Jennifer Kirk
SEMPRAAbout Jennifer M. Kirk
Independent director of Sempra (SRE). Age 50; joined the board in 2024 and serves on the Audit Committee and the Safety, Sustainability and Technology (SST) Committee. She is Senior Vice President, Global Controller and Chief Accounting Officer at Medtronic, Inc. (since 2021), with 20+ years of prior finance and accounting leadership at Occidental Petroleum, including divisional CFO roles; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | Senior Vice President, Global Controller & Chief Accounting Officer | 2021–present | Global finance leadership; public company reporting |
| Occidental Petroleum Corporation | SVP, Integration & Value Capture; VP & Chief Accounting Officer; Controller; Oil & Gas Divisional CFO (various roles) | 20+ years (dates not specified) | Capital markets, accounting, finance leadership across energy operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Republic Services, Inc. | Director | Current (dates not specified) | Public company board service |
| Western Midstream Partners LP | Director | Former (dates not specified) | Prior public company directorship |
| Healing with Horseplay | Director | Not disclosed | Non-profit board |
| Boys & Girls Club—Houston; JDRF—Minnesota | Former Director | Not disclosed | Non-profit boards |
Board Governance
- Committee assignments: Audit and SST; not a chair; designated Audit Committee Financial Expert alongside the Audit Chair (Jack T. Taylor) and Anya Weaving .
- Independence: Listed and presented as “INDEPENDENT DIRECTOR” in the proxy; Sempra notes nine of eleven nominees are independent under NYSE standards .
- Attendance: Board held 5 meetings; committees held 28 meetings in 2024; incumbent directors had 100% aggregate attendance and each attended at least 75% of assigned meetings; annual shareholders meeting attendance by nominees in 2024 was complete .
- Director ownership guidelines: 5x annual base retainer ($105,000), i.e., $525,000, to be met within five years; compliance reviewed annually, with all non‑employee directors either meeting or having time remaining (new directors) .
- Overboarding policy: Maximum four public company boards for non‑NEOs; company states all nominees comply .
- Risk oversight and executive sessions: Executive sessions at every regular board meeting; SST committee oversees safety, sustainability, cybersecurity and technology risks .
- Hedging/pledging: Prohibited for directors and officers .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Base Retainer | $105,000 | Cash or deferred into phantom funds/phantom shares |
| Lead Independent Director Retainer | $50,000 | Not applicable to Kirk |
| Committee Chair Retainers | $20,000 (Audit), $15,000 (CTD), $10,000 (CGC/SST) | Kirk was not a chair |
| Committee Member Retainers | $20,000 (Audit); $10,000 (other committees) | Applicable to Audit and SST membership |
| Mandatory Deferred Equity (quarterly) | $50,000 annual total | $12,500 per quarter; held until board separation |
| Jennifer M. Kirk – 2024 Director Compensation | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $71,580 | Partial-year (joined June 20, 2024) |
| Stock Awards | $149,457 | Mix detailed below |
| Change in Deferred Comp Earnings | $70 | Above-market interest on deferred comp |
| All Other Compensation | $25,000 | Charitable gift matching |
| Total | $246,107 | — |
Performance Compensation
| Equity Award Component (2024) | Grant Value | Form | Vesting |
|---|---|---|---|
| Mandatory Deferred Equity (prorated) | $24,457 | Phantom shares | Held until separation; quarterly credits vest as granted |
| Initial Equity Award (new director) | $125,000 | Phantom shares (elected) | Vests on first anniversary of grant date |
- Directors do not receive performance-based annual bonuses, stock options, PSUs, or CoC severance; director awards are service-based RSUs or phantom shares with defined vesting terms .
- Award terms: Initial/annual equity vests on the next annual meeting or first anniversary; accelerated vesting upon death, disability or removal without cause; otherwise forfeiture if service ends before vesting .
Other Directorships & Interlocks
| External Company | Role | Potential Interlock with Sempra | Related Person Transactions |
|---|---|---|---|
| Republic Services, Inc. | Director | No overlap or transactions disclosed | None requiring review since 2024 |
| Western Midstream Partners LP | Former Director | Prior energy midstream experience; no current overlap disclosed | None requiring review since 2024 |
Expertise & Qualifications
- Finance/accounting leadership and public company reporting expertise; capital markets experience; energy industry operating background (Occidental Petroleum) .
- Audit Committee Financial Expert designation; service on Audit and SST committees equips her for oversight of financial integrity, safety, sustainability and cybersecurity risk .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 20, 2025 |
|---|---|---|
| Beneficially Owned Shares | — | — |
| Exercisable Options (within 60 days) | — | — |
| Phantom Shares | 1,946 | 437 |
| Restricted Stock Units | — | — |
| Total Beneficially Owned (excl. phantom) | — | — |
Note: Phantom shares track Sempra’s stock but cannot be voted and are generally settled in cash after board service; phantom shares are included for ownership guideline compliance but excluded from “beneficial ownership” under SEC rules .
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; meaningful finance/accounting and energy sector experience; service on SST enhances oversight of safety, sustainability and cybersecurity risks; company enforces prohibitions on hedging/pledging and maintains robust share ownership guidelines and overboarding limits—company reports all nominees comply .
- Engagement and effectiveness: Board/committee aggregate attendance was 100% in 2024; executive sessions held at every regular board meeting; shareholder engagement program active and board-led oversight of sustainability, risk and human capital .
- Alignment and incentives: 2024 director pay for Kirk was primarily equity ($149,457) plus cash fees ($71,580) with mandatory deferred equity into long-hold phantom shares—supporting long-term alignment; ownership guideline requires reaching $525,000 within five years, appropriate for a mid‑2024 appointee .
- Conflicts/RED FLAGS: No related person transactions disclosed since 2024; no hedging/pledging allowed; no disclosed pledging or loans; the only caution is low direct share ownership early in tenure (0 beneficially owned shares as of March 20, 2025), partly mitigated by phantom shares and initial equity vesting schedule as a new director .