Southwest Gas Holdings, Inc.
For the period ended May 7, 2026. Filed Mar 23, 2026.
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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.
May 7, 2026 · Filed Mar 23, 2026
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 9 |
2026 Director Nominees
| Name and Primary Occupation · Age · DirectorSince · Committee Membership | ||
|---|---|---|
| AC · CC · NCGC · STC | ||
| Justin L. BrownPresident, Southwest Gas Corporation | 53 | First-time nominee |
| Molly R. Carson President, Southwest Region, Ryan Companies US, Inc. | 52 | First-time nominee |
| E. Renae Conley Chair of the BoardCEO, ER Solutions, LLCFormer Utility Company Executive | 68 | 2022 |
| Andrew W. Evans Retired Utility Company Executive,Southern Company | 59 | 2022 |
| Leezie Kim Chief Legal Officer, Fox Restaurant Concepts LLC | 54 | First-time nominee |
| Jane Lewis-Raymond Principal, Hilltop StrategiesRetired Executive, Piedmont Natural Gas | 59 | 2019 |
| Henry P. Linginfelter Retired Executive, Southern Company Gas | 64 | 2022 |
| Carlos A. Ruisanchez Co-founder, Sorelle Capital | 54 | 2022 |
| Brian E. Sandoval President, University of Nevada, Reno | 62 | 2025 |
| Ruby Sharma Former Partner, EY LLP | 59 | 2022 |
| Leslie T. Thornton Retired Executive, WGL Holdings, Inc. &Washington Gas Light Company | 67 | 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. |
2025 Board and 2026 Director Nominees Snapshot
Independence
91% of director nominees
are independent
| Independent | Non-Independent |
Tenure
Average 2025 director tenure: 6 years
| < 4 Years | 4-7 Years |
>7 Years
Age
Average age of director nominees: 59 years
| <55 years | 55-65 years |
66-70 years
Gender
55% of director nominees are women
| Female | Male |
Racial/Ethnic Diversity
45% of director nominees are ethnically or racially diverse
| African American | Hispanic/Latino |
| Asian | Caucasian |
Committee Leadership
75% of the 2025 committee Chairs
are women
| Female | Male |
| 2026 Notice and Proxy | 5 |
|---|
Skills and Experience of 2026 Director Nominees
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 43 |
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. 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 |
Stockholder Engagement and Board Responsiveness to 2025 Say-on-Pay Vote
At the 2025 Annual Meeting of Stockholders, the Say-on-Pay vote received 89% support from our stockholders. While this is not a poor level of support, it is lower than normal for the Company. Our Board and Compensation Committee sought to understand the perspectives of our stockholders and consider responsive action that would enable us to regain the historically strong support for our executive compensation program. During the fall of 2025, our Board Chair and the Chair of the Compensation Committee, along with senior Company executives, undertook an extensive investor engagement effort. The feedback we received was considered in certain enhancements we have made to our disclosures and to our executive compensation program. Please see page 35 for further detail of our stockholder engagement efforts regarding governance topics and page 49 for further details of our stockholder engagement efforts with respect to executive compensation.
| Stockholder Engagement Team▪Board Chair▪Compensation Committee Chair▪Corporate Secretary's Office▪Investor Relations & ESG | Topics Discussed▪Board composition, skills and experience▪Executive Compensation▪Sustainability Initiatives |
|---|
(1)Represents percentage of outstanding shares as of July 25, 2025.
| 2026 Notice and Proxy | 7 |
|---|
| Proposal 3Ratification of Selection of Independent Registered Public Accounting Firm | |
|---|---|
| The Board recommends a Vote “FOR” auditor ratification. | See Page 88 |
The Audit Committee selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Company for the year ending December 31, 2026, 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. The Audit Committee periodically considers alternative independent registered accounting firms to continuously benchmark capabilities, quality measures and controls, and to evaluate the selection of the independent auditor.
| 8 | Southwest Gas Holdings, Inc. |
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