Andrew Teno

About Andrew J. Teno

Andrew J. Teno (age 39) is an Independent Director of Southwest Gas Holdings, Inc. since 2022. He is President and Chief Executive Officer of Icahn Enterprises L.P. and formerly a portfolio manager at Icahn Capital, with prior investment roles at Fir Tree Partners; he holds an undergraduate business degree from the Wharton School (University of Pennsylvania). His board experience spans multiple public companies and includes audit committee service; at SWX he serves on the Compensation Committee and the Strategic Transactions Committee. The Board has determined he is independent under NYSE standards.

Past Roles

External Roles

Board Governance

• Independence: Independent Director; all members of Compensation and Nominating committees are independent.
• Committees: Compensation Committee (3 meetings in 2024) and Strategic Transactions Committee (4 meetings in 2024).
• Attendance and engagement: The Board held five regular and five special meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors meet in executive session at every regular Board meeting; all 2024 director nominees attended the 2024 annual meeting except Sandoval (not a director then).
• Strategic Transactions Committee governance: Formed amid Icahn tender/proxy contest; cooperation agreement provides Icahn designees (including Teno) seats and requires certain transactions to be approved by STC, with defined deadlock procedures.

Fixed Compensation

Notes:

• Non-employee director equity grants vest immediately and may be deferred as stock units (with notional dividends). Director cash retainers may be deferred under the Directors Deferral Plan at 150% of Moody’s Seasoned Corporate Bond Rate; payouts are over 5–20 years as elected. Aggregate annual director cash+equity compensation caps under the 2024 Omnibus Plan ($750,000; $1,000,000 in the year a director commences service).

Performance Compensation

• Directors do not receive performance-based equity or options; company does not issue option awards to directors. Equity grants vest immediately and are not conditioned on performance metrics.

Other Directorships & Interlocks

• Cooperation Agreement: SWX agreed to nominate Icahn designees (Evans, Linginfelter, Sharma, Teno); standstill restrictions remain until the later of the 2025 annual meeting conclusion and a condition linked to Teno’s Board service or 2026 nomination deadline, with specified termination triggers.
• Significant shareholder: Carl C. Icahn beneficially owns 13.41% of SWX; Corvex 6.64%; BlackRock 12.94%; Vanguard 10.09%. This amplifies interlock dynamics given Teno’s role at IEP.

Expertise & Qualifications

• Business and finance expertise across investment, energy, and industrials; public company board experience, including audit committee service; familiarity with utilities/infrastructure services. Education: Wharton undergrad in business.

Equity Ownership

• Directors’ stock ownership guidelines: retain at least 5x annual cash retainer within five years; all non-employee directors are in compliance. Pledging/hedging is prohibited for directors and officers.

Governance Assessment

• Committee influence: Teno’s seat on the Strategic Transactions Committee (with Icahn designees guaranteed representation and approval rights) provides influence over strategic alternatives, including Centuri separation, which can be investor-positive for focus but raises potential alignment concerns given IEP ties.

• Independence and attendance: Formally independent under NYSE rules; Board reports at least 75% attendance for all directors and routine executive sessions of independent directors—supportive of board effectiveness.

• Shareholder voting signal: In 2025, Teno received 61,763,501 “For” votes vs. 1,204,518 “Withhold,” broadly consistent with strong support among directors; varying withholds across nominees suggest investors are monitoring specific director profiles.

• Related-party exposure: 2024–2025 related person transactions disclosed did not include Teno (Centuri IPO reserved share purchases involved Haller, Linginfelter, Mariucci); mitigates direct transaction conflicts for Teno.

• Alignment safeguards: Director equity grants, immediate vesting with optional deferral, strict anti-pledging/hedging, and ownership guidelines improve alignment; compensation structure is retainer-based without performance-conditioned pay for directors, limiting misaligned incentives.

• Red flags to monitor:

  • Ongoing cooperation agreement linkage to Teno’s Board service and STC approval rights may create perceived influence by a 13.41% shareholder (Icahn Group), warranting continuous evaluation of board independence in strategic decisions.
  • Time-commitment policy caps other public boards at three; monitor Teno’s external commitments given his CEO role at IEP to ensure sustained engagement at SWX.