Karen S. Haller

About Karen S. Haller

Karen S. Haller (age 61) is Chair of the Board at Centuri Holdings, Inc. (CTRI) and serves on the Compensation Committee; she is not independent under NYSE rules due to her role as President & CEO of Southwest Gas Holdings (SWX) and CEO of Southwest Gas Corporation, the controlling shareholder of Centuri . She has a 27-year tenure at Southwest Gas, is admitted to the State Bars of Arizona, California, and Nevada, and holds a B.S. in finance (University of Wyoming) and a J.D. (Cornell Law School) .

Past Roles

External Roles

Board Governance

• Role and committees: Board Chair (non-executive) and Compensation Committee member; not on Audit or Nominating .
• Independence: Not independent; company uses NYSE “controlled company” exemptions. Audit Committee meets independence requirements; Compensation Committee may include non-independent directors (including Haller) .
• Board leadership: Policy to separate Chair and CEO; Board intends to reappoint Haller as Chair, subject to re‑election .
• Attendance and engagement: Board held 3 regular and 3 special meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Non‑management directors expected to meet in executive session ≥4 times/year; independent directors meet privately ≥1 time/year .
• Controlled company context: SWX owns ~81% and has extensive nomination and consent rights, including right to designate a majority of directors (and the Chair) while owning >50%; committee representation proportional to its designees, subject to independence requirements .

Fixed Compensation

2024 actual non‑employee director compensation (Haller):

Program structure and 2025 policy:

• Annual cash retainer: $95,000; additional retainers: Chair of Board $100,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000. Meeting fees only if >3 extra meetings (none in 2024) .
• Annual director equity grant (2025): fixed dollar value $145,000 converted to RSUs; scheduled grant of 7,338 shares on 4/16/2025, based on prior fiscal year-end closing price .
• Ownership guidelines: ≥5× annual cash retainer within 5 years; all non‑employee directors currently compliant .

Comp mix (2024 actual for Haller): Cash 46.1% and Equity 53.9% (derived from amounts above) .

Performance Compensation

Director equity is time-based, not performance-based.

Policy features:

• Deferred stock units optional; credited with notional dividends and converted to shares upon board departure .
• Clawback policy: executive incentive compensation recoupment for restatements; administered by Compensation Committee (applies to officers; not a director equity clawback) .

Other Directorships & Interlocks

Interlocks and controlled-company dynamics:

• SWX designation rights allow SWX to nominate a majority of directors (including Chair) while >50% ownership; committee composition proportional to SWX designees (subject to independence rules) .
• CTRI performs services for SWX’s subsidiary Southwest Gas Corporation: $106.8 million revenue in FY2024; related accounts receivable/contract assets disclosed .
• Reserved share program (IPO): Haller purchased >$120,000 of CTRI shares at $21 per share (BofA administered) .

Expertise & Qualifications

• Legal/regulatory and utility sector expertise; construction exposure; public company executive officer experience .
• Education: B.S. finance (University of Wyoming); J.D. (Cornell Law School) .
• Bar admissions: Arizona, California, Nevada .

Equity Ownership

Governance Assessment

• Strengths:

  • Deep utility/regulatory experience; Board leadership is separate from CEO, supporting oversight .
  • Formal executive sessions of non‑management and independent directors; committee charters and governance documents available; Audit Committee independence maintained .
  • Transparent director pay structure with fixed equity value and ownership guidelines; evidence of personal share purchases in IPO reserved program .

• RED FLAGS / investor confidence risks:

  • Not independent Chair and Compensation Committee member concurrent with being SWX’s CEO while SWX is CTRI’s controlling shareholder; significant SWX nomination/consent rights and anti‑dilution option can constrain minority investor influence and strategic flexibility .
  • Related party exposure: $106.8 million revenue with Southwest Gas Corporation in FY2024; governance policy requires Audit Committee review of related person transactions, but the magnitude underscores potential conflicts .
  • Committee interlocks: Company explicitly utilizes controlled‑company exemption allowing non‑independent participation on Compensation Committee (including Haller) .
  • Board representation rights allow SWX to proportionally populate committees and designate Chair, potentially diluting independent oversight until de‑control .

• Engagement signals:

  • Post‑IPO investor outreach program; say‑on‑pay and say‑on‑frequency put to shareholders (recommend annual) beginning in 2025 .

Overall implication: While Haller brings valuable sector expertise and has demonstrable ownership alignment (beneficial shares and IPO purchases), her dual role at SWX and CTRI’s controlled‑company status present material governance risks—particularly around Compensation Committee independence, strategic consent rights, and related party transactions—that investors should monitor until SWX meaningfully reduces its stake or governance structures are recalibrated to full NYSE independence standards .