Richard Mark
SEMPRAAbout Richard J. Mark
Independent director at Sempra (SRE) since 2023; age 69. Former Chairman and President of Ameren Illinois Company with two decades of regulated electric and gas utility leadership. Serves on Audit and Compensation & Talent Development (CTD) committees at Sempra; also a director at Tenet Healthcare Corporation. Recognized as an NACD Board Leadership Fellow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Illinois Company (subsidiary of Ameren Corp.) | Chairman and President | 2012–2022 | Led regulated electric and gas utility operations; prior roles included Ameren Missouri SVP, Customer Operations |
| Ameren (corporate) | VP Customer Services; various roles | 2002–2012 | Oversaw customer operations and utility service functions |
| St. Mary’s Hospital (Ancilla Systems Inc.) | President & CEO | Prior to 2002 | Healthcare leadership; relevant to safety/culture governance experience |
External Roles
| Organization | Role | Public/Non-Profit | Committees/Notes |
|---|---|---|---|
| Tenet Healthcare Corporation | Director | Public | Current public company directorship |
| Abraham Lincoln Presidential Library Foundation | Director | Non-profit | External civic role |
| Ameren Illinois Company | Former Director | Public (subsidiary) | Prior board service |
| NACD | Board Leadership Fellow | Professional designation | Governance credential |
Board Governance
- Independence: Independent director under NYSE standards (labeled “INDEPENDENT DIRECTOR” in Sempra proxy) .
- Sempra committee assignments: Audit Committee (member); Compensation & Talent Development Committee (member). Not a committee chair .
- Attendance and engagement:
- 2024 meetings: Full Board (5); Audit (6); CTD (5); Corporate Governance (7); Safety, Sustainability & Technology (4); Executive (0) .
- Aggregate 2024 attendance by incumbent directors: 100%; each incumbent director attended ≥75% of applicable meetings; all 2024 director nominees attended the 2024 annual meeting (virtual) .
- Lead Independent Director structure and executive sessions: Sempra maintains a robust Lead Independent Director role; executive sessions held at each regular board meeting .
- Overboarding policy: Max 4 public boards for non-executive public company directors; all nominees in compliance .
| 2024 Board & Committee Meetings | Count |
|---|---|
| Full Board | 5 |
| Audit Committee | 6 |
| Compensation & Talent Development | 5 |
| Corporate Governance | 7 |
| Safety, Sustainability & Technology | 4 |
| Executive | 0 |
| Aggregate attendance (incumbents) | 100% |
| Each incumbent ≥75% | Yes |
Fixed Compensation
- Program structure (non-employee directors, 2024): Base cash retainer $105,000; Lead Independent Director retainer $50,000; Committee chair retainers: Audit $20,000; CTD $15,000; Other committees $10,000; Committee member retainers: Audit $20,000; other committees $10,000. Equity: $50,000 mandatory deferred equity (quarterly phantom shares), $125,000 annual equity award; $125,000 initial equity award for new directors .
- Deferral: Directors may defer cash retainers into phantom funds (including a fund crediting the higher of 110% of Moody’s Corporate Bond Yield Average or Moody’s + 1%) or phantom Sempra shares .
- 2024 actual for Mark: Fees $135,000 (base $105k + Audit member $20k + CTD member $10k), Stock awards $175,071, Company matching gifts $25,000; Total $335,071 .
- 2023 actual (partial year; joined Aug 21, 2023): Fees $48,791, Stock awards $141,077, Total $189,868 .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $48,791 | $135,000 |
| Stock Awards | $141,077 | $175,071 |
| Change in Pension Value/Deferred Comp Earnings | — | — |
| All Other Compensation (matching gifts) | — | $25,000 |
| Total | $189,868 | $335,071 |
Performance Compensation
- Director equity is service-based, not performance-conditioned. Annual equity award ($125,000) vests at the next annual meeting; mandatory deferred equity ($50,000) is credited quarterly as vested phantom shares, payable in cash upon board separation .
- No director-level performance metrics (e.g., TSR, EPS) apply; such metrics are used only for executive LTIP, not for non-employee directors .
| Performance-Based Metrics Applicable to Directors | Status |
|---|---|
| TSR, EPS growth, safety/sustainability metrics | Not applicable to non-employee director equity; no director performance metrics disclosed |
Director Equity Grant Detail
| Equity Component | 2023 | 2024 |
|---|---|---|
| Mandatory Deferred Equity (Phantom Shares, $) | $16,033 | $50,000 |
| Annual Equity Award (RSUs or Phantom Shares, $) | $125,044 (RSUs) | $125,071 (RSUs) |
| Initial Equity Award (if applicable) | N/A (joined 2023; program contemplates $125,000 initial award for newly appointed directors) | N/A |
Notes: Phantom shares are fully vested when credited but are non-voting and settle in cash post-service; RSUs vest at the next annual meeting and settle in shares .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Tenet Healthcare Corporation | Director | No related-party transactions with Sempra disclosed; board determined independence; related-person review indicates no transactions requiring disclosure since beginning of 2024 |
Expertise & Qualifications
- Regulated utility leadership (electric and gas T&D operations, safety, reliability, customer operations) .
- Governance credential: NACD Board Leadership Fellow .
- Committee fit: Audit (financial literacy required of all members); CTD (human capital, compensation oversight) .
Equity Ownership
| As of | Shares of Sempra Common Stock | Shares Subject to Exercisable Options | Total Beneficially Owned | Phantom Shares | Total Beneficial + Phantom |
|---|---|---|---|---|---|
| March 20, 2025 | 10,981 | — | 10,981 (<1% of outstanding) | 1,067 | 12,048 |
| Outstanding Equity Balances (Director) | Phantom Shares | Restricted Stock Units |
|---|---|---|
| December 31, 2024 | 917 | 1,668 |
- Director ownership guideline: 5x annual base retainer ($105,000) = $525,000; expected within 5 years. In 2024 review, all non-employee directors met or had time remaining to meet the guideline .
- Hedging/Pledging: Prohibited for directors .
Related-Party / Conflicts Review
- Corporate Governance Committee oversees related-person transactions >$120,000. None required disclosure since the beginning of 2024 .
- Independence reaffirmed annually; board found non-employee nominees (except former executive Sagara) independent under NYSE standards .
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with deep regulated utility operating experience; sits on both Audit and CTD, aligning expertise with key oversight areas .
- Clean conflicts profile: no related-person transactions; hedging/pledging prohibited; robust director ownership guideline (5x cash retainer) with compliance window; overboarding policy met .
- Strong board process: 100% aggregate attendance in 2024; executive sessions at every regular meeting; robust Lead Independent Director role .
- Watch items:
- Director equity is time-based rather than performance-based, standard for U.S. boards but provides limited explicit pay-performance linkage at the director level .
- No individual attendance disclosed; reliance on aggregate/statutory threshold disclosure only .
No red flags identified in independence, attendance, related-party transactions, or ownership alignment based on the latest proxy disclosures.