferred stock units are credited with notional dividends at the same time, in the same form, and in equivalent amounts as dividends that are payable from time to time on Common Stock. Such notional dividends are valued as of the date on which they are credited to the director and are reallocated into additional deferred stock units. When a director leaves the Board, any deferred stock units of such director will be converted into shares of Common Stock. Under the 2024 Omnibus Incentive Plan, as approved by the Company’s stockholders on May 2, 2024, the aggregate grant date fair value of equity that may be granted during any calendar year to any non-employee director, when combined with cash compensation paid by the Company to such director with respect to the same calendar year (whether or not such cash compensation is deferred) will not exceed $750,000 (or $1,000,000 in the calendar year in which the director commences service). Directors are entitled to participate in the same gift matching program that is available to all of our employees. Under this program, the Company matches contributions to qualified charitable organizations up to a maximum of $2,500 in any calendar year. Directors who are full-time employees of the Company or its subsidiaries receive no additional compensation for serving on the Board.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | E. Renae Conley | 199,950 | 133,294 | — | 105 | 333,349 | | Andrew W. Evans(3) | 135,950 | 304,168 | — | 82,605 | 522,723 | | Jane Lewis-Raymond | 155,950 | 133,294 | — | 105 | 289,349 | | Henry P. Linginfelter | 135,950 | 133,294 | — | 105 | 269,349 | | Anne L. Mariucci(3) | 153,950 | 304,168 | 53,550 | 82,605 | 594,273 | | Carlos A. Ruisanchez | 135,950 | 133,294 | — | 105 | 269,349 | | Ruby Sharma | 99,950 | 133,294 | — | 105 | 233,349 | | Andrew J. Teno | 135,950 | 133,294 | — | 105 | 269,349 | | A. Randall Thoman | 119,950 | 133,294 | 50,871 | 105 | 304,220 | | Leslie T. Thornton | 114,950 | 133,294 | 13,443 | 105 | 261,792 |
2024 Director Compensation Table
(1)On February 22, 2024, each director serving at that time received a stock award of 2,131 shares which vested immediately, but receipt of the stock award may have been deferred by the director. The grant date fair value of the stock award for each director was $133,294. The Company does not issue option awards. (2)The stock awards are valued at the closing price of Common Stock on the date of grant. The grant date fair value of the stock award granted on February 22, 2024 was based on the closing price of Common Stock of $62.55 on February 22, 2024. The amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to calculate these amounts are included in “Note 9 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2024 Annual Report on Form 10-K.
2024 Director Compensation Table
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2024 Director Compensation Table
(3)For Mr. Evans and Ms. Mariucci, includes 6,904 each of Centuri time-lapse restricted stock units (“Centuri RSUs”) awarded to each of them in 2024 for their services as directors of Centuri. The Centuri RSUs vest on April 30, 2025. The grant date fair value of the Centuri RSUs granted to each of Mr. Evans and Ms. Mariucci is $170,874, which was based on the closing price of Centuri’s common stock of $24.75 on April 30, 2024. The amounts were determined in accordance with FASB ASC Topic 718, with the grant date fair value calculated by multiplying the closing price on the grant date by the number of Centuri RSUs granted. (4)The director deferred Company stock awards outstanding as of December 31, 2024, for each of the listed directors are as follows. There are no outstanding option awards.
2024 Director Compensation Table
| | Stock Awards(#) | | Ms. Conley | 4,554 | | Mr. Evans | 4,554 | | Ms. Lewis-Raymond | 13,201 | | Mr. Linginfelter | 4,554 | | Ms. Mariucci | 32,409 | | Mr. Ruisanchez | — | | Ms. Sharma | 4,554 | | Mr. Teno | 4,554 | | Mr. Thoman | 34,646 | | Ms. Thornton | 8,647 |
2024 Director Compensation Table
(5)The amounts in this column reflect above-market interest on nonqualified deferred compensation balances for 2024. (6)Includes the cost of life insurance for each director. For Mr. Evans and Ms. Mariucci, also includes cash retainer amounts paid for their services as directors of Centuri in the amount of $82,500 each.
