Anne Mariucci

About Anne L. Mariucci

Anne L. Mariucci (age 67) is an independent director of Southwest Gas Holdings (SWX) since 2006, with over 40 years of experience in finance, construction, and real estate development. She previously served as President of Del Webb following its 2001 merger with Pulte Homes until 2003 and is currently General Partner of MFLP; she holds a B.S. in accounting and finance from the University of Arizona and completed Stanford GSB’s Corporate Financial Management program; she has been certified as a CPA and a FINRA Securities Financial and Operations Principal . The Board has determined she is independent under NYSE rules .

Past Roles

External Roles

Board Governance

• SWX committee assignments: Compensation Committee member; Nominating and Corporate Governance Committee member; Chair of the Strategic Transactions Committee (STC) .
• Independence: Board determined Mariucci and all committee members (Audit, Compensation, NCGC) are independent .
• Attendance and engagement: In 2024, SWX Board held 5 regular and 5 special meetings; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting . Independent directors meet in executive session at each regular Board meeting .
• Board oversight: STC focused on Centuri IPO and full separation planning in 2024 . NCGC oversees ESG policies and related-party transactions .
• Chair/leadership structure: Independent Chair (E. Renae Conley); Mariucci serves as STC Chair .

Fixed Compensation

• SWX director pay structure:
  • Annual cash retainer: $95,000 (2024); increased to $105,000 (2025) .
  • Committee chair/member retainers (2024): Audit Chair $20,000; Compensation Chair $20,000; NCGC Chair $15,000; STC Chair $54,000; STC Members $36,000; meeting fees only if threshold volumes exceeded .
  • Equity: Fixed-value stock awards ($135,000 in 2024; $145,000 in 2025), converted to shares; equity vests immediately (deferral option available) .

Notes:

• SWX stock grant in 2024: 2,131 shares at $62.55, grant-date fair value $133,294; equity vests immediately with deferral option .
• Directors’ Deferral Plan: deferred cash amounts bear interest at 150% of Moody’s Seasoned Corporate Bond Rate; payout over 5–20 years with above-market interest .

Performance Compensation

Other Directorships & Interlocks

• SWX–CTRI interlock: Mariucci serves on both SWX (parent) and CTRI (majority-owned subsidiary) boards; at CTRI she chairs Governance and serves on Compensation; CTRI is a controlled company exempt from certain NYSE independence requirements, with SWX CEO Karen Haller on CTRI’s Compensation Committee .
• Additional public boards during 2024–2025: TMHC (Compensation Chair; Audit member); BRY (Human Capital & Compensation Chair; prior Lead Independent Director); CXW (Audit and Compensation member; retiring at 2025 meeting) .
• SWX policy limits directors to service on no more than three other public company boards (exceptions may be made case-by-case); Mariucci’s multiple concurrent boards are monitored under this policy .

Expertise & Qualifications

• Financial/accounting and corporate finance expertise; significant real estate/homebuilding and operations background (Del Webb/Pulte) .
• Board governance leadership: STC Chair at SWX; Governance Chair at CTRI; Compensation Chair at TMHC; Human Capital & Compensation Chair at BRY; Board Chair at Banner Health .

Equity Ownership

Stock ownership guidelines: Non-employee directors must hold at least 5x the annual cash retainer; all directors are currently in compliance . Anti-pledging/hedging: Directors are prohibited from pledging or hedging SWX securities; no margin accounts .

Governance Assessment

• Strengths:
  • Independent status; deep finance and industry expertise; leadership on critical committees (STC) during separation strategy .
  • High engagement: at least 75% attendance; annual meeting attendance; regular executive sessions .
  • Strong governance policies: director stock ownership guidelines; anti-hedging/pledging; active oversight of related-party transactions by NCGC .
  • Shareholder support: 98% say-on-pay approval in 2024, indicating broad endorsement of compensation governance framework .
• Watch items / potential conflicts:
  • Interlocks and related-party exposure: Dual service on SWX and CTRI boards; NCGC approved a Tax Assets Agreement with Centuri while Mariucci is a director of both entities .
  • Centuri IPO reserved share purchases: Mariucci purchased over $120,000 of Centuri shares via reserved program; while approved under related-party policy, it represents personal economic alignment with Centuri during separation discussions .
  • Above-market interest on director deferrals (150% of Moody’s Bond Rate) may be viewed as shareholder-unfriendly benefit relative to best-practice norms .
  • Board service load: Concurrent public boards (SWX, CTRI, TMHC, BRY; CXW until May 2025) may pressure time commitments; SWX policy caps other boards at three, subject to exceptions .

RED FLAGS

• Dual directorships across parent/subsidiary and participation in related-party arrangements (Tax Assets Agreement; reserved share program); monitor for recusal protocols and independent committee oversight .
• Above-market deferral interest (150% of Moody’s Bond Rate) on director compensation .
• Temporary exceedance of “no more than three other public boards” guideline during CXW transition; ensure case-by-case exception documentation and workload monitoring .

Appendix: SWX Director Compensation Mechanics

• Equity grant timing and caps: Annual grants in February with immediate vest; under the 2024 Omnibus Incentive Plan, combined director cash + equity capped at $750,000/year ($1,000,000 in first year or for non-executive chair) .
• Deferral features: Directors can defer stock; DSUs accrue dividend equivalents and settle in shares upon board departure .
• Committee meeting volumes (2024): Audit (6), Compensation (3), NCGC (5), STC (4) .