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Southwest Gas Holdings, Inc.

For the period ended Dec 31, 2024. Filed Mar 17, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 17, 2025

SWX$91.33+0.9%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the RegistrantxFiled by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 14a-12

Southwest Gas Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11.

Letter to Our Stockholders

Dear Fellow Stockholders:On behalf of the Board of Directors (the “Board”), we extend our sincere thank you for your support throughout a transformative year for Southwest Gas Holdings, Inc. (“we,” “us,” “our,” or the “Company”). As stewards of the Company and your investment, we remain focused on developing, overseeing and supporting strategies that will deliver long-term growth and value for all of our stockholders. We are incredibly proud of our achievements in 2024 and want to share some highlights of our efforts to advance our strategic priorities.Our Board and management team are focused on the Company’s transformational strategy to become a premier, fully regulated natural gas utility. In 2024, we reached an important milestone toward the separation of Centuri Holdings, Inc. (“Centuri”) through a successful initial public offering in April. We have taken steps to position Centuri as an industry leader in utility infrastructure services and realize the full value of our investment, including welcoming accomplished utility and energy industry executive Chris Brown as President and CEO of Centuri. The Board is overseeing leadership’s accountability for the successful completion of the Centuri separation.We are pleased to report strong financial performance for 2024. The Company executed on its 2024 capital plan and reaffirmed its commitment to maintaining a strong investment grade balance sheet and competitive dividend. As a result of our effective strategy execution, we did not have to access the equity markets in 2024.In addition, our collaborative approach to working with regulators and legislators has led to constructive regulatory outcomes. We have made significant investments in infrastructure in recent years to ensure we continue to provide safe, reliable and resilient service. Positive rate case outcomes, as well as ongoing cost management efforts, provide us with confidence in our ability to optimize utility operations and continue delivering value for stockholders.On behalf of all our employees, we thank you for your support and continued investment.Sincerely yours,Karen S. HallerPresident and Chief Executive OfficerE. Renae ConleyChair of the Board of Directors

2025 Notice and Proxyi

Table of Contents

LETTER TO OUR STOCKHOLDERSi
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS1
ABOUT SOUTHWEST GAS HOLDINGS, INC.2
PROXY STATEMENT SUMMARY4
BOARD AND GOVERNANCE MATTERS8
Proposal 1: Election of Directors8
Board of Directors9
Director Biographies9
Director Skills and Qualifications20
Selection of Directors21
Corporate Governance26
Corporate Governance Highlights26
Board Structure and Operations26
Board Oversight Responsibilities31
Other Governance Policies and Practices33
Director Compensation36
Director Compensation Narrative36
2024 Director Compensation Table37
Stock Ownership Guidelines for Non-Employee Directors38
Prohibition on Pledging and Hedging38
EXECUTIVE OFFICERS39
EXECUTIVE COMPENSATION40
Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation40
Compensation Discussion and Analysis41
Executive Summary41
Compensation Philosophy and Objectives46
Compensation Program Administration47
2024 Executive Officer Compensation50
Other Compensation Policies and Practices61
Compensation Committee Report63
Executive Compensation Tables64
Summary Compensation Table (2024, 2023 and 2022)64
Grants of Plan-Based Awards (2024)67
Outstanding Equity Awards at Fiscal Year-End 202468
Stock Vested During 202470
Pension Benefits70
Nonqualified Deferred Compensation (2024)71
Post-Termination Benefits72
Pay Ratio Disclosure75
Pay Versus Performance76
AUDIT MATTERS83
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm83
Selection and Engagement of the Independent Registered Public Accounting Firm84
Independent Auditor Fees84
Pre-Approval Policy and Procedures85
Audit Committee Report85
SECURITIES OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS86
Directors, Director Nominees, and Named Executive Officers86
Certain Beneficial Owners87
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING88
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING89
iiSouthwest Gas Holdings, Inc.
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