Kevin Sagara
SEMPRAAbout Kevin C. Sagara
Kevin C. Sagara, age 63, joined Sempra’s board in 2025 and currently serves on the Safety, Sustainability and Technology Committee. He is a retired Sempra Executive Vice President and Group President (2020–2023), with 30 years in the energy sector spanning regulated utilities and non‑regulated infrastructure, including leadership in safety, regulatory affairs, legal and governance. Under NYSE standards he is not considered independent until the third anniversary of his retirement (December 1, 2026) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra | Executive Vice President & Group President | 2020–2023 | Senior leadership over regulated utility and infrastructure operations |
| Southern California Gas Company (SoCalGas) | Non‑Executive Chairman & Director | During Sempra Group President tenure | Oversight of utility operations and governance |
| San Diego Gas & Electric (SDG&E) | Non‑Executive Chairman & Director | During Sempra Group President tenure | Oversight of utility operations and governance |
| SDG&E | Executive Chairman & Chief Executive Officer & Director | 2018–2020 | Led regulated utility, safety and operational performance |
| Sempra Renewables, LLC | President | 2013–2018 | Led renewable infrastructure growth |
| Sempra (corporate attorney) | Legal leadership | 1998 (formation) | Played key role in formation of Sempra |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | Other public company directorships | None | None disclosed |
Board Governance
- Status: Non‑employee director; not independent under NYSE standards until December 1, 2026 due to prior executive service .
- Committee assignment: Member, Safety, Sustainability and Technology Committee (effective March 1, 2025) .
- Attendance: Board reported 100% aggregate attendance among incumbent directors in 2024; Sagara joined in 2025 (N/A for 2024) .
- Lead Independent Director: Cynthia J. (CJ) Warner; robust responsibilities including agenda approval, executive sessions, and shareholder engagement .
- Executive sessions: Non‑management directors hold executive sessions at all regular board meetings .
- Overboarding: All director nominees in compliance with Sempra’s policy .
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount | Notes |
|---|---|---|
| Annual Base Retainer | $105,000 | Payable in cash or deferrable to phantom funds; program referenced for new appointees |
| Committee Member Retainer (Other Committees) | $10,000 | Applies to Corporate Governance, Compensation & Talent Development, Safety, Sustainability & Technology, Executive |
| Audit Committee Member Retainer | $20,000 | If applicable (Sagara is on SST, not Audit) |
| Lead Independent Director Retainer | $50,000 | Not applicable to Sagara |
Note: The 2025 8‑K states Sagara will participate in Sempra’s standard non‑employee director program; the 2025 proxy summarizes the 2024 program structure and amounts .
Performance Compensation
| Equity Component | Amount | Vesting | Form / Election |
|---|---|---|---|
| Mandatory Deferred Equity (Phantom Shares) | $50,000 per year ($12,500 per quarter) | Vested when credited; paid in cash after board service ends | Phantom shares of common stock; held until separation |
| Initial Equity Award (new director) | $125,000 | Vests on first anniversary of grant date | Director may elect RSUs or phantom shares |
| Annual Equity Award (continuing director) | $125,000 | Vests at next Annual Shareholders Meeting date | Director may elect RSUs or phantom shares |
| Accelerated Vesting Provisions | — | Immediate vesting upon death, disability, or removal without cause; otherwise unvested awards forfeited | Applies to RSUs and phantom shares |
Performance metric framework (context for pay‑for‑performance at Sempra; applies to executives, not directors):
| Incentive | Metric / Measure | Weight | 2024 Outcome / Notes |
|---|---|---|---|
| Annual Bonus Plan (ABP) | Adjusted ABP Earnings | 80% | 2024 ABP Earnings $3,158M vs $3,051M target → total annual bonuses achieved at 143% of target |
| Annual Bonus Plan | Safety Measures | 12% | Pre‑defined safety measures |
| Annual Bonus Plan | Sustainability Measures | 8% | Pre‑defined environmental, culture, governance measures |
| LTIP PSUs | 3‑yr Relative TSR | 1/3 of performance‑based RSUs | Split: 70% vs S&P 500 Utilities (ex‑water), 30% vs S&P 500 |
| LTIP PSUs | 3‑yr Adjusted EPS CAGR (relative) | 1/3 of performance‑based RSUs | vs S&P 500 Utilities peers (ex‑water) |
| LTIP Options | Stock Options | 1/3 of LTIP grant date value | Viewed as performance‑based; 2022–2024 PSUs paid at 190% of target |
Other Directorships & Interlocks
| Company | Role | Committees/Notes | Tenure |
|---|---|---|---|
| None | — | No current public company boards | — |
Expertise & Qualifications
- 30 years energy sector experience across regulated utilities and infrastructure; leadership in safety, regulatory affairs, legal, and governance .
- Senior executive roles at Sempra subsidiaries (SDG&E, SoCalGas) and renewables leadership at Sempra Renewables .
- Legal background; key role in Sempra’s formation in 1998 .
Equity Ownership
| Holder | Shares Owned | Exercisable Options | Total Beneficially Owned | Phantom Shares | Total Beneficial + Phantom | % of Outstanding Shares |
|---|---|---|---|---|---|---|
| Kevin C. Sagara | 46,701 | 168,300 | 215,001 | 1,344 | 216,345 | Each listed director/officer holds <1% individually; 651,913,367 shares outstanding |
Policy notes:
- Prohibition on hedging or pledging company stock; robust director ownership guidelines equal to 5× $105,000 base retainer ($525,000), expected within five years; compliance reviewed annually .
- Director beneficial and phantom shares are tracked; phantom shares are non‑voting and settle in cash (unless specified RSU deferrals) .
Governance Assessment
- Independence: Not independent under NYSE standards until December 1, 2026 due to prior executive role; this is a structural conflict limiting committee eligibility on NYSE‑required committees until independence is achieved .
- Financial ties: Significant retirement‑related payments since January 1, 2024—$21.0M pension (incl. $20.4M under SERP; $0.6M Cash Balance Plan) and $2.3M nonqualified deferred compensation (incl. accrued returns)—signal continuing financial linkage to the company; the board concluded these do not impair qualifications, but investors should monitor alignment and potential optics .
- Ownership alignment: Meaningful legacy equity and options from prior employment; director ownership guidelines and anti‑hedging/pledging policy mitigate misalignment risks .
- Committee role: Placement on the Safety, Sustainability and Technology Committee leverages operational and safety governance expertise; SST held 4 meetings in 2024 (prior to his tenure), and oversees cybersecurity, climate, and ESG disclosures—areas material to investor confidence .
- Related‑party transactions: None requiring Corporate Governance Committee review since the beginning of 2024; no loans or disclosed family transactions, reducing conflict risk .
RED FLAGS
- Not independent until late 2026; investors should weigh independence constraints and oversight optics for a former senior executive .
- Large pension/SERP and deferred compensation payouts may raise questions on future compensation votes or director objectivity despite the board’s determination .
Positive Signals
- Extensive operational, regulatory, and safety experience directly relevant to SST oversight .
- Strong board governance environment: executive sessions at all regular meetings; robust Lead Independent Director role; 100% aggregate attendance reported in 2024; anti‑hedging/pledging and ownership guidelines .