8-KLeadership Changes

SEMPRA 8-K Report, Executive Changes (Jun 19, 2019)

Filed June 19, 2019For Securities:SRESREA

Summary

Sempra Energy (SRE) announced on June 18, 2019, via an 8-K filing, the appointment of two new independent directors, Bethany J. Mayer and Cynthia J. Warner, to its Board of Directors, effective June 19, 2019. Ms. Mayer, with a background in technology, has been appointed to the Environmental, Health, Safety and Technology Committee, while Ms. Warner, whose potential appointment was previously disclosed, will serve on the Compensation and Corporate Governance Committees. These appointments coincide with modifications to the company's standard compensation program for non-employee directors. Notably, the initial equity grant value has been reduced, and the vesting schedule for equity awards has been accelerated. These changes aim to align director compensation with current market practices and potentially enhance the attractiveness of the board positions. Investors should note the specific details of the compensation changes, particularly the reduced equity grant value and accelerated vesting for Ms. Mayer, who was already a director, and the standard initial grant for Ms. Warner.

Key Highlights

  • 1Appointment of Bethany J. Mayer and Cynthia J. Warner as new independent directors to the Board, effective June 19, 2019.
  • 2Bethany J. Mayer appointed to the Environmental, Health, Safety and Technology Committee.
  • 3Cynthia J. Warner appointed to the Compensation and Corporate Governance Committees.
  • 4Modification of the non-employee director compensation program.
  • 5Reduced initial equity grant value for non-employee directors from $180,000 to $90,000 in restricted stock units or deferred phantom shares.
  • 6Accelerated vesting schedule for equity grants, with full vesting on the first anniversary of the grant date.
  • 7Bethany J. Mayer will receive a $90,000 equity grant that vests on the first anniversary of the grant date, as she was already a director and not eligible for the standard initial grant.

Frequently Asked Questions

Bethany J. Mayer and Cynthia J. Warner have been appointed as new independent directors to Sempra Energy's Board of Directors.

The initial equity grant value for non-employee directors has been reduced from $180,000 to $90,000. Additionally, equity grants will now fully vest on the first anniversary of the grant date, rather than over three years.

Ms. Mayer will receive a $90,000 equity grant that vests on the first anniversary of the grant date, as she was already a director and not eligible for the standard initial grant. Ms. Warner will receive the standard initial equity grant and participate in the modified director compensation program.

Bethany J. Mayer will serve on the Environmental, Health, Safety and Technology Committee. Cynthia J. Warner will serve on the Compensation Committee and Corporate Governance Committee.