Jeffrey Martin
SEMPRAAbout Jeffrey Martin
Jeffrey W. Martin, 63, is Chairman of the Board, Chief Executive Officer and President of Sempra (SRE). He has served as a director and as Chairman and CEO since 2018, and as President since 2020; he currently chairs the Board’s Executive Committee and serves as a director of Oncor Electric Delivery Company LLC, which Sempra indirectly owns at the 80.25% level . Under Sempra’s pay-versus-performance disclosures, a hypothetical $100 invested in Sempra at the start of 2024 was worth $136 at year-end, while the 2022–2024 LTIP cycle paid out at 190% of target, indicating strong relative TSR and EPS growth performance over that period . Annual bonus design centers on ABP Earnings; 2024 ABP Earnings were $3,158 million versus a $3,051 million target (80% weighting), yielding an overall annual bonus performance score of 142.93% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sempra | Executive Vice President & Chief Financial Officer | 2017–2018 | Elevated to CEO; CFO experience underscores finance and capital markets leadership . |
| San Diego Gas & Electric (SDG&E) | CEO and Director; later President & Chairman | 2014–2016 | Led regulated utility operations and governance during multi-year period . |
| Sempra U.S. Gas & Power / Sempra Generation | CEO & President | 2010–2013 | Led energy infrastructure business predecessor unit; experience across renewables and gas . |
| Sempra | Vice President, Investor Relations | Earlier period, pre-2010 | Capital markets and investor communications foundation . |
| NewEnergy, Inc. | Chief Financial Officer | Pre-2004 | Corporate finance leadership in competitive energy markets . |
| Unisource Energy Corporation | Corporate Counsel | Pre-2004 | Legal, regulatory grounding in energy sector . |
| Snell & Wilmer LLP | Attorney | Pre-2004 | Legal training and practice in corporate/energy matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oncor Electric Delivery Company LLC | Director | — | Governance of major T&D utility (Sempra owns 80.25% indirectly) . |
| American Petroleum Institute | Director | — | Industry policy engagement across oil and gas . |
| World Economic Forum | Governor (Oil & Gas; Electricity); Intl. Business Council representative | — | Global energy policy and strategy dialogue . |
| Prior: SoCalGas; IEnova; Edison Electric Institute; Business Roundtable; California Chamber; San Diego Regional Chamber; National Association of Manufacturers; University of San Diego | Director/Trustee (prior service) | — | Broad network and policy influence across utilities, energy, and business organizations . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table components):
| Year | Salary | Bonus | Stock Awards (RSUs/PSUs) | Option Awards | Non-Equity Incentive (Annual Bonus) | Change in Pension Value/Deferred Comp | All Other Comp | Total |
|---|---|---|---|---|---|---|---|---|
| 2024 | $1,600,000 | — | $9,262,310 | $4,241,667 | $4,002,100 | $1,651,377 | $756,348 | $21,513,802 |
| 2023 | $1,500,000 | — | $8,252,705 | $3,833,364 | $4,631,300 | $8,369,692 | $834,820 | $27,421,881 |
| 2022 | $1,400,000 | — | $7,018,343 | $3,166,681 | $4,296,100 | $1,933,702 | $793,268 | $18,608,094 |
Target compensation (2024):
| Metric | Value |
|---|---|
| Base Salary | $1,600,000 |
| Target Annual Bonus | $2,800,000 (175% of salary) |
| Target 2024 LTIP Award | $12,725,000 |
| Target Total Direct Compensation | $17,125,000 |
Performance Compensation
Annual bonus framework and 2024 outcomes:
- Structure and weights: ABP Earnings (80%), Safety Measures (12%), Sustainability Measures (8%) .
- 2024 targets: ABP Earnings target $3,051 million; threshold $2,807 million; maximum $3,295 million .
- 2024 results: ABP Earnings $3,158 million; Safety at target; Sustainability at 150% of target; overall performance score 142.93% .
- CEO payout: $4,002,100 (143% of target), consistent with plan scoring .
