Southwest Gas Holdings, Inc DEF 14A, filed Mar 17, 2025

Southwest Gas Holdings, Inc. (SWX)

DEF 14A 2025-03-17 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Southwest Gas Holdings, Inc filed this DEF 14A on March 17, 2025.

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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


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 (202 4 , 202 3 and 202 2 )	64

	Grants of Plan-Based Awards (202 4 )	67

	Outstanding Equity Awards at Fiscal Year-End 202 4	68

	Stock Vested During 202 4	70

	Pension Benefits	70

	Nonqualified Deferred Compensation (202 4 )	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


ITEMS OF BUSINESS
Proposals		Voting Recommendation

1	To elect eleven directors of the Company		FOR See Page 8

2	To approve, on a non-binding, advisory basis, the Company’s executive compensation		FOR See Page 40


3	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2025		FOR See Page 83


4	To transact such other business as may properly come before the meeting or any adjournment thereof





						Date and Time May 1, 2025 8:30 AM (PDT)


						Location Virtual Meeting


						Who Can Vote Stockholders as of March 3, 2025 are entitled to vote.


			HOW TO VOTE Please review the Proxy Statement and vote, at your earliest convenience, using any of the following methods:


						BY TELEPHONE Call the phone number listed on your Proxy Card.


						Online Visit the website listed on your Proxy Card or Notice of Internet Availability.


						By Mail Sign, date and return your Proxy Card in the provided postage-paid envelope.

						Virtual Meeting Access the virtual meeting to vote by ballot. See “How Do I Attend the Annual Meeting?” (page 89) for instructions.


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.


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. Haller President and Chief Executive Officer E. Renae Conley Chair of the Board of Directors



Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 1, 2025: Pursuant to rules promulgated by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet. On or about March 17, 2025, an important Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) will be sent to our stockholders of record, and a paper copy of the proxy materials will be sent to Employee Investment Plan participants and those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice regarding availability of proxy materials. In accordance with SEC rules, you may access our proxy materials and 2024 Annual Report to Stockholders at www.swgasholdings.com/financial-information/annual-reports-proxy-materials, which provides for anonymous access. The Notice of Internet Availability also includes instructions for stockholders to request, at no charge, a printed copy of the proxy materials. Important Notice Regarding the Virtual Annual Meeting: The virtual format of the Annual Meeting ensures that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. For more information about the virtual Annual Meeting, see “Questions and Answers About The Annual Meeting” in this Proxy Statement.



Southwest Gas Holdings, Inc. ▪Strengthening capital and strategic flexibility through separation of Centuri Holdings, Inc. ▪Maintaining balance sheet flexibility and investment grade credit ratings Southwest Gas Corporation ▪Providing safe, reliable, and affordable natural gas service ▪Positive regulatory developments and strong organic rate base growth ▪41,000 first-time meter sets in 2024 ▪Optimizing the utility to deliver value ▪Capital expenditure plan driven by strong economic and customer growth throughout our service areas ▪Well positioned to continue delivering sustainable energy options for our customers



Proposal 1 Election of Directors


	The Board recommends a vote “FOR” each of the nominees named below.	See Page 8


Name and Primary Occupation		Age	Director Since	Committee Membership
				AC	CC	NCGC	STC
	Karen S. Haller President and Chief Executive Officer Southwest Gas Holdings, Inc. Chief Executive Officer, Southwest Gas Corporation	61	2022
	E. Renae Conley Chair of the Board CEO, ER Solutions, LLC Former Utility Company Executive	67	2022
	Andrew W. Evans Retired Utility Company Executive, Southern Company	58	2022
	Jane Lewis-Raymond Principal, Hilltop Strategies Retired 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 Construction Executive, 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


