Michael Mears
SEMPRAAbout Michael N. Mears
Independent director at Sempra since 2018; age 62. Former Chairman, President and CEO of Magellan Midstream Partners (2011–2022) and prior COO (2008–2011), with earlier senior roles at Williams and Magellan since 1985, giving deep midstream operations and commercial expertise relevant to Sempra’s infrastructure strategy . He holds a Bachelor of Science in Chemical and Petroleum Refining Engineering from Colorado School of Mines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Midstream Partners, L.P. | Chairman, President & CEO | 2011–2022 | Led large pipeline/storage operator; extensive midstream operations experience |
| Magellan Midstream Partners, L.P. | Chief Operating Officer | 2008–2011 | Operational leadership prior to CEO |
| Williams Companies/Williams Pipeline Co. | Various management positions | 1985–2004 | Commercial and operational experience in pipelines |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Devon Energy Corporation (NYSE: DVN) | Director | 2023 | Audit; Governance/Environmental/Public Policy |
| Kayne Anderson Energy Infrastructure Fund (NYSE: KYN) | Independent Director | 2025 | — (appointment announced) |
- Interlocks/transactions: Sempra purchases energy products from Devon; amounts are immaterial (Devon <1% of Sempra’s COGS; Sempra <1% of Devon’s revenues for 2023), and Devon board determined independence with routine transactions and no direct personal benefit .
Board Governance
- Committee memberships and chair roles (current): Corporate Governance Committee Chair; member, Compensation and Talent Development Committee; member, Executive Committee .
- Prior Sempra committee service: Corporate Governance; Safety, Sustainability and Technology; Executive .
- Independence: Identified as independent director nominee under NYSE standards .
- Tenure: Director since 2018 .
- Board practices: Non-management director executive sessions at all regular board meetings; robust share ownership guidelines; prohibition on hedging or pledging company stock; majority voting and proxy access; strong board refreshment .
Fixed Compensation
Director compensation structure and recent program levels:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Base Retainer | 90,000 | 105,000 | 105,000 |
| Lead Independent Director Retainer | 40,000 | 50,000 | 50,000 |
| Audit Committee Chair Retainer | 20,000 | 20,000 | 20,000 |
| Compensation & Talent Dev. Chair Retainer | 15,000 | 15,000 | 15,000 |
| Other Committee Chair Retainer (CGC, SST) | 10,000 | 10,000 | 10,000 |
| Audit Committee Member Retainer | 20,000 | 20,000 | 20,000 |
| Other Committee Member Retainer | 10,000 | 10,000 | 10,000 |
| Mandatory Deferred Equity (phantom shares, quarterly) | 50,000 | 50,000 | 50,000 |
| Annual Equity Award (RSUs/phantom shares) | 115,000 | 125,000 | 125,000 |
| Initial Equity Award for New Director | 115,000 | 125,000 | 125,000 |
Notes:
- Directors can elect to defer cash retainers into phantom investment funds (including an interest-crediting fund tied to Moody’s Corporate Bond Yield) or phantom shares; quarterly mandatory deferred equity is held until board separation and paid in cash .
- Historical change: Initial equity grant was reduced from $180,000 to $90,000 in 2019, with vesting changed to one year .
Mears’ reported compensation (actual):
| Metric ($) | 2020 | 2021 |
|---|---|---|
| Fees Earned or Paid in Cash | 111,566 | 120,000 |
| Stock Awards (grant-date fair value) | 140,000 | 165,000 |
| Change in Pension Value/Deferred Comp Earnings | 1,350 | 4,100 |
| All Other Compensation | 17,700 | 20,400 |
| Total | 270,616 | 309,500 |
Performance Compensation
- No performance metrics disclosed for director pay; equity awards are time-based RSUs or phantom shares that vest at the next annual meeting or first anniversary, with mandatory deferred equity settled in cash upon separation .
Other Directorships & Interlocks
| Company | Relationship to Sempra | Materiality | Governance consideration |
|---|---|---|---|
| Devon Energy (DVN) | Sempra purchases energy products from DVN | Devon <1% of Sempra COGS; Sempra <1% of DVN revenues (2023) | DVN Board affirmed independence; routine, ordinary-course transactions with no personal benefit |
Expertise & Qualifications
- Extensive executive and public company board experience in energy infrastructure and midstream operations; commercial and operational expertise aligned to global energy markets and energy transition .
- Technical credentials in chemical/petroleum refining engineering .
Equity Ownership
| Metric | 2018 (as of Dec 31) | 2020 (as of Dec 31) |
|---|---|---|
| Phantom shares (deferred equity units) | 1,565 | 3,317 |
- Phantom shares are non-voting and typically settled in cash after board service; RSUs are settled in Sempra common shares upon vesting .
Governance Assessment
- Strengths: Chair of Corporate Governance Committee, indicating significant influence over governance practices; independent status under NYSE; equity retainer and mandatory deferred equity align interests; robust board practices including executive sessions, majority voting, proxy access, and anti-hedging/pledging policies .
- Interlocks: Dual board service at DVN creates a potential perceived conflict given Sempra purchases from DVN; disclosures indicate immaterial volumes and independence maintained, but continued monitoring advisable for changes in scope or materiality (NYSE thresholds) .
- Attendance: Aggregate board and committee attendance was high (98% in 2021), supporting board effectiveness, though individual attendance for Mears is not separately disclosed .
- Alignment: Mandatory deferred equity and annual RSU grants, plus stock ownership guidelines, support long-term alignment; no hedging/pledging permitted, reducing misalignment risk .
RED FLAGS to Monitor
- Supplier/customer interlock: Sempra–Devon transactions while Mears serves on both boards; currently immaterial but warrants periodic review for escalation in volume or new agreements .
- Concentration of governance influence: As Corporate Governance Chair, tenure and workload should be balanced with external board commitments to avoid overboarding risk; board maintains overboarding policy alignment per shareholder preferences .
Notes on Policies
- Anti-hedging/anti-pledging: Prohibited for directors under Sempra’s governance policies .
- Director compensation administration: Reviewed annually by the Compensation and Talent Development Committee with independent consultant (Exequity) support .