2024 plan metrics and outcomes:
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| ABP Earnings ($mm) | 80% | $3,051 | $3,158 | 144% for ABP component |
| Safety Measures | 12% | Target | At target (with negative discretion on one sub-metric) | 100% |
| Sustainability Measures | 8% | Framework-based | 150% of target | 150% |
| Overall Score | 100% | — | — | 142.93% |
2024 LTIP design and grants:
- Mix: Two-thirds performance-based RSUs (1/3 TSR vs S&P 500 Utilities, 1/3 TSR vs S&P 500, 1/3 EPS growth) and one-third nonqualified stock options (CEO and certain EVPs) .
- CEO 2024 grants (grant date 1/2/24):
- TSR PBRSU vs Utilities: target 39,161 shares; range 9,790–78,322; fair value $3,442,487 .
- TSR PBRSU vs S&P 500: target 16,784 shares; range 4,196–33,568; fair value $1,578,149 .
- EPS growth PBRSU: target 55,944 shares; range 13,986–111,888; fair value $4,241,674 .
- Nonqualified stock options: 258,166 options @ $75.82, expiry 1/1/2034; Black-Scholes value $4,241,667 .
- Vesting/performance periods: PBRSUs measured over three years; payout 0–200% based on percentile ranks; settlement in early 2027 contingent on certified results .
- Historical LTIP performance: 2022–2024 awards paid at 190% of target (TSR and EPS growth components) .
Equity Ownership & Alignment
Ownership, guidelines, and outstanding awards:
| Item | Detail |
|---|---|
| Shares Owned | 72,872 common shares |
| Options Exercisable | 1,302,706 shares |
| Total Beneficial Ownership | 1,375,578 shares (less than 1% of outstanding) |
| Phantom Shares | 196,103 (not counted as beneficial ownership) |
| CEO Ownership Guideline | 8x base salary; must retain at least 50% of net after-tax shares until compliant |
| Compliance Status | Nearly 16x base salary (over 11x excluding in-the-money options) as of 3/20/2025 |
| Hedging/Pledging | Prohibited for officers/directors and covered persons |
Outstanding equity detail at 12/31/2024 (CEO):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested PBRSUs (shares) | Market Value |
|---|---|---|---|---|---|---|
| 2024 Stock Options | — | 258,166 | $75.820 | 01/01/2034 | — | — |
| Aggregate Options (all years) | 1,047,566 | 500,286 | $67.338 avg | Various | — | — |
| 2024 PBRSU tranches | — | — | — | — | 50,565; 22,059; 57,329 | $4,435,542; $1,934,975; $5,028,934 |
Insider-selling pressure context:
- Forced sales risk mitigated by retention/ownership policy (50% net after-tax retention until guideline met) and prohibition on hedging/pledging; CEO already far exceeds guideline, reducing structural sell pressure from compliance needs .
- Multi-year PBRSU settlement (early 2027) and staggered option expirations through 2034 create episodic settlement windows; however, program explicitly avoids timing grants around MNPI, and options are granted at grant-date closing NYSE price, reducing timing risk signals .
Employment Terms
Severance, change-in-control (CIC), and related policies:
| Scenario (12/31/2024 assumptions) | Cash | Equity Acceleration | Health & Welfare | Financial Planning | Outplacement | Total |
|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CIC) | $11,786,467 | — | $62,261 | $50,000 | $50,000 | $11,948,728 |
| Termination w/o Cause or for Good Reason (with CIC) | $18,024,933 | $45,491,701 | $128,604 | $75,000 | $50,000 | $63,770,238 |
| Change in Control only (no termination) | — | $45,491,701 | — | — | — | $45,491,701 |
Key terms and protections:
- Cash multiple: 1x salary + higher of average last-3 bonuses or target (2x if CIC-related) for CEO; no excise tax gross-ups .
- Agreements: Three-year term auto-renewed annually; benefits contingent on general release, up to two-year consulting if requested, and non-solicitation/confidentiality covenants; double-trigger equity acceleration in CIC; retirement eligibility can affect vesting treatment as defined .
