Diana Day
SEMPRAAbout Diana Day
Diana L. Day is Sempra’s Chief Legal Counsel and a named executive officer; she was promoted from Deputy General Counsel effective January 1, 2024, and is referenced as Corporate Secretary in 2025 investor communications . She has 28 years of credited service under Sempra’s pension plans, indicating long-tenured institutional knowledge and regulatory/legal expertise . Sempra’s pay-for-performance framework tied her 2024 bonus to company metrics that were achieved at 142.93% of target; company three-year total shareholder return was 46% through year-end 2024, supporting alignment of incentive compensation with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sempra | Deputy General Counsel | Through 2023 | Senior leadership in legal oversight; positioned for 2024 elevation to CLO |
| Sempra | Corporate Secretary | 2025–present | Supports governance, disclosure, and transactional execution in senior legal officer capacity |
External Roles
No external directorships or outside public company roles were disclosed in the proxy .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $510,000 | Increased with promotion to Chief Legal Counsel effective Jan 1, 2024 |
| Target Bonus % of Salary | 60% | Company-wide ABP design (earnings, safety, sustainability) |
| Target Bonus ($) | $306,000 | Based on 60% target rate |
| Actual Bonus Paid ($) | $437,400 | Based on performance score of 142.93% |
Performance Compensation
Annual Bonus Mechanics and Outcomes (Company metrics drive individual payouts)
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Driver |
|---|---|---|---|---|---|---|
| ABP Earnings ($mm) | 80% | $2,807 | $3,051 | $3,295 | $3,158 | 144% of target for ABP component |
| Safety Measures (various) | 12% | See plan table | See plan table | See plan table | Mixed results (e.g., SoCalGas A1 response 200%) | Component results per Table 11 |
| Sustainability Measures (E/C/G) | 8% | Eval framework | Eval framework | Eval framework | 150% overall | Environmental/Culture/Governance goals |
| Total Plan Performance | 100% | — | — | — | 142.93% | Drove Ms. Day’s $437,400 bonus |
Long-Term Incentive Plan (LTIP) – 2024 Award Design (for Ms. Day)
| Component | Weighting | Vesting/Performance Window | Ms. Day Target Shares | Grant-Date Value ($) |
|---|---|---|---|---|
| PBRSU – TSR vs S&P 500 Utilities (one-third of LTIP) | TSR block alloc: 70% Utilities, 30% S&P 500; overall 1/3 of LTIP | 3-year TSR percentile vs index; pays 0–200% (threshold 25th pct., max 90th) | 2,512 target units | $220,820 |
| PBRSU – TSR vs S&P 500 (one-third of LTIP, see split above) | Included in TSR block | Same mechanics as above | 1,077 target units | $101,267 |
| PBRSU – Adjusted EPS CAGR vs Utilities Peers (one-third of LTIP) | 1/3 of LTIP | 2024–2026 three-year CAGR; pays 0–200% (25th–90th pct.) | 3,588 target units | $272,042 |
| Service-Based RSUs (retention) | 1/3 of LTIP (Ms. Day received RSUs in lieu of options) | Ratable vest over 3 years (first tranche vested Jan 2, 2025) | 3,588 units | $272,042 |
| Total Target 2024 LTIP Value | — | — | — | $816,000 |
2024 vesting events: For Ms. Day, service-based RSU tranches vested on Jan 2, 2025 (first installment of 2024 award; second of 2023; third of 2022) . Her 2024 stock vesting totaled 11,406 shares valued at $827,864 across awards that vested in 2024 .
Historical LTIP Performance Context (Company-level)
- 2022–2024 cycle vested at 190% overall for TSR/EPS components (TSR Utilities at 191.5%, TSR S&P 500 at 169.5%, EPS at 200%) .
- Ten-year average LTIP payout across cycles is 103% of target, reflecting balanced design .
