Karen Sedgwick
SEMPRAAbout Karen Sedgwick
Karen L. Sedgwick is Executive Vice President and Chief Financial Officer of Sempra, serving as CFO since January 2024 after previously holding senior leadership roles including Chief Administrative Officer and Chief Human Resources Officer; she is 58 years old and has 33 years of credited service at the company as of December 31, 2024 . During her CFO tenure, Sempra delivered a 21% total shareholder return in 2024 and the 2022–2024 LTIP cycle achieved a 9.4% adjusted EPS CAGR with strong relative TSR percentiles, supporting high incentive payouts . Annual bonus metrics in 2024 were achieved at 143% of target on ABP Earnings, safety, and sustainability measures, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sempra | EVP & Chief Financial Officer | Jan 2024 – present | Enterprise financial leadership; disclosure controls; capital allocation and investor engagement |
| Sempra | Chief Administrative Officer | Dec 2021 – Dec 2023 | Corporate administration and governance support; organizational effectiveness |
| Sempra | Chief Human Resources Officer | Sep 2020 – Dec 2023 | Human capital strategy; succession planning; compensation program oversight |
| Sempra | Senior Vice President | Sep 2020 – Dec 2021 | Senior leadership spanning HR and corporate functions |
| SDG&E (Sempra subsidiary) | CHRO & CAO | Apr 2019 – Sep 2020 | Utility workforce and administrative leadership; safety and high-performance culture support |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
Multi-year compensation profile (Summary Compensation Table figures):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 460,000 | 560,000 | 630,000 |
| Restricted Stock Units ($) | 789,340 | 1,627,040 | 1,458,030 |
| Option Awards ($) | — | — | 667,682 |
| Performance-Based Annual Cash Bonus ($) | 529,400 | 691,700 | 810,500 |
| Change in Pension Value & Above-Market Interest ($) | 12,011 | 5,047,785 | 1,865,646 |
| All Other Compensation ($) | 49,284 | 63,671 | 79,431 |
| Total ($) | 1,840,035 | 7,990,196 | 5,511,289 |
Target total direct compensation (committee-set, excludes pension/other) for FY 2024:
| Component | FY 2024 Target ($) |
|---|---|
| Base Salary | 630,000 |
| Target Annual Bonus | 567,000 (90% of salary) |
| Target LTIP Award | 2,003,000 |
| Target Total Direct Compensation | 3,200,000 |
Performance Compensation
Annual bonus structure and outcomes (FY 2024):
| Metric | Weighting | Target | Actual/Result | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| ABP Earnings | 80% | $3,051mm | $3,158mm | Drives overall 143% payout | Cash paid Feb 2025 |
| Safety Measures | 12% | At target composite | Formulaic 200% reduced via negative discretion | Contributes to 143% total | Cash paid Feb 2025 |
| Sustainability Measures | 8% | At target composite | Exceeded target | Contributes to 143% total | Cash paid Feb 2025 |
Long-term incentives design (granted Jan 2, 2024):
- PSUs (two-thirds weight): one-third tied to 3-year relative TSR (70% vs S&P 500 Utilities, 30% vs S&P 500), one-third tied to 3-year adjusted EPS CAGR vs Utilities peers .
- Stock options (one-third weight): 10-year term, vest ratably over 3 years, exercise price set at grant-date close .
Historical LTIP performance (2022–2024 cycle):
- Relative TSR: 86.6th percentile vs S&P 500 Utilities → 191.5% of target; 77.8th percentile vs S&P 500 → 169.5% of target .
- Adjusted EPS CAGR: 9.4% → 200% of target .
- Overall payout noted at 190% across TSR and EPS components .
2024 stock vested (Sedgwick):
| Metric | 2024 |
|---|---|
| Shares vested | 13,603 |
| Value realized on vesting ($) | 992,081 |
Equity Ownership & Alignment
Ownership status (as of March 20, 2025):
| Category | Amount |
|---|---|
| Shares owned | 45,868 |
| Exercisable options | 13,546 |
| Total beneficial shares | 59,414 (<1% of outstanding) |
| Phantom shares (deferred comp) | 9,221 |
| Total incl. phantom | 68,635 |
Stock ownership guidelines:
- Executive Vice Presidents must hold 4× base salary; executives (excluding a retired NEO) met or exceeded guidelines as of the record date .
Anti-hedging/pledging and clawbacks:
- Hedging and pledging of company securities are prohibited for officers/directors .