- Severance policy: Shareholder approval or ratification required for severance >2.99x salary+target bonus (excludes equity acceleration, pensions, deferred comp) .
- Clawback: Dodd-Frank compliant recoupment for restatements; additional recovery for misconduct under LTIP award terms .
Retirement benefits (as of 12/31/2024):
- SERP present value: $47,848,019; Cash Balance Plan: $520,632; total $48,368,651; 20 years credited service; age 62 at year-end .
- Estimated early retirement lump sum if retired 12/31/2024: $49,034,238 .
Board Governance
- Role: Combined Chairman & CEO since 2018; Board annually reviews leadership structure; a Lead Independent Director (currently Cynthia J. Warner) with broad powers enhances independent oversight .
- Committee membership: Executive Committee (Chair) .
- Independence: Nine of 11 director nominees are independent; all NYSE-required committees are 100% independent; executive sessions of non-management directors at all regular meetings; aggregate 2024 board/committee attendance 100% .
- Director compensation: Employee-directors (including Mr. Martin) receive no additional pay for board service .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 93% approval in the most recent vote; committee maintained program design with shareholder-informed updates (e.g., TSR weighting shift, EPS peer benchmarking) .
- Independent advisor: Exequity retained; fees $168,508 in 2024; committee assessed advisor independence and found no conflicts .
Compensation Peer Group and Positioning
- Methodology: Single 28-company peer set spanning utilities, energy, and general industry; targeted alignment around 50th percentile; CEO target total compensation positioned in third quartile (50th–75th) based on 2023 review informing 2024 pay .
- Sempra relative size: Versus peer medians, Sempra at 68th percentile market cap, 65th percentile earnings, 45th percentile revenue (FY2024) .
Compensation Structure Analysis
- High at-risk mix: Over 90% of CEO’s 2024 target total direct pay was variable; nearly three-quarters in performance-based equity (PBRSUs + options) .
- LTIP refinements: TSR component reweighted 70% Utilities / 30% S&P 500; EPS growth measure now relative to actual peer CAGRs (vs prior forward consensus), maintaining 200% cap and three-year periods .
- Risk controls: No timing around MNPI for grants; multi-metric design; clawback; hedging/pledging prohibited .
Performance & Track Record
| Measure | 2024 | 2023 | 2022 |
|---|---|---|---|
| TSR – $100 initial investment (year-end value) | $136 | $113 | $113 |
| Net Income ($mm) | $3,500 | $3,618 | $2,285 |
| ABP Earnings ($mm) | $3,158 | $2,977 | $2,947 |
| LTIP Payout (cycle payout) | 2022–2024: 190% of target | — | — |
Director-Specific: Service History, Committees, Independence Implications
- Service history: Director since 2018; combined Chairman & CEO since 2018; President since 2020 .
- Committee roles: Chairs the Executive Committee; other standing committees (Audit; Compensation & Talent Development; Corporate Governance; Safety, Sustainability & Technology) are fully independent .
- Dual-role implications: Board retains flexibility to separate roles; robust Lead Independent Director authority and 100% independent committees mitigate concentration of power risks .
Investment Implications
- Alignment: Pay mix heavily performance-based, with clear relative TSR and EPS growth hurdles and demonstrated high LTIP payout (190% for 2022–2024), signaling strong execution and potential management confidence; Say-on-Pay support (93%) reduces governance overhang risk .
- Retention risk: Low; CEO ownership at ~16x salary plus substantial vested/unvested equity and SERP value align incentives to long-term performance and continuity; hedging/pledging bans further align incentives .
- Trading signals: Upcoming PBRSU certification/settlement in early 2027 and multi-year option schedules create predictable windows for potential transactions; however, retention policies and high ownership diminish forced-selling dynamics; equity acceleration is double-trigger in CIC, limiting windfall concerns absent termination .
- Governance: Combined Chair/CEO offset by strong Lead Independent Director role and independent committees; no excise tax gross-ups; severance safeguarded by 2.99x policy — all supportive of investor-grade governance standards .