| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 7, 2022, Southwest Gas Holdings, Inc. (the “Company”) announced that Robert J. Stefani was appointed as Senior Vice President and Chief Financial Officer, effective November 30, 2022. Mr. Stefani succeeds Gregory J. Peterson, who will retire on November 30, 2022. Mr. Stefani will assume the duties of the Company’s principal financial officer and will serve as Senior Vice President/Chief Financial Officer of both the Company and Southwest Gas Corporation.
Mr. Stefani, 48, comes to the Company from PECO Energy, where he served as Senior Vice President, Chief Financial Officer and Treasurer since 2018. Prior to PECO Energy, Mr. Stefani was Vice President, Corporate Development at Exelon Corporation. PECO Energy is the largest electric and natural gas utility in Pennsylvania, and is a subsidiary of Exelon Corporation, the nation’s largest utility company with six regulated transmission and distribution utility subsidiaries. Mr. Stefani’s business experience includes responsibility for financial strategy, planning and analysis, operational finance, accounting, treasury, capital markets, strategic investment and risk management. He also has deep experience in corporate development and mergers and acquisitions.
In connection with Mr. Stefani’s appointment, Mr. Stefani and the Company entered into a Change in Control Agreement (the “Change in Control Agreement”) of the same form provided to the other officers of the Company. The Change in Control Agreement provides for certain payments and other benefits upon a change in control and a subsequent termination of employment. Additionally, Mr. Stefani and the Company entered into an Executive Employment Agreement (the “Employment Agreement”) containing compensation terms as follows: (i) an annual base salary of $550,000, (ii) a performance-based restricted stock unit award (“Performance Shares”) opportunity equal to 112% of his base salary, (iii) a time-based restricted stock unit award (“time-lapse RSUs”) opportunity equal to 48% of his base salary, and (iv) an annual cash incentive opportunity equal to 70% of his base salary, with each of the Performance Shares and time-lapse RSU awards described above subject to vesting and forfeiture on terms substantially similar to awards made to other executive officers of the Company, except that additional special vesting terms apply in the event of a termination of employment within the next three years other than for cause or in connection with a change in control. Additionally, Mr. Stefani will receive a cash signing bonus of $625,000 and a special restricted stock unit award with a grant date fair value of $2.1 million. The special restricted stock unit award vests over three years in equal installments on each anniversary date of Mr. Stefani’s employment. If his employment is involuntarily terminated within three years other than for cause, Mr. Stefani will receive a payment equal to 1.5 times his then-current base salary, along with his target value annual incentive amount, contingent on execution of a release of claims against the Company.
The foregoing descriptions of the Employment Agreement and the Change in Control Agreement do not purport to be complete and are qualified in their entirety to the full text of the Employment Agreement and the Change in Control Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K,
respectively, and are incorporated herein by reference.
| Regulation FD Disclosure. |
On November 7, 2022, the Company issued a press release announcing Mr. Stefani’s appointment as Senior Vice President and Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained herein, on the Company’s website and in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
