Independent
Tenure on this board
9.3 yrs
Also a director at
Grupo Aeromexico Sab De Cv (AERO)
11 nominees · 4 ballot items.
Election of 11 directors; ratification of Deloitte & Touche LLP as independent auditors; advisory (non-binding) approval of executive compensation (say-on-pay); and a shareholder proposal to require an independent (non-executive) Board chairman.
Elect 11 director nominees to serve until the next annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote supporting the compensation disclosed for Sempra’s named executive officers in the proxy statement (a standard annual “say-on-pay” vote). Management seeks shareholder endorsement to validate its pay philosophy, which emphasizes a high proportion of performance-based and long-term equity incentives to align executive interests with shareholder returns, and to confirm that compensation decisions and metrics (including ABP Earnings, safety, cybersecurity/employee engagement, relative TSR and EPS-growth metrics for LTIP awards) are appropriate. The board recommends a vote FOR, explaining that the program incentivizes pay-for-performance, retention of leadership, and alignment with strategic priorities such as utility-focused capital deployment and risk-managed infrastructure growth. The proposal is advisory and non-binding, but management indicates it will consider significant negative shareholder feedback and may adjust program elements accordingly; the company also points to prior strong shareholder support (95% approval on the last say-on-pay) as validation. The context includes recent shareholder engagement, updates to the annual bonus plan to simplify responsible business practice metrics, and the mix of incentive vehicles that give executives upside only if performance thresholds are met. Relevant governance context includes robust shareholder outreach, independent compensation consultants, compensation committee oversight, clawback and share ownership policies, and a cash severance cap policy requiring shareholder ratification for very large severance. A vote FOR sustains the board’s current compensation framework; a meaningful vote AGAINST would prompt the Compensation and Talent Development Committee to evaluate and potentially change compensation design, metrics, or disclosures. Given the company’s emphasis on long-term, multi-year performance measures and the board’s articulation of rationale, the management recommendation is FOR to reinforce the existing pay-for-performance program while remaining responsive to shareholder feedback.
Request that the Board adopt a policy separating the roles of Chairman and CEO and require the Chairman be an independent director.
The shareholder proponent, John Chevedden, asks the board to adopt a binding policy separating the Chairman and CEO roles and to require the Chairman be an independent director, arguing that an independent chair provides impartial oversight, mitigates conflicts of interest and would strengthen accountability after recent operational and stock-performance setbacks. The proponent frames the change as a governance best practice intended to strengthen board independence and oversight of management, highlighting specific 2025 performance issues, a one-day nearly 20% stock drop after a lowered 2025 EPS outlook, and a negative outlook from a ratings agency as contextual justification. Management and the board oppose the proposal, asserting their current flexible leadership structure — which combines the Chairman and CEO roles but empowers a robust Lead Independent Director and a largely independent board — better serves Sempra’s needs, allowing the board to select the structure appropriate to circumstances and preserve the strategic advantages of combined leadership in periods of complex operational transformation. The board emphasizes its annual evaluation process, the Lead Independent Director’s substantial responsibilities, strong shareholder engagement showing majority comfort with flexibility, and historical value creation and strategic execution (including capital recycling and sizable transactions) under the current structure. The governance trade-off centers on independence versus integrated strategic leadership: proponents prioritize structural independence to guard against conflicts and enhance accountability, while management prioritizes unified leadership for strategic clarity and execution, backed by an empowered independent director function and committee oversight. For investors, the decision to support or oppose hinges on whether they prioritize formal separation of powers as an insurance mechanism for oversight or prefer the board’s discretion and the demonstrated track record and engagement metrics cited by management. Given the board’s articulated rationale, current composition (82% independent directors), and history of shareholder engagement, management recommends a vote AGAINST the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.5% | 42,649,548 | $4.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 42,406,476 | $4.1B |
| 3 | STATE STREET CORP | 5.7% | 37,302,515 | $3.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 28,017,688 | $2.7B |
| 5 | BlackRock, Inc. | 3.6% | 23,542,014 | $2.3B |
| 6 | Capital International Investors | 2.9% | 18,754,548 | $1.8B |
| 7 | MORGAN STANLEY | 2.6% | 16,892,091 | $1.6B |
| 8 | BlackRock, Inc. | 2.2% | 14,392,251 | $1.4B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 12,589,869 | $1.2B |
| 10 | Newport Trust Company, LLC | 1.7% | 11,229,015 | $1.1B |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.