Brian Sandoval
Southwest Gas HoldingsAbout Brian E. Sandoval
Brian Sandoval, age 61, is a first-time director nominee to the Southwest Gas Holdings (SWX) Board and currently serves as President of the University of Nevada, Reno (since 2020). He is deemed independent under NYSE standards, with extensive legal, regulatory, and governmental leadership experience, including two terms as Nevada Governor and prior roles as U.S. District Court Judge and Nevada Attorney General .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Nevada | Governor (29th) | 2011–2019 | Led state policy, chaired National Governors Association (2017–2018) |
| U.S. District Court (District of Nevada) | Judge | Not stated | Federal judicial oversight |
| State of Nevada | Attorney General | Not stated | State legal leadership |
| Nevada Gaming Commission | Chairman | Not stated | Regulated gaming industry |
| Tahoe Regional Planning Agency | Governing Board member | Not stated | Regional environmental/land-use oversight |
| Nevada Assembly | Member | Not stated | Legislative experience |
| MGM Resorts International | President, Global Gaming Development | 2019–2020 | Corporate development leadership |
| USC Annenberg Center | Senior Fellow | 2020 | Governance/communication policy fellow |
| UNLV Boyd School of Law | Distinguished Fellow of Law and Leadership | 2019–2020 | Academic leadership |
| Coeur Mining, Inc. | Director (prior) | Not stated | Prior public board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scotts Miracle-Gro Company (NYSE: SMG) | Director | Current | Public company board service |
| Economic Development Authority of Western Nevada | Director | Current | Regional economic development |
| Renown Health | Director | Current | Health system governance |
| Resorts World | Director | Current | Hospitality/entertainment governance |
Board Governance
- Independence: Determined independent; all Board committees are composed solely of Independent Directors. Committee assignment for Sandoval to be determined upon election .
- Board structure: Independent Chair (E. Renae Conley); frequent executive sessions of independent directors; all directors stand for annual election .
- Committees: Standing committees include Audit, Compensation, Nominating & Corporate Governance, and Strategic Transactions; 2024 meetings held—Audit (6), Compensation (3), NCG (5), Strategic Transactions (4) .
- Attendance and engagement: In 2024, the Board held five regular and five special meetings; each director met ≥75% attendance thresholds. All 2024 annual meeting attendees included director nominees except Sandoval (not yet a director) .
- Time commitments: Directors expected not to serve on >3 other public company boards and must notify the Chair before accepting new board roles .
Fixed Compensation (Non-Employee Director Framework)
| Component | SWX Practice (2024/2025) | Detail |
|---|---|---|
| Annual cash retainer | $95,000 (2024); $105,000 (2025) | Quarterly payments; no routine meeting fees |
| Committee chair retainers | Audit $20,000; Compensation $20,000; NCG $15,000 (2024) | Strategic Transactions Chair $54,000 (2024) |
| Strategic Transactions Committee member fees | $36,000 (2024) | Fees capped; discontinued after March 31, 2025 |
| Equity grant (annual) | $135,000 (2024); $145,000 (2025) | Granted February; immediate vesting; DSU deferral option |
| Annual grant conversion | 2,131 SWX shares (Feb 22, 2024); 2,051 shares (Feb 20, 2025) | Converted using prior year-end closing price |
| Annual comp cap (director) | $750,000 (or $1,000,000 in start year) | Under 2024 Omnibus Incentive Plan |
| Hedging/pledging | Prohibited for directors | Insider Trading Policy and governance rules |
| Ownership guidelines | 5× annual cash retainer within 5 years | All current non-employee directors in compliance |
Note: As a first-time nominee, Sandoval’s compensation would commence upon election; he is not included in 2024 director compensation payouts shown in the proxy .
Performance Compensation (Director)
| Metric | Status | Notes |
|---|---|---|
| Performance-linked equity/option awards | None disclosed for directors | SWX does not issue director stock options; director equity vests immediately and can be deferred as DSUs |
Other Directorships & Interlocks
- Current public board: Scotts Miracle-Gro (SMG). No SWX-related party transactions disclosed involving Sandoval; independence affirmed by Board review under Item 404 standards .
- Centuri IPO reserved share program and Tax Assets Agreement involved certain directors (Evans, Linginfelter, Mariucci, Haller); Sandoval not listed among participants .
Expertise & Qualifications
- Legal/regulatory, governmental leadership, economic development, and human capital management; experience leading large complex organizations; prior public company board service and service territory knowledge .
Equity Ownership
| Holder | SWX Shares Beneficially Owned | CTRI Shares Beneficially Owned | % SWX Outstanding | % CTRI Outstanding |
|---|---|---|---|---|
| Brian E. Sandoval | — [none] | — [none] | <1% | <1% |
Ownership alignment:
- Stock ownership guidelines (5× retainer within 5 years) will apply upon election; directors may defer equity into DSUs with dividend equivalents; pledging and hedging prohibited .
Governance Assessment
- Strengths: Independent status; deep regulatory and state-level governance background aligned with utility oversight; Board’s robust governance (independent Chair, executive sessions, majority voting policy, active ESG oversight) supports effective oversight during Centuri separation and utility optimization .
- Compensation alignment: Director pay is retainer-based with equity to align with shareholders; increases for 2025 reflect peer benchmarking by an independent consultant; caps mitigate pay escalation risk .
- Conflicts/related parties: No related-party transactions disclosed involving Sandoval; Board independence determinations consider Item 404 relationships, with Sandoval deemed independent .
- Attendance/engagement: Formal orientation and ongoing education; directors met ≥75% attendance in 2024; Sandoval will be subject to these standards post-election .
- RED FLAGS: None disclosed specific to Sandoval. Watchpoints include future committee placement, monitoring external time commitments (SMG board) against SWX’s limit of ≤3 public boards, and potential interlocks; no pledging/hedging permitted .
Company-level investor confidence signals: 2024 say-on-pay received ~98% support; Board maintains clawback policies, anti-hedging, and robust ownership guidelines, reinforcing governance quality .