Andrew Evans
Southwest Gas HoldingsAbout Andrew W. Evans
Andrew W. Evans, age 58, is an independent director of Southwest Gas Holdings, Inc. since 2022. He is the retired Chief Financial Officer of Southern Company (2018–2021) and previously served as Chairman, President and Chief Executive Officer of AGL Resources, Inc., holding senior roles including Treasurer, CFO and COO over a 15-year tenure; earlier career roles include the Federal Reserve Bank of Boston and Mirant Corp. Evans serves as a trustee of Emory University, a director of Georgia Power, and is also a director of Centuri Holdings, Inc. (NYSE: CTRI) . The Board determined he should serve due to broad utility industry knowledge and enterprise risk management experience, and he is deemed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Chief Financial Officer | 2018–2021 | Led investor relations, reporting, IT/cybersecurity, business development, risk and capital deployment |
| AGL Resources, Inc. | Chairman, President & CEO; prior Treasurer, CFO, COO | 15-year tenure at AGL; dates not individually specified | Led largest U.S. publicly traded gas distribution system |
| Federal Reserve Bank of Boston | Professional role (unspecified) | Not disclosed | Finance/regulatory exposure |
| Mirant Corp | Professional role (unspecified) | Not disclosed | Global energy provider experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centuri Holdings, Inc. (NYSE: CTRI) | Director | 2024–present (following April 2024 IPO) | Centuri board service; received director fees and RSUs in 2024 |
| Georgia Power | Director | Not disclosed | Utility governance experience |
| Emory University | Trustee | Not disclosed | Institutional oversight |
Board Governance
- Committee memberships: Audit Committee member; Strategic Transactions Committee member .
- Audit Committee “financial expert” designation: Evans qualifies under Item 407(d)(5)(ii) of Regulation S-K .
- Independence: Board determined Evans has no material relationship with the Company; all Audit, Compensation, and Nominating & Corporate Governance Committee members are independent .
- Attendance and engagement: In 2024, the Board held 5 regular and 5 special meetings; each director attended at least 75% of Board and committee meetings during periods of service. Independent directors hold executive sessions with each regular Board meeting; all eleven director nominees (except Sandoval, not yet a director) attended the 2024 Annual Meeting .
- Cooperation Agreement context: Evans is an Icahn Group designee under a Cooperation Agreement that includes Strategic Transactions Committee participation and specific approval procedures for certain transactions .
Fixed Compensation
| Year | Cash Fees ($) | Committee Fees Detail | Notes |
|---|---|---|---|
| 2024 | 135,950 | STC member fees covered by total; STC member fee policy was $36,000 in 2024; individual meeting fees payable only above thresholds | Base non-employee director retainer $95,000 in 2024 |
| 2025 (policy) | 105,000 (annual retainer) | STC fees discontinued after March 31, 2025 | Equity grant value increased to $145,000 for 2025 |
Director deferral program: Cash retainers may be deferred; deferred amounts earn interest at 150% of Moody’s Seasoned Corporate Bond Rate with payout over 5–20 years .
Performance Compensation
| Grant | Grant Date | Instrument | Company | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual director equity | Feb 22, 2024 | Stock award (SWX) | SWX | 2,131 | 133,294 | Vests immediately; receipt may be deferred into DSUs |
| Annual director equity | Feb 20, 2025 | Stock award (SWX) | SWX | 2,051 | Fixed dollar program set at $145,000 for 2025; share count based on closing price | Vests immediately; receipt may be deferred |
| Centuri board RSUs | Apr 30, 2024 | Time-lapse RSUs (CTRI) | CTRI | 6,904 | 170,874 | Vest Apr 30, 2025 |
Performance metrics: Non-employee director compensation is not tied to financial or ESG performance metrics; equity grants vest immediately and may be deferred; Company does not issue option awards to directors .
Other Directorships & Interlocks
| Company | Listing | Role | Interlock/Notes |
|---|---|---|---|
| Centuri Holdings, Inc. | NYSE: CTRI | Director | Interlock with SWX as majority owner; Tax Assets Agreement approved as a Related Person Transaction involving directors Evans, Haller, Mariucci to address unutilized tax assets during deconsolidation |
Cooperation Agreement: Evans is nominated as an Icahn Group designee; STC composition and certain approvals are governed by the agreement .
Expertise & Qualifications
- Utility sector leadership (CEO/CFO) and enterprise risk management; finance/accounting expertise; audit committee financial expert .
- Technology/cybersecurity oversight as part of CFO remit at Southern Company .
- Public company executive experience and governance credentials .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| SWX Common Stock Beneficially Owned (shares) | 3,635 | 5,932 | 8,159 |
| CTRI Common Stock Beneficially Owned (shares) | N/A | N/A | — (none reported) |
| % of Outstanding SWX Common Stock | <1% | <1% | <1% |
Ownership alignment policies:
- Non-employee directors must retain at least 5x annual cash retainer in SWX stock equivalents within five years; all are in compliance .
- Prohibitions: Directors are barred from pledging or hedging Company stock; insider trading policy also prohibits short sales, derivatives, margin accounts, hedging/monetization transactions for directors and officers .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; meaningful sector CEO/CFO background; high engagement standard (≥75% attendance); strong ownership alignment and anti-pledging/hedging policies .
- Compensation mix: Balanced cash retainer with immediate-vesting equity; ability to defer aligns long-term interests; no option awards or performance-based metrics for directors—reduces incentive for short-termism .
- Interlocks/related parties: Centuri directorship and RSUs; Tax Assets Agreement with Centuri approved by Nominating & Corporate Governance Committee as not inconsistent with Company interests; monitor separation execution to mitigate conflict risk .
- Icahn Cooperation Agreement: Evans’ nomination as an Icahn designee and mandated STC composition signal activist influence; decision rights embedded in STC procedures are an ongoing governance consideration .
RED FLAGS
- Centuri interlock: Simultaneous service on SWX and CTRI boards during separation phase presents potential conflicts; related-party Tax Assets Agreement requires continued oversight .
- Activist agreement constraints: Cooperation Agreement terms influence nominations and committee composition, potentially constraining Board discretion on strategic transactions .
Overall, Evans’ finance and utility leadership, Audit Committee expertise, and independence support Board effectiveness; activist-linked governance structures and the Centuri interlock warrant active monitoring during and after the separation to preserve investor confidence .