Equity Ownership & Alignment
| Ownership Metric | Value | Details |
|---|---|---|
| Common Shares Beneficially Owned | 16,651 | Direct/plan holdings as of Mar 20, 2025 |
| Phantom Shares (deferred comp) | 1,583 | Includes 511 phantom shares deferred from vesting of certain PBRSUs; these pay in stock post-separation |
| Outstanding Unvested Equity (PBRSUs) | 23,012 units; $2,018,508 mkt value | Unvested PBRSUs across 2022–2024 grants as of Dec 31, 2024 |
| Outstanding Unvested Equity (Service RSUs) | 6,175 units; $541,653 mkt value | Service RSUs vest ratably; first 2024 tranche vested Jan 2, 2025 |
| Hedging/Pledging Policy | Prohibited | Applies to officers and directors |
| Stock Ownership Guidelines | Officers must meet 1–8x salary by level; retention of 50% net shares until met | As of Mar 20, 2025, all NEOs (ex-Mihalik) met/exceeded guidelines |
Employment Terms
| Provision | Key Terms | Diana Day – Illustrative Values |
|---|---|---|
| Severance Pay Agreement | Three-year term; double-trigger CIC vesting; no excise tax gross-ups; consulting/non-solicit conditions for enhanced benefits | — |
| Cash Severance (No CIC) | 0.5× (salary + higher of 3-year avg bonus or target); + additional 1.0× with consulting/non-solicit; prorated bonus; benefits continuation | Lump sum $1,326,450; benefits $38,128; financial planning $37,500; outplacement $50,000 |
| Cash Severance (With CIC) | 1.0× (salary + higher of 3-year avg bonus or target); + additional 1.0× with consulting/non-solicit; prorated bonus; broader benefits | Lump sum $1,768,600; benefits $55,109; financial planning $50,000; outplacement $50,000 |
| Equity Treatment (CIC) | Double-trigger vesting; if awards not assumed/replaced and retirement-eligible, vest at CIC (performance ≥ target or actual to prior year-end) | Acceleration of equity valued at $2,582,383 (CIC only or CIC-related termination) |
| Clawback | SEC/NYSE-compliant recovery for restatements; committee discretion for misconduct affecting operations/financials | Applies to PBRSUs/RSUs/annual incentive awards |
Retirement, Deferred Compensation, and Perquisites
| Program | 2024 Activity/Status | Amount |
|---|---|---|
| Pension – Cash Balance Plan | Credited service 28 years; present value of accumulated benefit | $856,612 |
| Pension – Cash Balance Restoration Plan | Present value of accumulated benefit | $573,684 |
| Hypothetical Benefit at Termination (12/31/24) | Combined cash balance + restoration if employment terminated | $1,515,335 |
| Deferred Compensation – Executive Contributions | Salary/bonus deferrals in 2024 | $173,379 |
| Deferred Compensation – Company Contributions | Matching contributions in 2024 | $25,102 |
| Deferred Compensation – Aggregate 2024 Earnings | Annual earnings on account | $1,578,629 |
| Deferred Compensation – Year-End Balance | As of 12/31/24 | $4,896,804 |
| All Other Compensation (Perqs) | Company contributions, insurance, charitable match, allowance | $57,263 total ($37,203 contributions; $3,560 insurance; $6,500 match; $10,000 other) |
| Tax Gross-Ups | None on executive perquisites; plan-level disclosures noted | None |
Vesting Schedules and Near-Term Selling Pressure Indicators
| Award Year | Type | Tranche Vesting Date | Units Vested (installment) | Notes |
|---|---|---|---|---|
| 2022 | Service RSUs | Jan 2, 2025 (third installment) | Part of 841 RSUs total grant | Annual installments; final installment vested |
| 2023 | Service RSUs | Jan 2, 2025 (second installment) | Part of 1,657 RSUs total grant | Second of three |
| 2024 | Service RSUs | Jan 2, 2025 (first installment) | Part of 3,588 RSUs total grant | First of three |
| 2024–2026 | PBRSUs (TSR/EPS) | EPS period ends Dec 31, 2026; TSR measured to first NYSE trading day in 2027 | Performance-determined (0–200% of target) | Potential vesting triggers concentrated early 2027 |
Note: Anti-hedging/pledging policy reduces forced-selling risk; ownership guideline compliance further aligns long-term holding behavior .
Compensation Structure Analysis
- Strong pay-for-performance: 2024 annual bonus tied 80% to earnings (ABP) and 20% to safety/sustainability; performance achieved above target, with total plan at 142.93% .
- Equity mix emphasizes performance: Ms. Day’s LTIP is two-thirds performance-based (TSR/EPS) and one-third service RSUs; executives generally received options except Ms. Day, emphasizing retention for legal leadership .
- Governance safeguards: Double-trigger CIC vesting, robust clawbacks, no option repricing, no hedging/pledging, and shareholder approval policy for any new severance >2.99× salary+bonus .
Related Party Transactions and Red Flags
- Related-party transactions: None requiring review since the beginning of 2024 .
- Hedging/pledging: Prohibited for officers/directors (alignment positive) .
- Say-on-pay support: 93% approval in most recent vote (program credibility) .
Say-On-Pay & Shareholder Feedback
- Shareholders engaged on program design; 2024 adjustments refined TSR weighting to 70% Utilities/30% S&P 500 and EPS comparison to actual peer CAGRs; overall feedback supportive of quantum/design .
Investment Implications
- Alignment: Ms. Day’s incentives are predominantly performance-based and tied to three-year TSR/EPS relative metrics, supporting long-term alignment with shareholder returns and earnings quality .
- Overhang/pressure: Service RSU tranches vest annually each January; larger PBRSU potential vest in early 2027. Anti-pledging and guideline compliance mitigate forced selling risk, but calendar vesting dates can create episodic liquidity events .
- Retention/CIC economics: Moderate severance multiples (≤1× salary+bonus for CIC; 0.5× otherwise, with potential enhanced 1× via consulting) and double-trigger equity accelerate only with qualifying termination, lowering change-of-control windfall risk while preserving retention .
- Execution context: Company-level metrics (3-year TSR 46%; ABP Earnings above target) underpin a high-performance culture where legal/regulatory execution is critical; Ms. Day’s long tenure (28 years credited service) suggests institutional continuity for complex transactions and governance .