						Public Company Board Service
									11/11

						Public Company Executive Officer
									9/11

						Legal/Regulatory
									9/11

						Finance/Accounting
									8/11

						Service Territory Knowledge
									4/11


						Energy Utility
									7/11

						Technology/Cybersecurity
									3/11

						Environmental, Social and Governance (“ESG”)
									10/11

						Operations Responsibility
									9/11



Proposal 2 Advisory 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



Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm


	The Board recommends a Vote “FOR” auditor ratification.	See Page 83


			Independent						Non-Independent


			< 4 Years						4-7 Years


			>7 Years


			<50 years						50-60 years



			Proposal 1 Election of Directors


			The authorized number of directors is currently fixed at eleven. At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders or until their successors shall be elected and duly qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated E. Renae Conley, Andrew W. Evans, Karen S. Haller, Jane Lewis-Raymond, Henry P. Linginfelter, Anne L. Mariucci, Carlos A. Ruisanchez, Brian E. Sandoval, Ruby Sharma, Andrew J. Teno, and Leslie T. Thornton to serve as directors of the Company. All of the nominees are independent under the applicable rules of the New York Stock Exchange (the “NYSE”), except for Ms. Haller. Each of the nominees, with the exception of Mr. Sandoval who is a first-time nominee, was elected to his or her present term of office by stockholders at our 2024 Annual Meeting. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board. In accordance with the terms of the Cooperation Agreement (as defined below), the Company agreed with the Icahn Group (as defined below) to nominate Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno for election at the Annual Meeting. For more details with respect to the Cooperation Agreement, see “Board and Governance Matters – Cooperation Agreement” below. Pursuant to the Company’s Bylaws, a director nominee is elected only if they receive a plurality of the votes cast with respect to their election, subject to our Majority Voting Policy. As a result, the eleven nominees for director who receive the highest number of votes “FOR” election will be elected as directors, and any shares not voted “FOR” a particular nominee, whether as a result of a “WITHHOLD” vote or broker non-vote, will not be counted in such nominee’s favor. For more details about our Majority Voting Policy, see “Board and Governance Matters - Majority Voting Policy” below.



						The Board recommends a vote “FOR” each of the nominees named below.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.



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



			▪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.


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


Board Independence and Composition	Board Performance	Stockholder Rights

▪10 of 11 director nominees are independent ▪All committee members are independent ▪Chair of the Board is independent ▪Since 2020, seven new directors have joined the Board and one new director nominee is standing for election in 2025	▪Year-round stockholder outreach that includes participation of directors as needed, with stockholder feedback provided regularly to the Board ▪Annual Board and committees self-evaluation ▪Frequent executive sessions of independent directors	▪All directors stand for election annually ▪Majority Voting Policy: if any director nominee receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” his or her election, the director nominee must promptly tender his or her resignation ▪At least one-third of voting shares issued and outstanding needed to call special meeting of stockholders


			▪The Nominating and Corporate Governance Committee of the Board oversees the Company’s policies and performance on sustainability, climate change, diversity, equity and inclusion, human rights, and other ESG topics. ▪The Nominating and Corporate Governance Committee and management regularly (at least twice per year) update the full Board as these topics apply to our business practices and operations. ▪At the management level, an ESG Working Group brings together subject matter experts who identify and recommend goals to the officer-led ESG Committee, which is responsible for executing company-wide strategies and goals.


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


			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


Name	Age	Position	Period Position Held During Last 5 Years
Karen S. Haller	61	President and Chief Executive Officer*	2022-Present
		Executive Vice President/Chief Legal and Administrative Officer*	2020-2022
Robert J. Stefani	50	Senior Vice President/Chief Financial Officer*	2022-Present
Justin L. Brown	52	President**	2022-Present
		Senior Vice President/General Counsel**	2020-2022
Randall P. Gabe	55	Senior Vice President/Chief Administrative Officer**	2022-Present
		Vice President/Gas Resources**	2020-2022
Catherine M. Mazzeo	49	Senior Vice President/Chief Legal, Safety and Compliance Officer and Corporate Secretary*	2024-Present
		Vice President/General Counsel and Risk, Safety and Compliance Officer**	2022-2024
		Managing Counsel**	2020-2022
Amy L. Timperley	48	Senior Vice President/Chief Regulatory, Public Affairs and Gas Resources Officer**	2024-Present
		Senior Vice President/Chief Regulatory Strategy and Planning Officer**	2023-2024
		Senior Vice President/Chief Regulatory and Financial Planning Officer**	2022-2023
		Vice President/Regulation**	2021-2022
		Director/Regulation and Energy Efficiency**	2020-2021
Julie M. Williams	51	Senior Vice President/Continuous Improvement and Optimization**	2023-Present
		Senior Vice President/Chief Operating Officer**	2022-2023
		Vice President/Southern Arizona Division**	2020-2022