Southwest Gas Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
View on SEC.govAbout this filing
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
Contents
Cover page
Show cover page
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | x | Filed by a Party other than the Registrant | o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee 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 Proxy | i |
|---|
Table of Contents
| LETTER TO OUR STOCKHOLDERS | i | |
|---|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 | |
| ABOUT SOUTHWEST GAS HOLDINGS, INC. | 2 | |
| PROXY STATEMENT SUMMARY | 4 | |
| BOARD AND GOVERNANCE MATTERS | 8 | |
| Proposal 1: Election of Directors | 8 | |
| Board of Directors | 9 | |
| Director Biographies | 9 | |
| Director Skills and Qualifications | 20 | |
| Selection of Directors | 21 | |
| Corporate Governance | 26 | |
| Corporate Governance Highlights | 26 | |
| Board Structure and Operations | 26 | |
| Board Oversight Responsibilities | 31 | |
| Other Governance Policies and Practices | 33 | |
| Director Compensation | 36 | |
| Director Compensation Narrative | 36 | |
| 2024 Director Compensation Table | 37 | |
| Stock Ownership Guidelines for Non-Employee Directors | 38 | |
| Prohibition on Pledging and Hedging | 38 | |
| EXECUTIVE OFFICERS | 39 | |
| EXECUTIVE COMPENSATION | 40 | |
| Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation | 40 | |
| Compensation Discussion and Analysis | 41 | |
| Executive Summary | 41 | |
| Compensation Philosophy and Objectives | 46 | |
| Compensation Program Administration | 47 | |
| 2024 Executive Officer Compensation | 50 | |
| Other Compensation Policies and Practices | 61 | |
| Compensation Committee Report | 63 | |
| 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 |
| ii | Southwest Gas Holdings, Inc. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.