Other NEOs Target Compensation At-Risk
| | Base | | Annual Incentive | | Total At-Risk | | Long-Term Incentive |
CEO Realized Compensation
CEO Realized Compensation In evaluating Ms. Haller’s compensation for 2024, particularly her stock-based and cash-based incentive compensation, we believe it is important to consider, in addition to the information presented in the Summary Compensation Table, the value of the shares of Common Stock and the cash payments actually received by Ms. Haller in 2024. The primary difference between the 2024 Realized Compensation Table below and the Summary Compensation Table is that the 2024 Realized Compensation Table shows the value of shares and amount of cash actually received by Ms. Haller in 2024, whereas the Summary Compensation Table shows the grant date fair value of stock-based awards granted in 2024 and the annual cash incentive relating to 2024, the latter of which was actually paid in 2025. With respect to stock awards, SEC rules require that the grant date fair value of all stock awards be reported in the Summary Compensation Table in the year in which they were awarded. As a result, a significant portion of the total compensation amounts for 2024 reported in the Summary Compensation Table is based on the estimated value of stock awards when they are granted, rather than the value of the shares actually delivered upon vesting of the awards. By contrast, the 2024 Realized Compensation Table below reflects the value of the shares of Common Stock actually issued to Ms. Haller in 2024 in connection with the vesting of awards granted in 2024 and in prior years. In addition, SEC rules require that non-equity incentive plan compensation be reported in the Summary Compensation Table in the year earned, regardless of when the amounts are actually paid. The 2024 Realized Compensation Table below includes the amount of the 2023 incentive cash award paid to Ms. Haller in 2024, whereas the Summary Compensation Table shows the 2024 annual incentive award that was paid in the first quarter of 2025. In 2024, after the Centuri IPO, Ms. Haller began service as the Chair of the Centuri Board of Directors. Like all Centuri directors, Ms. Haller received director fees and time-lapse Centuri RSUs that will be settled in shares of Centuri common stock upon vesting, and such compensation elements are included in the Summary Compensation Table. Because these Centuri-related compensation items are set and approved by the Centuri Board of Directors, with input from the Company’s Board, and relate to Ms. Haller’s service as a Centuri director, these Centuri compensation elements have been excluded from the Realized Compensation table below. This methodology ensures focus on compensation related solely to the Company. As shown in the table below, Ms. Haller’s total realized compensation from the Company calculated in this manner was $4,694,875 for fiscal 2024, which was $2,296,635 less than the 2024 total direct compensation reported in the Summary Compensation Table.
2024 Realized Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total Realized Compensation ($) | Difference Between Total Realized Compensation and Total Direct Compensation as Reported in Summary Compensation Table ($) | | Karen S. Haller President and Chief Executive Officer | 2024 | 1,021,311 | 2,098,564 | 1,575,000 | 4,694,875 | 2,296,635 |
Retirement Benefits
Retirement Benefits Four retirement benefit plans are available to the NEOs. Two of the plans, the Retirement Plan for Employees of Southwest Gas (“Retirement Plan”) and the Employee Investment Plan (“EIP”), both tax-qualified plans, are available to all Southwest Gas employees. The Retirement Plan is no longer offered to employees who started with Southwest Gas after December 31, 2021. Two additional plans are offered to officers, the Supplemental Executive Retirement Plan (“SERP”) and the Executive Deferral Plan (“EDP”). The SERP is no longer offered to officers who started with Southwest Gas after December 31, 2021. These additional plans were established to attract and retain qualified executives and to address the dollar limitations imposed on the two tax-qualified plans. ▪Retirement Plan for Employees Hired on or Before December 31, 2021. Benefits under the Retirement Plan are based on (i) the executive’s years of service with the Company, up to a maximum of 30 years, and (ii) the average of the executive’s highest five consecutive years’ salaries, within the final 10 years of service, not to exceed an annual maximum compensation level ($345,000 in 2024) periodically established by the Internal Revenue Service. ▪SERP for Officers Hired on or Before December 31, 2021. The SERP is designed to supplement the benefits under the Retirement Plan to a level of 50 - 60% of salary. To qualify for benefits under the SERP, which is based on a 12-month average of the highest consecutive 36-months of salary, an executive is required to have reached (i) age 55, with 20 years of service with the Company, or (ii) age 65, with 10 years of service. ▪EIP. NEOs may participate in the EIP and defer salary up to the maximum annual dollar amount permitted for 401(k) plans under the Internal Revenue Code. Investments of these deferrals are controlled by the individual executives from a selection of investment options offered through the EIP. There are no employer matching contributions for executive deferrals into the EIP, except for Mr. Stefani. Because Mr. Stefani is not eligible to participate in the Retirement Plan or the SERP, he receives a non-elective employer contribution of 3% of his salary and employer matching contributions on the first 7% of his EIP contributions. ▪EDP. The EDP supplements the deferral opportunities by permitting executives to defer up to 100% of their annual salary and non-equity incentive compensation. As part of the EDP, the Company provides matching contributions up to 3.5% of annual salary, which vest immediately. Amounts deferred and Company matching contributions bear interest at 150% of the Moody’s Seasoned Corporate Bond Rate (“Bond Rate”). At retirement with five years of service with the Company, the NEOs will receive EDP balances paid out at the election of the participant over a period of 10, 15 or 20 years, and will be credited during the applicable payment period with interest at 150% of the average of the Bond Rate on each January 1st for the five years prior to the start of retirement.
Summary Compensation Table (2024, 2023 and 2022)
Summary Compensation Table (2024, 2023 and 2022) The following table includes information concerning compensation during 2024, 2023 and 2022 for the NEOs.
