8-KLeadership Changes

SEMPRA 8-K Report, Executive Changes (Nov 27, 2023)

Filed November 27, 2023For Securities:SRESREA

Summary

This 8-K filing from Sempra (SRE) announces significant leadership changes within its executive team, effective January 1, 2024. Trevor I. Mihalik, currently EVP and CFO, will transition to EVP and Group President. Concurrently, Karen L. Sedgwick, who has a strong background in finance and human resources within Sempra and its subsidiaries, will be promoted to Executive Vice President and Chief Financial Officer. This appointment marks a key leadership transition for the company's financial operations. The filing also details Ms. Sedgwick's new compensation package, which includes an increased annual salary of $630,000, a bonus target of 90% of her salary, and a long-term incentive award target of $2,003,000. Furthermore, her severance agreement has been amended and restated, enhancing severance payments and benefits in both standard termination scenarios and those linked to a Change in Control, providing increased security for the new CFO.

Key Highlights

  • 1Karen L. Sedgwick appointed as Executive Vice President and Chief Financial Officer, effective January 1, 2024.
  • 2Trevor I. Mihalik transitions from EVP and CFO to EVP and Group President, effective January 1, 2024.
  • 3Ms. Sedgwick's new annual salary will be $630,000.
  • 4Ms. Sedgwick's target bonus under the Sempra Annual Bonus Plan is increased to 90% of her annual salary.
  • 5Ms. Sedgwick's target for future annual long-term incentive awards will be increased to $2,003,000.
  • 6Ms. Sedgwick's severance agreement has been amended, enhancing severance payments and benefits in various termination scenarios, including those related to a Change in Control.
  • 7The enhanced severance includes increased lump-sum cash payments, extended health insurance continuation, and longer periods for outplacement and financial planning services.

Frequently Asked Questions

Karen L. Sedgwick has been appointed as the new Executive Vice President and Chief Financial Officer, effective January 1, 2024. She has a strong financial background within Sempra, having served as Chief Administrative Officer and Chief Human Resources Officer since December 2021, and previously holding roles in Investor Relations, Financial Planning, Audit Services, and as Vice President and Treasurer.

Effective January 1, 2024, Ms. Sedgwick's annual salary will increase to $630,000. Her target bonus under the Sempra Annual Bonus Plan will be 90% of her annual salary, with an opportunity for up to 200% of target. Her target for future annual long-term incentive awards will be $2,003,000.

Ms. Sedgwick's new severance agreement increases severance benefits compared to her previous agreement. In case of an involuntary termination (without cause or for good reason) unrelated to a Change in Control, she will receive one-times her base salary plus her target annual bonus (increased from 50% of base salary). Severance benefits related to a Change in Control have also been enhanced, doubling the lump-sum severance payment and extending benefits like health insurance continuation and outplacement services.

Trevor I. Mihalik, the current Executive Vice President and Chief Financial Officer, will be transitioning to the role of Executive Vice President and Group President, effective January 1, 2024.