Catherine Mazzeo

About Catherine Mazzeo

Catherine M. Mazzeo, 49, serves as Senior Vice President/Chief Legal, Safety and Compliance Officer and Corporate Secretary at Southwest Gas Holdings, Inc. (SWX) and Southwest Gas Corporation (since 2024), after roles as Vice President/General Counsel & Risk, Safety and Compliance Officer (2022–2024) and Managing Counsel (2020–2022) . As Corporate Secretary, she is the designated contact for stockholder meeting matters and leads legal, safety, compliance and governance risk reporting to the Board . Context for performance: the utility reported $2.5 billion in 2024 revenue and $261.2 million net income , and company TSR analysis shows tracking vs. the S&P 1500 Gas Utilities Index with TSR used as a long‑term incentive modifier historically (removed in 2023; scheduled to resume starting in 2025) .

Past Roles

External Roles

No public company external directorships or committee roles are disclosed for Mazzeo in the latest proxy .

Fixed Compensation

Mazzeo is not listed among Named Executive Officers (NEOs) in the 2025, 2024 or 2023 proxy Summary Compensation Tables; individual base salary, target bonus and actual bonus details are not disclosed for her. Company‑level compensation constructs for officers are described below (long‑term equity, ownership guidelines, hedging/pledging policies) .

Performance Compensation

Long‑term incentives for officers utilize PSUs and RSUs with defined metrics, schedules and governance controls.

• RSU vesting schedule: time‑based RSUs vest 40% at year 1, 30% at year 2, and 30% at year 3, subject to continued service .
• PSU structure (Award Agreement example): 50% EPS Units and 50% Utility Net Income Units; PSUs settle in shares upon achievement of goals; no voting rights until settlement; subject to clawback .

• Dividend equivalents accrue on PSUs and are paid only if/when awards vest .
• TSR modifier: Historically, relative TSR vs a peer group could adjust PSU outcomes ±30% (caps applied when absolute TSR negative). Modifier removed for 2023 cycle due to Centuri separation volatility; scheduled to resume starting in 2025 .

Equity Ownership & Alignment

• Officer stock ownership guidelines: Vice Presidents 1× salary; Senior Vice Presidents and above 3×; CEO 5×. If below guideline, officers must retain a portion of net shares from option exercise/RSU/PSU vesting (50% for officers; 75% for CEO). Qualified shares include direct/spousal holdings, EIP/DRIP, earned but unvested RSUs/PSUs .
• Hedging/pledging: Directors and officers are prohibited from pledging company securities, entering hedges, short sales, or derivative transactions; securities cannot be held in margin accounts .
• Clawback: Board‑approved update (Aug 2, 2023) compliant with NYSE/SEC; company may recoup excess incentive compensation paid/granted/earned/vested based on financial reporting measures for three fiscal years preceding a required restatement. Applies to executive officers and covers time‑based RSUs and PSUs, among other incentive types .

Employment Terms

• Change‑in‑Control (CIC) agreements: Southwest Officers have CIC agreements with double‑trigger requirements (CIC event plus qualifying termination) and provide for severance, welfare benefits, outplacement, and award vesting acceleration; severance conditioned on release, confidentiality and non‑disparagement . Award agreements specify no voting rights pre‑settlement, Nevada governing law, disputes resolved by the Committee, and awards subject to clawback .
• Insider trading / compliance: Corporate Secretary function (Mazzeo) administers annual meeting processes and stockholder communications; policies enforce trading windows and prohibitions noted above .

Equity Ownership & Beneficial Holdings

The 2025 proxy discloses beneficial ownership for directors, nominees, NEOs, and “other executive officers” in aggregate; Mazzeo is not individually tabulated among these categories. As of March 3, 2025, all directors and executive officers collectively owned 367,950 SWX shares (0.51% of outstanding), with qualified shares including vested and 60‑day vesting RSUs; individual officer holdings for Mazzeo are not disclosed . Large holders include Icahn (13.41%), BlackRock (12.94%), Vanguard (10.09%), and Corvex (6.64%) as of March 3, 2025 .

Performance & Track Record

• Governance and execution: Mazzeo signs and authorizes numerous SEC filings, including 8‑Ks related to leadership changes, financing agreements, Centuri deconsolidation, and cooperation agreements, evidencing centrality in governance and transaction execution .
• Company performance context: 2024 utility revenue $2.5B; net income $261.2M . TSR analysis in the proxy shows tracking vs gas utilities index and the planned reinstatement of relative TSR modifier beginning in 2025 .

Vesting Schedules and Insider Selling Pressure

• RSUs vest 40/30/30 over three years; PSUs vest upon 3‑year performance completion and settlement in shares; dividend equivalents paid only upon vest .
• Pledging and margin prohibitions reduce forced‑sale risk; retention requirements (50% of net shares if below guidelines) can lead to limited net share availability post‑vesting, potentially moderating insider selling .
• Form 4 transaction data for Mazzeo was not available via the insider‑trades tool during this session (authorization error). Continue monitoring SEC Form 4s for any RSU tax‑withholding sales, PSU settlements, or open‑market transactions.

Compensation Peer Group and Say‑on‑Pay

• Peer group: A 19‑member peer group is used for compensation benchmarking and (historically) for relative TSR modifications; list not provided in the latest proxy .
• Say‑on‑pay: The 2025 proxy describes advisory vote mechanics; specific approval percentages were not detailed in the reviewed sections .

Investment Implications

• Alignment: Strong alignment mechanisms—3× salary ownership guideline for SVPs, retention requirements, robust clawback, and strict hedging/pledging prohibitions—reduce misalignment risk and suggest lower propensity for opportunistic insider sales outside tax/settlement events .
• Incentive structure: PSUs tied to multi‑year EPS, utility net income, and ROE metrics with relative TSR modulation (resuming 2025) promote durable performance; RSU time‑vests enhance retention. Expect periodic vest‑related selling for tax withholding, but margin/pledge bans limit leverage‑driven pressure .
• Retention risk: CIC protections with double‑trigger and accelerated vesting reduce exit risk during strategic transitions; legal/compliance leadership indicates criticality to governance continuity (signatory on major 8‑Ks and agreements) .
• Trading signals: Absence of individually disclosed holdings for Mazzeo constrains direct “skin‑in‑the‑game” assessment; monitor future proxies and Form 4s for updates. Company TSR linkage to incentives may increase equity award realizations if utility fundamentals strengthen post‑Centuri separation .