Summary Compensation Table (2024, 2023 and 2022)
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(10) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7)(8) | Total ($) | | Karen S. Haller President and Chief Executive Officer | 2024 | 1,021,311 | — | 4,130,599 | 1,839,600 | 980,293 | 181,789 | 8,153,592 | | | 2023 | 874,796 | — | 2,991,259 | 1,575,000 | 1,657,725 | 30,561 | 7,129,341 | | | 2022 | 745,497 | 500,000 | 2,921,572 | — | 145,812 | 42,917 | 4,355,798 | | Robert J. Stefani Senior Vice President/Chief Financial Officer | 2024 | 593,601 | — | 1,299,080 | 611,156 | 4,820 | 54,028 | 2,562,685 | | | 2023 | 560,548 | — | 1,061,074 | 563,500 | 3,482 | 87,828 | 2,276,432 | | | 2022 | 61,781 | 625,000 | 2,100,000 | — | 190 | 2,750 | 2,789,721 | | Justin L. Brown President, Southwest Gas Corporation | 2024 | 577,645 | — | 2,442,971 | 690,855 | 227,266 | 21,253 | 3,959,990 | | | 2023 | 531,877 | — | 888,940 | 595,238 | 592,495 | 7,956 | 2,616,506 | | | 2022 | 459,759 | 224,025 | 319,567 | 142,913 | 11,735 | 14,677 | 1,172,676 | | Randall P. Gabe(9) Senior Vice President/Chief Administrative Officer, Southwest Gas Corporation | 2024 | 416,749 | — | 431,315 | 398,160 | 210,005 | 14,105 | 1,470,334 | | | 2023 | 394,040 | — | 354,107 | 345,774 | 474,034 | 8,603 | 1,576,558 | | | 2022 | — | — | — | — | — | — | — | | Julie M. Williams Senior Vice President/Continuous Improvement and Optimization, Southwest Gas Corporation | 2024 | 369,227 | — | 552,658 | 352,656 | 80,804 | 12,903 | 1,368,248 | | | 2023 | 348,540 | — | 451,430 | 306,735 | 354,415 | 12,179 | 1,473,299 | | | 2022 | 313,060 | 77,976 | 79,141 | 75,924 | 22,150 | 180,286 | 748,537 |
Summary Compensation Table (2024, 2023 and 2022)
(1)Amounts shown in this column include any amounts deferred by the NEOs into 401(k) and nonqualified deferral plans. For Ms. Haller, the increase in her salary between 2022 and 2023 resulted from her promotion to President and Chief Executive Officer of the Company. (2)Amounts shown in this column represent the aggregate grant date fair value of awards of PSUs and time-lapse RSUs granted in 2022, 2023 and 2024. In each case, the amounts were determined in accordance with FASB ASC Topic 718 based on the Common Stock share price on the date of grant. The value ultimately realized by the NEO upon actual vesting of the awards may or may not be equal to this determined value. The assumptions used to calculate these amounts are included in “Note 9 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2024 Annual Report on Form 10-K. However, as required, the amounts shown in this column exclude the impact of estimated forfeitures. PSU values were calculated based on the probable outcome of the performance conditions as of the grant date, which was determined to equal the target level of performance, except for the special PSUs granted in 2024 to Ms. Haller and Mr. Stefani as described below. PSUs generally vest upon completion of a three-year performance period, with the amount that vests based on the achievement of certain company financial targets. The performance period for the special 2024 PSUs granted to Mr. Brown is two years, with 50% vesting on the first and second anniversaries of the grant date, subject to the Company CEO’s determination that Mr. Brown has met the performance conditions. For the 2022 PSUs, the amount that vests is also subject to modification based on relative total stockholder returns and the final number of PSUs earned can range from 0% to a maximum of 195% (assuming the highest level of performance) of the number of PSUs granted. For the 2023 and 2024 PSUs, the final number of PSUs earned can range from 0% to 200% (assuming the highest level of performance) of the number of PSUs granted. Upon settlement, shares of Common Stock are issued for each earned PSU. The value of PSUs granted in 2024 (without taking into account the special PSUs), assuming achievement of the
Summary Compensation Table (2024, 2023 and 2022)
| 64 | Southwest Gas Holdings, Inc. |
Summary Compensation Table (2024, 2023 and 2022)
highest level of performance for the three-year performance period ending December 31, 2026, and using the closing price of Common Stock as of the date of grant in accordance with FASB ASC Topic 718, would be as follows: for Ms. Haller, $4,751,666; for Mr. Stefani, $1,558,954; for Mr. Brown, $1,504,717; for Mr. Gabe, $431,264; and for Ms. Williams, $663,130. The value of the special PSUs granted in 2024 to Mr. Brown, assuming achievement of the highest level of performance, and using the closing price of Common Stock as of the date of grant in accordance with FASB ASC Topic 718, would be $1,189,084. The time-lapse RSUs vest in three annual installments of 40%, 30%, 30% respectively following the grant, assuming the NEO continues to meet the requirements for vesting. For Ms. Haller, amounts shown in this column also include 6,904 Centuri RSUs granted to her due to her service on the Centuri Board of Directors. The Centuri RSUs vest on April 30, 2025. The grant date fair value of the Centuri RSUs was based on the closing price of Centuri’s common stock of $24.75 on April 30, 2024. The grant date fair value of the Centuri RSUs granted to Ms. Haller is $170,874. Such amount was determined in accordance with FASB ASC Topic 718, with the grant date fair value calculated by multiplying the closing price of the grant date by the number of Centuri RSUs granted. Award agreements for PSUs and time-lapse RSUs give holders the right to receive dividend equivalent payments