Pablo Ferrero

About Pablo A. Ferrero

Pablo A. Ferrero, age 62, has served on Sempra’s board since 2013 and is designated an Independent Director; he chairs the Safety, Sustainability and Technology (SST) Committee and serves on the Corporate Governance and Executive Committees, bringing deep international energy operating and governance experience to the board . He is an independent energy consultant and has served as executive director at MSU Energy, a private power generation company in Argentina, since 2017, with prior senior roles including EVP for the Southern Cone at AEI Energy and CEO of Transportadora de Gas del Sur (TGS) . He currently holds no other public company directorships at Sempra’s disclosure date .

Past Roles

External Roles

Board Governance

• Independence and board structure: Sempra’s board affirmed independence determinations annually; nine of eleven 2025 nominees are independent under NYSE standards, and Ferrero is identified as an “INDEPENDENT DIRECTOR” in the proxy .
• Committee assignments (current): Ferrero is Chair of the Safety, Sustainability and Technology Committee and a member of the Corporate Governance and Executive Committees .
• Committee independence: All NYSE-required board committees are composed of 100% independent directors .
• Attendance: In 2024, incumbent directors had 100% aggregate attendance across board and committee meetings; each incumbent director attended at least 75% of the meetings of the board and each committee on which they served (during their service periods) .
• Meeting cadence: In 2024, board held 5 meetings; committee meetings: Audit (6), Compensation & Talent Development (5), Corporate Governance (7), Safety, Sustainability & Technology (4), Executive (0) .
• Shareholder engagement: Robust year-round outreach with feedback delivered to the board; topics included board composition, risk oversight, strategy, and sustainability .
• Overboarding policy: Non-executive public company directors limited to four public boards (including Sempra); all nominees compliant .
• Anti-hedging/pledging: Company policy prohibits hedging or pledging of Sempra stock .
• Related-person transactions: None requiring review since the beginning of 2024 .
• Election results signal: Ferrero received 97.43% support “FOR” at the May 13, 2025 annual meeting (broker non-votes excluded), a positive confidence signal .

Fixed Compensation (Director)

Notes: Directors can elect to defer retainers into phantom investment funds or phantom shares; above-market interest on nonqualified deferred comp is reported in the compensation table .

Performance Compensation (Director equity and company pay design oversight)

• Director equity grants (not performance-conditioned, but equity-aligned): Ferrero received $175,071 in stock awards in 2024, composed of $50,000 Mandatory Deferred Equity and $125,071 in Restricted Stock Units; change in deferred comp earnings was $668 .
• Executive pay program oversight context (for governance analysis): Sempra’s annual bonus plan metrics in 2024 were 80% ABP Earnings, 12% Safety Measures, and 8% Sustainability Measures; bonuses paid at 143% of target for 2024 performance .
• Long-term incentives design (executives): Performance-based RSUs tied two-thirds to three-year outcomes (relative TSR vs S&P 500 Utilities 70% and vs S&P 500 30%, and relative three-year adjusted EPS CAGR vs Utilities peers) and one-third to nonqualified stock options; 2022–2024 PSU payout achieved 190% of target .

Other Directorships & Interlocks

Expertise & Qualifications

• Energy and utilities value chain experience across generation, transmission, distribution, and gas transport with international operating depth in Latin America, supporting Sempra’s North American energy infrastructure strategy .
• Sustainability/technology governance oversight as SST Committee Chair, including safety, cybersecurity, climate and broader sustainability integration into strategy and disclosures .
• Corporate governance and executive oversight via Corporate Governance Committee membership and prior service on the Compensation & Talent Development Committee (2024), indicating familiarity with compensation risk and alignment .

Equity Ownership

Ownership alignment policies:

• Director share ownership guideline equals 5x the $105,000 base retainer ($525,000), to be met within five years; in 2024 review, all non-employee directors met or had time remaining to meet the guideline .
• Hedging and pledging of Sempra stock are prohibited, reducing misalignment/hedging risk .

Governance Assessment

• Strengths for investor confidence:
  • Independent status with extensive global energy experience; chairs SST (safety, cybersecurity, environmental and sustainability oversight), a critical risk committee for utilities/infrastructure .
  • High shareholder support in 2025 election (97.43% “FOR”) and strong company say‑on‑pay outcome (94.65% “FOR”), signaling broad investor endorsement of governance and pay programs .
  • Robust attendance culture (100% aggregate, ≥75% for each director), independent committees, prohibition on hedging/pledging, and no related‑party transactions disclosed since 2024 start .
  • Director compensation includes significant equity and mandatory deferred equity, reinforcing alignment; Ferrero’s 2024 pay mix reflects material equity ($175,071) alongside cash fees ($137,582) .
• Potential watch items:
  • Tenure considerations under Sempra’s refreshed retirement policy (no nomination after earlier of age 75 or 15 years of service) apply board‑wide; Ferrero has served since 2013, making ongoing refresh planning relevant but not a current red flag .
  • Broad prior service across Latin American energy entities is not a disclosed conflict at Sempra and the company reports no related‑person transactions; continue monitoring for any future interlocks with Sempra counterparties .

Appendix: 2025 Annual Meeting Vote Signals (Confidence Indicators)