Julie A. Dill
About Julie A. Dill
Independent director at Centuri Holdings (CTRI); Audit Committee Chair and member of the Nominating & Corporate Governance Committee. The Board determined she is independent under NYSE standards and an “audit committee financial expert.” Age 65; director since 2024; prior 35+ year energy-utilities executive (Spectra, Union Gas, Duke); education includes a B.Admin (New Mexico State), Harvard Business School AMP, Carnegie Mellon CERT in Cybersecurity, and NACD Directorship Certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectra Energy Corp | Chief Communications Officer | 2013–early 2017 | Senior officer during Enbridge merger |
| Spectra Energy Partners, LP | President & CEO | 2012–2013 | Led listed MLP; strategy leadership |
| Spectra Energy Corp | Group VP, Strategy | Prior to 2012 | Enterprise strategy leadership |
| Union Gas Limited (Ontario) | President | 2007–2011 | Led Canadian regulated gas utility; industry leadership in Canada |
| Duke Energy / Duke Energy International | Various financial/operational roles | Earlier career | Finance and operations experience |
| Shell Oil Company | Various roles | Earlier career | Upstream/downstream exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rayonier Advanced Materials (NYSE: RYAM) | Non-executive director | Since May 2018 | Current public board |
| Sterling Infrastructure (NASDAQ: STRL) | Non-executive director | Since Sep 2021 | Current public board |
| Southern Star Central Gas Pipeline | Director | Since Apr 2019 | Private company board |
| QEP Resources | Independent director | May 2013–Mar 2021 | Prior public board |
| Inter Pipeline Ltd. | Non-executive director | May 2018–Aug 2021 | Prior public board (Canada) |
| NMSU College of Business & Economics | Advisory Council member | Current | Academia/community engagement |
| Memorial Hermann Hospital (Houston) | Community Relations Committee | Current | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (member). Audit Committee met 5 times in 2024; Nominating & Corporate Governance met 3 times; the Board met 3 regular and 3 special meetings in 2024 .
- Independence/financial expertise: Board determined Ms. Dill is independent; she is designated an “audit committee financial expert” under Item 407(d)(5)(ii) .
- Attendance/engagement: Each director attended at least 75% of Board and applicable committee meetings in 2024; non-management directors hold executive sessions at least 4x per year; independent directors meet privately at least once annually .
- Leadership structure and control context: Chair role is separate from CEO; Company is a NYSE “controlled company” (SWX owns ~81%) and uses exemptions; Dill is one of the Southwest Gas designees to the Board—heightened awareness for potential influence, though independence criteria are met .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Cash fees (2024 earned) | Director retainer and committee roles (partial year post-IPO) | $86,250 (Dill) |
| Equity (2024 grant) | RSUs granted Apr 30, 2024 (6,904 units) vest Apr 30, 2025 | $170,874 grant-date fair value (per director) |
| 2024 Total | Cash + Equity | $257,124 (Dill) |
| Standard director retainer | Annual cash retainer for non-employee directors | $95,000; Committee Chair adders: Audit $20,000; Comp $15,000; N&CG $15,000; Board Chair +$100,000 |
| Standard director equity | FY25 annual equity value at AGM | $145,000 value, translating to 7,338 shares on Apr 16, 2025 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance-based pay | Not disclosed for directors; 2024 director equity grants are time-based RSUs (no performance metrics) |
Other Directorships & Interlocks
- Current public boards: RYAM and STRL; private: Southern Star Central Gas Pipeline .
- Board network: Charles R. Patton previously served on Sterling Infrastructure’s board; not a current interlock but indicates overlapping networks in the utility/infra ecosystem .
- Related-party/transactions: No related person transactions disclosed involving Ms. Dill. Notable company transactions include AEP (customer; linked to former CEO Fehrman) and Southwest Gas Corporation (customer), but no ties to Ms. Dill were disclosed .
Expertise & Qualifications
- Financial/audit: Audit Chair; designated audit committee financial expert; finance/accounting expertise highlighted in Board skills matrix .
- Industry: Deep energy utility and midstream experience in U.S. and Canada; prior CEO/President roles at Spectra/Union Gas; public company leadership .
- Governance/cyber: CERT Certificate in Cybersecurity (Carnegie Mellon) and NACD Directorship Certification; ESG experience noted in skills matrix .
- Recognitions: Named among “most powerful businesswomen in Texas” (2016) and “Top 50 Women in Energy” (2002), among others .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Julie A. Dill | 5,000 | <1% | As of Feb 24, 2025; shares outstanding 88,517,521 |
| Director ownership guidelines | 5x annual cash retainer within 5 years | Policy in place; all non-employee directors currently compliant | Applies to directors’ RSU agreements |
- Hedging/pledging: Company discloses prohibition on pledging and hedging in its compensation governance practices, reinforcing alignment (policy described within executive compensation programs) .
Governance Assessment
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Positives
- Independent director serving as Audit Chair with formal “financial expert” designation—strong oversight signal for investors .
- Demonstrated attendance expectations and regular executive sessions; robust committee activity (5 Audit meetings) .
- Clear director pay structure with standard cash retainer and time-based RSUs; director ownership guideline (5x retainer) and compliance support alignment .
- Extensive sector and finance experience, plus cybersecurity credential—relevant to utility infrastructure services risk profile .
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Watch items/Red flags
- Controlled company status: Southwest Gas Holdings’ majority ownership and designee rights can influence board composition and committees; Dill is identified as an SWX designee despite independence—investors should monitor potential influence on oversight decisions .
- Board Chair is not independent (SWX CEO as Chair) under controlled company exemptions—heightened reliance on committee chairs and executive sessions for independent oversight .
- Multiple external boards (RYAM, STRL, Southern Star) create potential “busyness” risk; no attendance shortfall disclosed for 2024, but continued monitoring is prudent .
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Related-party/Conflicts
- No related person transactions disclosed for Ms. Dill; major disclosed related relationships (AEP as customer; extensive SWX agreements) do not involve her .
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Director Compensation Reasonableness
- 2024 cash fees ($86,250) and equity ($170,874) are in line with program set at IPO timing and pro-rated service; committee chair fees align with market conventions (Audit +$20k) .
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Investor confidence takeaway
- Ms. Dill’s profile (independent, audit financial expert, sector depth) and ownership policy compliance are supportive of board effectiveness. The controlled-company context and SWX designee status warrant ongoing attention to ensure continued independence of judgment—especially in audit, related-party oversight, and capital allocation decisions .