as and when dividends are paid on Common Stock, which dividends are reallocated into additional equity awards of the same type and with the same vesting schedule as the original award. (3)For the special PSUs granted in 2024 to Ms. Haller and Mr. Stefani, amounts reflect the aggregate grant date fair value of awards, determined in accordance with FASB ASC Topic 718. As required by SEC disclosure rules, the grant date fair values included in the table were computed by excluding the impact of estimated forfeitures and were based on the probable outcomes and service periods of the performance conditions as of the applicable grant date, with such probability determinations made in accordance with GAAP. As of the grant date, the 2024 special PSUs granted to Ms. Haller and Mr. Stefani were determined, in accordance with GAAP, to not require recognition of an expense, due to performance conditions being dependent upon market conditions, restrictions on the format of the Centuri sale or other disposition that could void the award, and timing/service period for meeting performance conditions. Recognition of an accounting expense occurred for the 25% of the award that was conditioned upon completion of the Centuri IPO, but the remaining 75% of the award remains subject to the considerations described above preventing recognition of an expense pursuant to GAAP. Assuming achievement of the Centuri IPO condition and the condition for sale or other disposition that results in the Company owning less than 20% of Centuri (the highest level of performance), the grant date fair value would be $3,995,428 for Ms. Haller and $1,189,084 for Mr. Stefani. See “Executive Compensation - Compensation Discussion and Analysis - 2024 Executive Officer Compensation - Long-Term Incentive Compensation” for further discussion of the special PSUs granted in 2024 to Ms. Haller and Mr. Stefani. Upon settlement, shares of Common Stock are issued for each earned PSU. There is no predetermined performance period for the special 2024 PSUs granted to Ms. Haller and Mr. Stefani. Additional information about the valuation methodologies and assumptions used in determining the amounts in this column are described in “Note 9 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2024 Annual Report on Form 10-K. (4)Amounts shown in this column represent the annual incentive cash awards paid in 2023, 2024 and 2025 for services performed in 2022, 2023 and 2024, respectively. (5)The aggregate change in the actuarial present value of the NEOs’ accumulated benefit under the Retirement Plan and the SERP for 2024 and the above-market interest (in excess of 120% of the applicable federal long-term rate with compounding) earned by the NEOs on executive deferral plan balances for 2024 are as follows:
Summary Compensation Table (2024, 2023 and 2022)
| | Increase in Pension Values ($) | Above-Market Interest ($) | | Ms. Haller | 898,034 | 82,259 | | Mr. Stefani | N/A | 4,820 | | Mr. Brown | 203,036 | 24,230 | | Mr. Gabe | 170,967 | 39,038 | | Ms. Williams | 48,876 | 31,928 |
Summary Compensation Table (2024, 2023 and 2022)
No amounts are payable from the pension plans before a participant attains age 55 and experiences a separation in service from the Company.
Summary Compensation Table (2024, 2023 and 2022)
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Summary Compensation Table (2024, 2023 and 2022)
(6)Employer contributions under the EDP for the NEOs and the EIP for Mr. Stefani in 2024 were as follows:
Summary Compensation Table (2024, 2023 and 2022)
| | Employer Contributions ($) | | Ms. Haller | 35,539 | | Mr. Stefani | 54,028 | | Mr. Brown | 21,253 | | Mr. Gabe | 14,105 | | Ms. Williams | 12,903 |
Summary Compensation Table (2024, 2023 and 2022)
Matching contributions to the NEOs under the EDP equal 50% of the amount deferred by each officer up to 3.5% of the officer’s respective annual salary. Since he is not eligible for the Retirement Plan, Mr. Stefani receives a non-elective employer contribution of 3% of his salary to his EIP account and 100% employer matching contributions on the first 7% of his EIP contributions. In 2024, Mr. Stefani received $33,284 in Company-paid non-elective and employer matching contributions to his EIP account and $20,744 in matching contributions to his EDP account. (7)In 2024, the aggregate amount of perquisites and personal benefits for the NEOs was less than $10,000 each. For Mr. Stefani, amounts in this column for 2023 include $35,537 for relocation expense reimbursement as described in the Stefani Employment Agreement. (8)For Ms. Haller, amounts in this column include $146,250 for director fees paid by Centuri, where Ms. Haller serves as a director. (9)Mr. Gabe became an NEO in 2023, so he has no compensation to report for 2022. (10)For Ms. Haller, amount in this column for 2022 relates to a special bonus to recognize her effective leadership of the Company through a year of unprecedented change, as she implemented the Board’s strategic direction to simplify the Company’s business mix to maximize stockholder value. For Mr. Stefani, amount in this column for 2022 relates to the signing bonus he earned when he began employment with the Company. For Mr. Brown and Ms. Williams, amounts in this column for 2022 relate to their portion of the discretionary bonus pool approved by the Board to recognize employees in 2022 for implementing transformational changes to streamline the Company’s business mix, all while keeping customer service and employee experience at exceptionally high levels.
