Carlos Ruisanchez
Southwest Gas HoldingsAbout Carlos A. Ruisanchez
Carlos A. Ruisanchez (age 53) is an independent director at Southwest Gas Holdings, Inc. (SWX) serving since 2022. He co-founded Sorelle Capital/Sorelle Hospitality after senior finance and operating roles in gaming, with prior service as President and CFO of Pinnacle Entertainment and as Senior Managing Director at Bear Stearns. He holds a B.S. in Finance (University of Connecticut) and an MBA (UC Berkeley Haas), and is designated by the Board as an Audit Committee financial expert, reflecting deep finance, regulated-industry and board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Entertainment, Inc. | EVP Strategic Planning & Development; CFO; President & CFO; Director | Joined 2008; CFO (2011); President & CFO (2013); Director (2016); served until sale in 2018 | Led corporate finance, strategy and operations in a highly regulated gaming business |
| Bear Stearns & Co. | Senior Managing Director (Gaming/Lodging/Leisure; sponsor coverage) | 1997–2008 | Advised corporate/sponsor clients on capital markets and transactions |
| Sorelle Capital/Sorelle Hospitality | Co-founder | Post-2018 (after Pinnacle sale) | Investing/operating in hospitality and real estate development ventures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedar Fair Entertainment Company (prior to merger with Six Flags) | Independent Director | Prior to merger (dates not specified) | Compensation Committee member; Audit Committee Chair |
| Current public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee; Nominating & Corporate Governance Committee; Strategic Transactions Committee .
- Audit Committee financial expert designation: Board determined Ruisanchez qualifies under Item 407(d)(5)(ii) (alongside Conley, Evans, Thoman) .
- Committee meeting frequency (2024): Audit (6); Compensation (3); Nominating & Corporate Governance (5); Strategic Transactions (4) .
- Independence: Board annually assesses independence; Ruisanchez determined independent; all standing committee members are independent .
- Attendance: Board held five regular and five special meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors (except Sandoval, not then on Board) attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 135,950 | Includes annual retainer and applicable committee fees; meeting fees only if certain thresholds exceeded |
| Stock Awards (grant-date fair value) | 133,294 | 2,131 SWX shares granted 2/22/2024; immediate vesting, optional deferral |
| All Other Compensation | 105 | Life insurance cost; no options granted |
| Total | 269,349 | Sum of above |
Additional structure changes:
- Annual cash retainer increased from $95,000 (2024) to $105,000 (2025); NCGC Chair retainer +$5,000; annual director equity grant increased by $10,000 beginning 1/1/2025 .
- 2025 equity grant: 2,051 SWX share equivalent per director (fixed $145,000 value) on 2/20/2025 .
Performance Compensation
| Element | Exists? | Metric/Terms |
|---|---|---|
| Performance-based director pay | No | Non-employee director equity vests immediately; no performance metrics or options used in director program |
Other Directorships & Interlocks
| Type | Entity | Relevance/Notes |
|---|---|---|
| Current public company directorships | None | No current external public board roles reduce interlock/conflict risk |
| Prior public company directorships | Cedar Fair Entertainment | Compensation Committee member; Audit Committee Chair (pre-merger) |
| Icahn Cooperation Agreement | Not an Icahn Designee | Icahn Designees: Evans, Linginfelter, Sharma, Teno; Ruisanchez serves on Strategic Transactions Committee alongside designees |
Expertise & Qualifications
- Corporate finance and investment banking leadership in highly regulated industries; utility service territory familiarity .
- Audit Committee financial expert designation by the Board .
- Strategy, transactions and regulated operations experience via Pinnacle Entertainment and Bear Stearns .
Equity Ownership
| Metric | Value |
|---|---|
| SWX shares beneficially owned | 8,738 (<1%) |
| CTRI (Centuri) shares beneficially owned | 5,000 (<1%) |
| Deferred SWX stock units outstanding | None (—) |
| Pledging/Hedging | Prohibited for directors by policy |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors compliant |
Potential Conflicts & Related-Party Exposure
- Related-person transactions: NCGC approved Centuri IPO reserved share purchases for certain directors/executives; not listed for Ruisanchez .
- Tax Assets Agreement with Centuri approved; overlapping directors Evans, Haller, Mariucci—Ruisanchez not a counterparty .
- Insider reporting: No SWX disclosure of delinquent Section 16 filings for Ruisanchez in 2024; one late Form 4 disclosed for CFO Stefani .
Compensation Structure Analysis (Signals)
| Item | 2024 | 2025 | Commentary |
|---|---|---|---|
| Annual cash retainer | $95,000 | $105,000 | Governance-aligned benchmarking; modest retainer increase |
| Equity grant value | $135,000 | $145,000 | Fixed-value equity; immediate vesting; enhances alignment via ownership |
| STC fees | Chair $54,000; Member $36,000 (cap $90,000) | STC fees terminated after 3/31/2025 | STC fee wind-down reduces transaction-focused incentives post-separation |
Governance Assessment
-
Strengths:
- Independent director with Audit Committee financial expert designation; sits on Audit and NCGC (key oversight committees) .
- No disclosed related-party transactions or external public board interlocks currently; reduces conflict risk .
- Solid engagement indicators: Board and committee meeting cadence; board-wide attendance ≥75%; independent Board and committee composition .
- Ownership alignment: Holds SWX shares; director ownership guideline compliance; anti-pledging/hedging policy .
-
Watch items:
- Strategic Transactions Committee involvement amid Icahn Cooperation Agreement—ensure continued robust independent oversight as Centuri separation completes; note STC fee termination post-March 2025 reduces potential incentive distortion .
- Equity grants vest immediately for directors (no performance conditions); alignment relies on ownership guidelines and anti-hedging rather than performance gates .