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
Contents
PROXY STATEMENT SUMMARY
The following summary highlights information more fully described elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
| Proposal 1Election of Directors | |
|---|---|
| The Board recommends a vote “FOR” each of the nominees named below. | See Page 8 |
Director Nominees
| Name and Primary Occupation · Age · Director Since · Committee Membership | ||
|---|---|---|
| AC · CC · NCGC · STC | ||
| Karen S. HallerPresident and Chief Executive OfficerSouthwest Gas Holdings, Inc.Chief Executive Officer, Southwest Gas Corporation | 61 | 2022 |
| E. Renae Conley Chair of the BoardCEO, ER Solutions, LLCFormer Utility Company Executive | 67 | 2022 |
| Andrew W. Evans Retired Utility Company Executive,Southern Company | 58 | 2022 |
| Jane Lewis-Raymond Principal, Hilltop StrategiesRetired Executive, Piedmont Natural Gas | 58 | 2019 |
| Henry P. Linginfelter Retired Executive, Southern Company Gas | 63 | 2022 |
| Anne L. Mariucci Private Investor, Retired Real Estate and ConstructionExecutive, PulteGroup, Inc. and Del Webb Corp. | 67 | 2006 |
| Carlos A. Ruisanchez Co-founder, Sorelle Capital | 53 | 2022 |
| Brian E. Sandoval President, University of Nevada, Reno | 61 | First time nominee |
| Ruby Sharma Former Partner, EY LLP | 58 | 2022 |
| Andrew J. Teno President and Chief Executive Officer, Icahn Enterprises L.P. | 39 | 2022 |
| Leslie T. Thornton Retired Executive, WGL Holdings, Inc. &Washington Gas Light Company | 66 | 2019 |
| AC – Audit Committee | NCGC – Nominating and Corporate Governance Committee | – Chair | – Independent |
|---|---|---|---|
| CC – Compensation Committee | STC – Strategic Transactions Committee | – Member |
| 4 | Southwest Gas Holdings, Inc. |
Board and Director Nominees Snapshot
Independence
91% of director nominees
are independent
| Independent | Non-Independent |
Tenure
Average Tenure: 5 years
| < 4 Years | 4-7 Years |
>7 Years
Age
Average Age: 59 years
| <50 years | 50-60 years |
61-70 years
Gender
55% of director nominees are women
| Female | Male |
Racial/Ethnic Diversity
36% of director nominees are ethnically or racially diverse
| African American | Hispanic/Latino |
| Asian | Caucasian |
Committee Leadership
75% of the committee Chairs
are women
| Female | Male |
| 2025 Notice and Proxy | 5 |
|---|
Skills and Experience
Public Company Board Service
Public Company Executive Officer
Legal/Regulatory
Finance/Accounting
Service Territory Knowledge
Energy Utility
Technology/Cybersecurity
Environmental, Social and Governance (“ESG”)
Operations Responsibility
| 6 | Southwest Gas Holdings, Inc. |
| Proposal 2Advisory Vote to Approve the Company’s Executive Compensation | |
|---|---|
| The Board recommends a Vote “FOR” the proposal to approve the Company’s executive compensation. | See Page 40 |
Pay for Performance
With respect to each of our named executive officers (“NEOs”), all routine annual cash incentives and long-term equity incentives are “at risk,” as those awards are either variable based on the level of performance against incentive targets or are subject to continued employment during a three-year vesting period. The portion of total direct compensation designed to be at risk depends upon the NEO’s position and the ability to influence outcomes, as well as market pay levels and risk mitigation considerations. Ms. Haller, the Company’s CEO, has the largest portion of pay at risk.
CEO Target Compensation At-Risk
Other NEOs Target Compensation At-Risk
| Base | Annual Incentive | Total At-Risk | Long-Term Incentive |
| Proposal 3Ratification of Selection of Independent Registered Public Accounting Firm | |
|---|---|
| The Board recommends a Vote “FOR” auditor ratification. | See Page 83 |
The Audit Committee selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Company for the year ending December 31, 2025, subject to ratification of the selection by the stockholders. PwC has been the Company’s independent public accounting firm since 2002. The Audit Committee determined there are intrinsic benefits to audit quality resulting from the audit firm’s tenure, including years of experience that provide deep knowledge of the Company’s operations and business, its accounting policies and practices, the environment in which it operates, and its internal control over financial reporting.
| 2025 Notice and Proxy | 7 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.