Summary Compensation Table (2024, 2023 and 2022)
| 66 | Southwest Gas Holdings, Inc. |
Grants of Plan-Based Awards (2024)
Grants of Plan-Based Awards (2024) The following table sets forth information regarding each grant of an award made under our incentive plans and the Centuri director compensation plan to our NEOs during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards (2024)
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Board Approval Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Karen S. Haller | | | Annual Cash | 630,000 | 1,260,000 | 2,520,000 | — | — | — | — | — | | | 5/2/24 | 2/22/24 | PSUs | — | — | — | 15,770 | 31,539 | 63,078 | — | 2,375,833 | | | 5/2/24 | 2/22/24 | Time-Lapse RSUs | — | — | — | — | — | — | 21,026 | 1,583,892 | | | 5/2/24 | 2/22/24 | Special PSUs | — | — | — | — | 53,039 | — | — | — | | | 4/30/24 | | Centuri RSUs | — | — | — | — | — | — | 6,904 | 170,874 | | Robert J. Stefani | | | Annual Cash | 209,300 | 418,600 | 837,200 | — | — | — | — | — | | | 5/2/24 | 2/22/24 | PSUs | — | — | — | 5,174 | 10,347 | 20,695 | — | 779,440 | | | 5/2/24 | 2/22/24 | Time-Lapse RSUs | — | — | — | — | — | — | 6,898 | 519,640 | | | 5/2/24 | 2/22/24 | Special PSUs | — | — | — | — | 15,785 | — | — | — | | Justin L. Brown | | | Annual Cash | 218,625 | 437,250 | 874,500 | — | — | — | — | — | | | 5/2/24 | 2/22/24 | PSUs | — | — | — | 4,994 | 9,987 | 19,975 | — | 752,321 | | | 5/2/24 | 2/22/24 | Time-Lapse RSUs | — | — | — | — | — | — | 6,658 | 501,566 | | | 5/2/24 | 2/22/24 | Special PSUs | — | — | — | — | 15,785 | — | — | 1,189,084 | | Randall P. Gabe | | | Annual Cash | 126,000 | 252,000 | 504,000 | — | — | — | — | — | | | 5/2/24 | 2/22/24 | PSUs | — | — | — | 1,431 | 2,863 | 5,725 | — | 215,670 | | | 5/2/24 | 2/22/24 | Time-Lapse RSUs | — | — | — | — | — | — | 2,863 | 215,645 | | Julie M. Williams | | | Annual Cash | 111,600 | 223,200 | 446,400 | — | — | — | — | — | | | 5/2/24 | 2/22/24 | PSUs | — | — | — | 2,201 | 4,402 | 8,803 | — | 331,603 | | | 5/2/24 | 2/22/24 | Time-Lapse RSUs | — | — | — | — | — | — | 2,934 | 221,055 |
Grants of Plan-Based Awards (2024)
(1)The amounts reflect the threshold, target and maximum amounts which could have been earned under the annual cash component of our incentive compensation program. The actual amounts received by the NEOs for 2024 performance under the program are set forth under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” Annual cash incentives are described in further detail under “Executive Compensation - Compensation Discussion and Analysis - 2024 Executive Officer Compensation - Annual Incentive Compensation.”
Grants of Plan-Based Awards (2024)
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Grants of Plan-Based Awards (2024)
(2)Amounts shown are rounded to the nearest share. The amounts shown represent the threshold, target and maximum number of shares of Common Stock that could be earned with respect to PSUs granted in 2024 under the long-term performance component of our incentive compensation program. The number of PSUs that will become earned and vested, and the resulting number of shares of Common Stock to be issued, will be determined after completion of the three-year performance period ending December 31, 2026, and the number of shares can range from 50% at threshold to a maximum of 200% of the target number. For the special 2024 PSUs granted to Ms. Haller and Mr. Stefani, there is no predetermined performance period and the number of PSUs that will become earned and vested, and the resulting number of shares of Common Stock to be issued, can range from 0% to 100% (assuming the highest level of performance) of the number of PSUs granted. The performance period for the special 2024 PSUs granted to Mr. Brown is two years, with 50% vesting each on the first and second anniversaries of the grant date, subject to the Company CEO’s determination that Mr. Brown has met the performance conditions, and the final number of special PSUs earned and vested, and the resulting number of shares of Common Stock to be issued, can range from 0% to 100% (assuming the highest level of performance) of the number of special PSUs granted. The initial vesting of Mr. Brown’s special 2024 PSUs occurred in the first quarter of 2025. (3)Amounts shown are rounded to the nearest share. The amounts shown represent the number of time-lapse RSUs that were granted in 2024 under the long-term component of our incentive compensation program. The time-lapse RSUs awarded vest over three years, 40% at the end of the first year and 30% at the end of each of the second and third years, assuming the NEO continues to meet the requirements for vesting, and the initial vesting occurred in the first quarter of 2025. For further details regarding the long-term components of our incentive compensation program, see “Executive Compensation - Compensation Discussion and Analysis - 2024 Executive Officer Compensation - Long-Term Incentive Compensation.” For Ms. Haller, amounts in this column also include Centuri RSUs granted to her due to her service on the Centuri Board of Directors. The Centuri RSUs vest on April 30, 2025. (4)The amounts shown reflect the aggregate grant date fair value (based on the closing price of Common Stock on May 2, 2024 and the closing price of Centuri common stock on April 30, 2024, as applicable) of time-lapse RSUs or PSUs granted on May 2, 2024, and on April 30, 2024 for Ms. Haller’s Centuri RSUs, calculated in accordance with FASB ASC Topic 718. With respect to the PSUs, the amounts represent the grant date fair value assuming performance is achieved at target level. For the special 2024 PSUs, the amounts represent the grant date fair value assuming performance determined in accordance with FASB ASC Topic 718, as described in footnotes (2) and (3) to the “Summary Compensation Table (2024, 2023, and 2022).”
