Maryam S. Brown
STIFEL FINANCIALAbout Maryam S. Brown
Independent director since 2023 (age 50), serving on Stifel’s Risk Management Committee; she is currently Chief Executive Officer of SoCalGas (2024–present) and previously President (2019–2024) and VP, Federal Affairs at Sempra Energy (2016–2019) . Her background spans 25 years in the energy industry across engineering, legal, policy, and regulatory roles, including senior counsel roles in the U.S. Congress, bringing expertise in complex regulated industries and government/public policy to the board . The Board has formally determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoCalGas | Chief Executive Officer | 2024–present | Leads >8,000 employees serving 21 million natural gas consumers (scale informs risk and operations expertise) |
| SoCalGas | President | 2019–2024 | Operational leadership in complex regulated utility |
| Sempra Energy | Vice President, Federal Affairs | 2016–2019 | Federal policy and regulatory engagement |
| U.S. House of Representatives | Assistant to Speaker for Policy & Senior Energy/Environment Counsel | 2012–2016 | Legislative strategy; energy and environmental policy counsel |
| House Committee on Energy & Commerce | Chief Counsel, Energy and Power | 2011–2012 | Committee counsel on energy/power policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Gas Association Foundation | Trustee | Not disclosed | Industry foundation governance |
| National Petroleum Council (U.S. DOE) | Member | Not disclosed | Advisory role to DOE on energy issues |
| California Chamber of Commerce | Chair, Executive Committee | Not disclosed | Business policy leadership |
Board Governance
- Committee assignments: Risk Management Committee member; committee met 6 times in 2024; chaired by Robert E. Grady .
- Independence: Board determined Brown is independent under NYSE/SEC rules .
- Attendance: In 2024 the Board met 9 times; attendance by incumbent continuing directors of all Board and committee meetings exceeded 80%; executive sessions of independent directors occurred quarterly .
- Board leadership context: Lead Independent Director is David A. Peacock; responsibilities include presiding over executive sessions and leading CEO evaluation with Comp Committee chair .
| Committee | Role | Meetings in 2024 | Chair? | Notes |
|---|---|---|---|---|
| Risk Management | Member | 6 | No (Chair: Grady) | Oversees ERM, cybersecurity (annual dedicated session), regulatory responsiveness; reviews broad risk categories including conflicts of interest |
| Audit | Not a member | 10 | N/A | Independent-only membership; all members designated “financial experts” |
| Compensation | Not a member | 6 | N/A | Independent-only; no interlocks/insider participation in 2024 |
| Nominations & Corporate Governance | Not a member | 4 | N/A | Oversees board composition/evaluations and political/lobbying policy oversight |
Fixed Compensation
| Component | Amount (USD) | Period/Grant | Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $100,000 | FY 2024 | Standard non-employee director cash retainer |
| Committee chair fee | $0 | FY 2024 | Chairs receive $30,000; Brown not a chair |
| Lead Independent Director fee | $0 | FY 2024 | Lead Independent Director receives $30,000; not applicable to Brown |
| Meeting fees | Not disclosed | FY 2024 | Company reimburses travel; no meeting fees disclosed |
| Total cash | $100,000 | FY 2024 | As reported in Non-Employee Director Compensation table |
Performance Compensation
- Structure: Annual equity retainer in stock units (RSUs), vesting quarterly over one year; no performance conditions are disclosed for director equity awards (time-based vesting) .
| Award Type | Grant Date | Grant Date Fair Value | Units/Approx. Shares | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (annual director stock units) | June 5, 2024 | $150,000 | Not explicitly stated; units vest quarterly; total stock units outstanding not yet converted at 12/31/2024: 1,914 | Quarterly vesting over one year | None disclosed (time-based only) |
Total reported 2024 compensation: $250,000 (cash $100,000 + stock unit awards $150,000) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current/Recent public company directorships (past 5 years) | 0 (per Board characteristics table: “Other Public Board Service” for Brown: 0) |
| Compensation Committee interlocks | 2024: None for Compensation Committee; Brown not on the committee |
Expertise & Qualifications
- Energy industry leadership (CEO/President roles at SoCalGas) and deep experience in complex regulated industries .
- Government, regulation, and public policy expertise from senior counsel roles in the U.S. Congress and Energy & Commerce Committee .
- Risk management oversight through Risk Management Committee membership, including ERM and cybersecurity focus .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (as of April 7, 2025) | 5,078; less than 1% of outstanding (*) |
| Unvested stock units (not deliverable within 60 days of April 7, 2025) | None listed (dash in “Stock Units” column) |
| Stock units outstanding but not yet converted (as of Dec 31, 2024) | 1,914 |
| Notes | Beneficial ownership calculations based on 103,033,074 shares outstanding (as of April 7, 2025) |
Governance Assessment
- Independence and engagement: Formally independent; serves on the Risk Management Committee, which met 6 times in 2024; Board-level executive sessions held quarterly and overall director attendance exceeded 80%—supportive of engagement and oversight .
- Alignment: Director pay mix is balanced between cash ($100,000) and equity ($150,000) with quarterly vesting RSUs; Brown beneficially owns 5,078 shares (<1%), providing some alignment though director awards are time-based rather than performance-based .
- Conflicts/related-party exposure: No related-party transactions or conflicts involving Brown are disclosed; note that a different director (Grady) waived compensation due to outside firm policies, highlighting Board sensitivity to external affiliations .
- Board effectiveness signals: Risk oversight emphasis (including cybersecurity) and formalized capital adequacy/liquidity oversight by Audit and Risk committees indicate strong governance frameworks; Compensation Committee independence confirmed and no interlocks in 2024 .
RED FLAGS: None disclosed specific to Brown (no pledging/hedging or related-party transactions noted). Monitoring point: outside CEO role at a major utility could be a time-demand factor; however, the proxy reports overall attendance >80% and frequent risk oversight meetings, mitigating engagement concerns .