Jack Taylor
SEMPRAAbout Jack Taylor
Jack T. Taylor (age 73) has served as an independent director of Sempra since 2013. He is the retired Chief Operating Officer – Americas and Executive Vice Chair of U.S. Operations at KPMG LLP and is designated by the board as an Audit Committee Financial Expert. He brings decades of public accounting, capital markets, and energy sector experience to Sempra’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (U.S.) | Chief Operating Officer — Americas; Executive Vice Chair of U.S. Operations | 2005–2010 | Led U.S. operations and Americas region; elevated risk and audit oversight rigor . |
| KPMG LLP (U.S.) | Vice Chairman, U.S. Audit & Risk Advisory Services | 2001–2005 | Sponsored and chaired KPMG Diversity Advisory Board (founded 2007) . |
| KPMG LLP (U.S.) | Public Accountant (various leadership roles) | 35+ years | Deep audit, financial reporting, and governance expertise . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Genesis Energy LP | Director | Current | Public company directorship; energy midstream exposure . |
| Murphy USA Inc. | Director | Current | Public company directorship; downstream fuel retail exposure . |
Board Governance
- Independence and roles: Independent director; Chair of the Audit Committee; member of the Compensation & Talent Development and Executive Committees; designated Audit Committee Financial Expert .
- Committee structure and independence: All NYSE-required committees comprise 100% independent directors; nine of 11 nominees are independent .
- Attendance and engagement: In 2024, the board held 5 meetings and committees held 28; incumbent directors achieved 100% aggregate attendance, and each incumbent met at least 75% of their board and committee obligations; executive sessions are held at each regular board meeting .
- Overboarding and audit-committee limits: Sempra policy caps non-executive public company boards at four and audit committee service at three (unless the board determines effectiveness); all nominees are in compliance .
- Retirement and tenure policy: Directors should not be nominated after the earlier of age 75 or 15 years of service; Taylor is age 73 and has served since 2013 .
Fixed Compensation
| 2024 Non‑Employee Director Program | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Base director cash retainer . |
| Lead Independent Director retainer | $50,000 | Applies to LID only . |
| Audit Committee Chair retainer | $20,000 | Committee chair premium . |
| Compensation & Talent Development Chair retainer | $15,000 | Chair premium . |
| Other Committee Chair retainer | $10,000 | CGC and SST chair premium . |
| Audit Committee member retainer | $20,000 | Committee member retainer . |
| Other committee member retainer | $10,000 | CTD, CGC, SST, Executive . |
| Jack T. Taylor – 2024 Director Compensation | Amount | Components |
|---|---|---|
| Fees earned or paid in cash | $165,000 | Cash retainers for board/committees per program . |
| Stock awards | $175,000 | $50,000 mandatory deferred equity + $125,000 phantom shares . |
| All other compensation | $14,000 | Company charitable match program (max $25,000 per director) . |
| Total | $354,000 | Sum of above . |
Performance Compensation
Directors do not receive performance-based pay. Equity is time-based and designed to align director interests with shareholders.
| Equity Awards – Terms | Details |
|---|---|
| Mandatory Deferred Equity | $12,500 in vested phantom shares credited each quarter; held until board departure; paid in cash at then-current value at separation; dividend equivalents reinvested . |
| Annual equity award | $125,000 grant (RSUs or phantom shares at director election); vests at the next annual meeting; dividend equivalents reinvested . |
| Initial equity (new directors) | $125,000 grant; vests at first anniversary of grant . |
| Accelerated vesting | Unvested awards vest upon death, disability, or removal without cause; otherwise forfeited at other terminations . |
Other Directorships & Interlocks
| Company | Sector Link to Sempra | Potential Interlock/Conflict Note |
|---|---|---|
| Genesis Energy LP | Midstream energy | No related-person transactions requiring disclosure since the beginning of 2024 . |
| Murphy USA Inc. | Downstream fuel retail | No related-person transactions requiring disclosure since the beginning of 2024 . |
- Related-party review: Corporate Governance Committee must review and approve any related-person transactions; none required review since the beginning of 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert; financially literate; extensive public accounting and capital markets expertise .
- Energy sector experience spanning global markets and clean energy; senior executive leadership background .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 20, 2025 |
|---|---|---|
| Beneficially owned Sempra common shares | — | 262 |
| Phantom shares (deferred compensation) | 37,347 | 36,092 |
| Total beneficially owned plus phantom shares | — | 36,354 |
| Ownership as % of outstanding shares | — | <1% (651,913,367 shares outstanding) |
- Ownership guidelines: Directors must own shares equal to 5x the $105,000 annual retainer ($525,000); phantom shares and unvested service-based RSUs count toward compliance; the Compensation & Talent Development Committee reported all non-employee directors were meeting or had time to meet the guideline during 2024 review .
- Hedging/pledging: Hedging and pledging of company stock are prohibited .
Governance Assessment
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Strengths
- Independent director serving as Audit Committee Chair and designated Audit Committee Financial Expert; actively oversees auditor independence, internal controls, and financial reporting quality .
- Clean related-party profile: no transactions requiring review since 2024; robust prohibition on hedging/pledging; active board evaluation and shareholder engagement practices .
- Attendance and engagement: 100% aggregate attendance for 2024 across board/committees; executive sessions at each regular meeting .
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Considerations
- Board retirement policy limits future nomination after the earlier of age 75 or 15 years’ service; Taylor is age 73 (director since 2013), indicating natural refreshment timing within policy guidelines .
- Overboarding risk appears mitigated by Sempra’s policy; all nominees in compliance; Taylor’s two outside public boards keep him within the four-board cap for non-executives .
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Compensation alignment
- Director pay mix emphasizes equity alignment (mandatory deferred equity plus annual equity) with straightforward, time-based vesting; perquisites limited to charitable match (capped) .
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RED FLAGS
- None identified in disclosures: no related-person transactions, no hedging/pledging, and all nominees compliant with overboarding policy .