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information regarding unvested time-lapse RSUs, Centuri RSUs, and PSUs for each of the NEOs, outstanding as of December 31, 2024, and assuming target performance.
Outstanding Equity Awards at Fiscal Year-End 2024
| | Stock Awards(1) | | | | | | | Name | Number of SWX Shares or Units of Stock That Have Not Vested (#)(2) | Number of CTRI Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of SWX Shares or Units of Stock That Have Not Vested ($)(3) | Market Value of CTRI Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Karen S. Haller | 38,292 | 6,904 | 2,707,627 | 133,316 | 104,463 | 7,386,580 | | Robert J. Stefani | 22,617 | — | 1,599,248 | — | 33,859 | 2,394,139 | | Justin L. Brown | 11,077 | — | 783,255 | — | 35,796 | 2,531,157 | | Randall P. Gabe | 5,120 | — | 362,035 | — | 5,996 | 423,996 | | Julie M. Williams | 5,091 | — | 359,985 | — | 9,196 | 650,270 |
Outstanding Equity Awards at Fiscal Year-End 2024
| 68 | Southwest Gas Holdings, Inc. |
Outstanding Equity Awards at Fiscal Year-End 2024
(1)There were no securities underlying either unexercised stock options, which were exercisable or unexercisable, or unexercised unearned options granted under any equity incentive plan at the end of fiscal 2024. Share and unit values have been rounded to the nearest share or unit. (2)Represents time-lapse RSUs, which vest in annual installments over three years following the grant, assuming the NEO continues to meet the requirements for vesting, as reflected in the following tables, and for Ms. Haller, Centuri RSUs that vest on April 30, 2025, assuming she continues to meet the requirements for vesting. The 2024 time-lapse RSU grants and Centuri RSUs reflected in the table below include amounts discussed in footnote (3) to the “Grants of Plan-Based Awards (2024)” table. Outstanding time-lapse RSUs granted in 2022, 2023 and 2024 vest over three years, 40% at the end of the first year and 30% at the end of each of the second and third years. The time-lapse RSUs granted in 2022 to Mr. Stefani vest according to the schedule listed below, and the time-lapse RSUs granted to Mr. Stefani in 2023 and 2024 vest according to the same schedule as the other NEOs. The Centuri RSUs granted to Ms. Haller in 2024 vest on April 30, 2025. All time-lapse RSUs, Centuri RSUs, and PSUs granted to the NEOs give the holders the right to receive dividend equivalent payments as and when dividends are paid on Common Stock, which dividends are reallocated into additional equity awards of the same type and with the same vesting schedule as the original award. Vesting is as follows:
Outstanding Equity Awards at Fiscal Year-End 2024
| | Grant Year | Vests January 2025 (#) | Vests April 2025 (Centuri RSUs) (#) | Vests November 2025 (#) | Vests January 2026 (#) | Vests January 2027 (#) | | Ms. Haller | 2024 | 8,697 | 6,904 | — | 6,523 | 6,523 | | | 2023 | 6,173 | — | — | 6,173 | — | | | 2022 | 4,203 | — | — | — | — | | Mr. Stefani | 2024 | 2,853 | — | — | 2,140 | 2,140 | | | 2023 | 2,183 | — | — | 2,183 | — | | | 2022 | — | — | 11,118 | — | — | | Mr. Brown | 2024 | 2,754 | — | — | 2,065 | 2,065 | | | 2023 | 1,829 | — | — | 1,829 | — | | | 2022 | 535 | — | — | — | — | | Mr. Gabe | 2024 | 1,184 | — | — | 888 | 888 | | | 2023 | 911 | — | — | 911 | — | | | 2022 | 338 | — | — | — | — | | Ms. Williams | 2024 | 1,214 | — | — | 910 | 910 | | | 2023 | 929 | — | — | 929 | — | | | 2022 | 199 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End 2024
Vesting provisions of time-lapse RSUs and Centuri RSUs following certain termination events are discussed below under “Post-Termination Benefits.” (3)The market value of Company Common Stock was $70.71 per share, the closing price on the last trading day of 2024. The market value of Centuri common stock was $19.31 per share, the closing price on the last trading day of 2024. (4)Represents PSUs awarded for the performance periods beginning January 1, 2023 and January 1, 2024, special PSUs awarded with no predetermined performance period, and special PSUs awarded with a two-year performance period beginning February 22, 2024. See footnote (2) to the “Grants of Plan-Based Awards (2024)” table and “Post-Termination Benefits” for a discussion of the vesting terms of our PSUs. Assuming achievement of target level performance, the number of PSUs indicated (plus accumulated dividend equivalents) will vest following the three-year performance period ending December 31, 2025 for awards granted in 2023, and December 31, 2026 for awards granted in 2024, subject to meeting all vesting requirements. For the special 2024 PSUs, assuming achievement of the performance measures, the number of special PSUs indicated (plus accumulated dividend equivalents) will vest following the achievement of the performance measures associated with the awards to Ms. Haller and Mr. Stefani,
Outstanding Equity Awards at Fiscal Year-End 2024
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Outstanding Equity Awards at Fiscal Year-End 2024
and for Mr. Brown, 50% on February 22, 2025 and 50% following the two-year performance period ending February 22, 2026.