- Clawback policy mandates recovery of erroneously paid incentive comp under SEC/NYSE rules and permits additional recovery for misconduct affecting results .
Insider selling programs (Rule 10b5-1):
| Plan Adoption | Duration | Intended Sales |
|---|---|---|
| Aug 19, 2025 | From Nov 24, 2025 until completion or termination | 7,564 owned shares; shares from RSUs vesting Jan–Feb 2026 plus 50% of PSUs vesting Jan–Feb 2027 (net of tax withholding) |
Outstanding awards and vesting schedule (as of 12/31/2024):
| Grant Date | Award Type | Units Unvested | Key Vesting Notes |
|---|---|---|---|
| 01/02/2024 | PSUs (three components) | 7,960; 3,472; 9,024 | 3-year performance; certification early 2027 |
| 01/02/2024 | Stock Options | 40,638 unexercisable; strike $75.820; exp. 01/01/2034 | Ratable 3-year vest; 10-year term |
| 01/03/2023 | PSUs (three components) | 4,450; 2,924; 7,104 | 3-year performance; certification early 2026 |
| 01/03/2023 | RSUs (service-based) | 4,736 | 2nd installment vested Jan 2, 2025; 3-year ratable |
| 01/03/2022 | PSUs (three components) | 3,880; 3,444; 8,100 | TSR certified Jan 28, 2025; EPS certified Feb 19, 2025 |
| 01/03/2022 | RSUs (service-based) | 1,349 | 3rd installment vested Jan 2, 2025 |
Employment Terms
Severance and change-in-control economics (as of 12/31/2024):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Enhanced Retirement Benefits ($) | Health & Welfare ($) | Financial Planning ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without cause/good reason (unrelated to CIC) | 2,394,000 | — | — | 62,261 | 50,000 | 50,000 | 2,556,261 |
| Termination without cause/good reason (related to CIC) | 3,591,000 | 5,497,202 | 9,331,814 | 134,727 | 75,000 | 50,000 | 18,679,743 |
| Death | — | 533,746 | 9,331,814 | — | — | — | 9,865,560 |
| CIC only (no termination) | — | 5,497,202 | — | — | — | — | 5,497,202 |
Key terms:
- Severance multiple: 1× cash (base + higher of 3-year average bonus or target); 2× if related to change in control .
- Double-trigger equity vesting under CIC; retirement-eligible provisions may adjust treatment .
- No excise tax gross-ups; benefits conditioned on general release, 2-year consulting if requested, and confidentiality/non-solicitation covenants .
- Shareholder approval policy for any new cash severance >2.99× salary+target bonus (adopted 2024) .
Pension/SERP:
| Plan | Years of Service | Present Value ($) | Early Retirement Lump Sum (if retired 12/31/2024) |
|---|---|---|---|
| Cash Balance Plan | 33 | 769,509 | Included in SERP totals |
| Supplemental Executive Retirement Plan (SERP) | 33 | 6,942,150 | 1,240,102 |
| Total | — | 7,711,659 | 1,240,102 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus payout at 143% reflects strong ABP earnings and sustainability performance; LTIP design ties two-thirds to relative TSR/EPS vs peers, with 2022–2024 cycle vesting well above target, indicating robust execution against financial and market benchmarks .
- Retention and change-in-control: Double-trigger CIC treatment and absence of excise tax gross-ups are shareholder-friendly; however, sizeable CIC totals ($18.7mm) and SERP value ($6.9mm PV) create meaningful retention hooks and potential departure costs to consider in M&A scenarios .
- Insider selling pressure: A 10b5-1 plan adopted Aug 2025 schedules sales of owned shares and portions of vesting RSUs/PSUs in late 2025/2026/2027, which could create episodic supply as awards settle; note withholding reduces net shares sold, and programmatic nature reduces informational signaling risk .
- Alignment safeguards: Strict anti-hedging/pledging prohibitions, robust share ownership guidelines (EVPs at 4× salary, with compliance indicated), and clawbacks mitigate misalignment risks and support governance quality .
- Track record: Company TSR of 21% in 2024 and LTIP EPS CAGR of 9.4% over 2022–2024 suggest value creation during Sedgwick’s CFO tenure and preceding leadership roles, supporting confidence in execution and incentive outcomes .
Additional governance notes: No related party transactions requiring review since the beginning of 2024 were disclosed, and compensation oversight is conducted by an independent Compensation and Talent Development Committee advised by Exequity .