Stock Vested During 2024
Stock Vested During 2024 The number of shares of Common Stock underlying PSUs and time-lapse RSUs that vested during 2024 and the value realized on vesting (the market price at vesting) are shown in the following table. There were no options to purchase Common Stock outstanding during 2024.
Stock Vested During 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($) | | Karen S. Haller(3) | 40,349 | 2,828,942 | | Robert J. Stefani(1) | 17,828 | 1,335,224 | | Justin L. Brown | 7,403 | 501,221 | | Randall P. Gabe | 3,113 | 207,976 | | Julie M. Williams | 2,339 | 154,908 |
Stock Vested During 2024
(1)The stock awards for Mr. Stefani include shares of Common Stock underlying time-lapse RSUs vested according to the schedule contained in his 2022 Employment Agreement and 25% of the special 2024 PSUs that vested upon completion of the Centuri IPO. (2)Amounts in this column are rounded to the nearest share. (3)The stock awards for Ms. Haller include 25% of the special 2024 PSUs that vested upon completion of the Centuri IPO.
Pension Benefits
Pension Benefits We offer two defined benefit retirement plans to the NEOs. They include the Retirement Plan, which is available to all employees of Southwest Gas who were hired before January 1, 2022, and the SERP, which is available to officers of Southwest Gas who were hired before January 1, 2022. Benefits under the Retirement Plan are based on (i) years of service with Southwest Gas, up to a maximum of 30 years, and (ii) highest average annual salary over a period of five consecutive years within the final 10 years of service, not to exceed an annual maximum compensation level of $345,000 (in 2024) established by the Internal Revenue Service. Vesting in the Retirement Plan occurs after five years of service with Southwest Gas. The SERP is designed to supplement the benefits under the Retirement Plan to a level of 50-60% of salary. The salary used for the SERP calculation is based on the 12-month average of the highest consecutive 36 months of salary at the time of retirement. Vesting in the SERP occurs at age 55, with 20 years of service, or at age 65 with 10 years of service with Southwest Gas. Upon retirement, the plans will provide a lifetime annuity to the NEOs, with a 50% survivor benefit to their spouses and an option to choose a 75% survivor benefit to their spouses. No lump sum payments are permitted under the plans except when the amount is less than $5,000. Ms. Haller is vested in both plans and would receive full benefits if she were to retire as of the date of this Proxy Statement. Mr. Brown and Ms. Williams are vested only in the Retirement Plan and, if they left the Company as of the date of this Proxy Statement, their accrued benefit under the Retirement Plan would be reduced by 58.56%, assuming benefits commenced at age 55. Mr. Gabe is vested in both plans and if he left the Company as of the date of this Proxy Statement, his benefits would be reduced by 13.25%. Mr. Brown would also receive a limited benefit under the SERP of $24,731 annually. Ms. Williams would also receive a limited benefit under the SERP of $11,210 annually. Mr. Stefani joined the Company after January 1, 2022 and is therefore not eligible for a benefit from either the Retirement Plan or the SERP.
Pension Benefits
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Pension Benefits as of December 31, 2024
Pension Benefits as of December 31, 2024 The following table sets forth the number of years of credited service and present value of accumulated benefits as of December 31, 2024, and payments received during the last fiscal year, under both the Retirement Plan and the SERP for each NEO.
Pension Benefits as of December 31, 2024
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Karen S. Haller | Retirement Plan | 27 | 1,977,360 | — | | | SERP | 27 | 5,098,650 | — | | Robert J. Stefani | N/A | N/A | N/A | N/A | | Justin L. Brown | Retirement Plan | 19 | 841,493 | — | | | SERP | 19 | 1,805,775 | — | | Randall P. Gabe | Retirement Plan | 27 | 1,403,299 | — | | | SERP | 27 | 832,353 | — | | Julie M. Williams | Retirement Plan | 28 | 1,045,507 | — | | | SERP | 28 | 727,905 | — |
Pension Benefits as of December 31, 2024
(1)The valuation method and all material assumptions applied in quantifying the present value of the accrued benefits are described in “Note 11 - Pension and Other Postretirement Benefits” included in the footnotes to the consolidated financial statements in our 2024 Annual Report on Form 10-K.
Nonqualified Deferred Compensation (2024)
Nonqualified Deferred Compensation (2024) We maintain nonqualified deferred compensation plans under which our NEOs are permitted to defer base salary and other cash compensation. These plans are described in detail under “Executive Compensation - Compensation Discussion and Analysis - 2024 Executive Officer Compensation - Retirement Benefits.” The following table describes the nonqualified deferred compensation activity for each of our NEOs during fiscal year 2024.
Nonqualified Deferred Compensation (2024)
| Name | Executive Contributions in Last Fiscal Year($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Karen S. Haller | 261,231 | 35,539 | 217,332 | — | 2,822,995 | | Robert J. Stefani | 41,488 | 20,744 | 10,305 | — | 141,050 | | Justin L. Brown | 109,038 | 21,253 | 56,836 | — | 690,620 | | Randall P. Gabe | 69,155 | 14,105 | 107,681 | — | 1,404,376 | | Julie M. Williams | 58,048 | 12,903 | 93,755 | — | 1,286,634 |
Nonqualified Deferred Compensation (2024)
(1)Amounts shown in this column are included in the “Salary” and “Non-Equity Incentive Compensation” columns of the “Summary Compensation Table.”
Nonqualified Deferred Compensation (2024)
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Nonqualified Deferred Compensation (2024)
(2)Deferred compensation earnings, which were above-market, and Company contributions are also reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and the “All Other Compensation” columns, respectively, of the “Summary Compensation Table.” Those amounts for the NEOs are as follows:
Nonqualified Deferred Compensation (2024)
| | Above-Market Interest ($) | Company Contributions ($) | Total ($) | | Ms. Haller | 82,259 | 35,539 | 117,798 | | Mr. Stefani | 4,820 | 20,744 | 25,564 | | Mr. Brown | 24,230 | 21,253 | 45,483 | | Mr. Gabe | 39,038 | 14,105 | 53,143 | | Ms. Williams | 31,928 | 12,903 | 44,831 |
Nonqualified Deferred Compensation (2024)
(3)The amounts reported in this column that were previously reported as compensation to the NEOs in the “Summary Compensation Table” for previous years are as follows:
Nonqualified Deferred Compensation (2024)
| | 2022 ($) | 2023 ($) | 2024 ($) | | Ms. Haller | 290,519 | 165,331 | 379,029 | | Mr. Stefani | 4,633 | 62,242 | 67,052 | | Mr. Brown | 76,716 | 38,357 | 154,521 | | Mr. Gabe* | — | 60,511 | 122,298 | | Ms. Williams | 95,108 | 114,673 | 102,879 | | * Mr. Gabe became an NEO in 2023, so 2022 values are not reported. | | | |
Absent a Change in Control
| | Summary Comp. Table Total for PEO ($)(1) | Summary Comp. Table Total for Former PEO ($)(2) | Compensation Actually Paid to PEO ($)(1)(5) | Compensation Actually Paid to Former PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(6) | Value of Initial Fixed $100 Investment Based On: | | GAAP Consolidated Net Income/ (Loss) ($)(8) | Utility Adjusted Net Income ($)(9) | | Year | | | | | | | TSR(7) | Peer Group TSR(4) | | | | 2024 | 8,153,592 | — | 7,211,864 | — | 2,340,314 | 2,533,014 | 110.90 | 116.68 | 198,815,000 | 249,901,000 | | 2023 | 7,129,341 | — | 5,840,814 | — | 2,646,306 | 2,400,319 | 95.87 | 97.20 | 150,889,000 | 240,348,000 | | 2022 | 4,355,798 | 6,129,727 | 3,648,614 | 1,664,481 | 1,823,386 | 1,319,319 | 89.96 | 104.87 | (203,290,000) | 177,110,000 | | 2021 | — | 5,674,579 | — | 6,424,725 | 2,139,255 | 2,303,196 | 98.48 | 101.63 | 200,779,000 | 182,135,000 | | 2020 | — | 6,511,777 | — | 4,293,622 | 2,499,520 | 1,790,098 | 82.51 | 83.11 | 232,324,000 | 149,918,000 |
Analysis of Information Presented in the Pay Versus Performance Table
Analysis of Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation - Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. In the graphs below, CAP to the PEO for 2022 represents the aggregate CAP to Ms. Haller, the Company’s current CEO, and Mr. Hester, the Company’s former CEO. For 2023 and 2024, CAP to the PEO represents CAP to Ms. Haller, the Company’s current CEO.
Analysis of Information Presented in the Pay Versus Performance Table
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