Henry Linginfelter

About Henry P. Linginfelter

Henry P. Linginfelter, age 63, is an Independent Director of Southwest Gas Holdings, Inc. (SWX) serving since 2022. He is a retired Executive Vice President of Southern Company Gas, with deep operating and regulatory experience across safety, construction, customer service, engineering, environmental, gas supply, budgeting, and financial planning. He was selected pursuant to the Company’s Cooperation Agreement with the Icahn Group and brings extensive risk management and industry leadership credentials to the board. He also serves on the board of American Electric Power Company, Inc. (AEP).

Past Roles

External Roles

Board Governance

• Independence: The Board determined Linginfelter has no material relationships with the Company and is independent under NYSE standards. All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.
• Attendance and engagement: In 2024, the Board held five regular and five special meetings; every director attended at least 75% of Board and committee meetings during periods served. All 11 director nominees attended the 2024 Annual Meeting, except Sandoval (not a director then). Independent Directors meet in executive session at every regular Board meeting.
• Committee assignments (2024): Nominating & Corporate Governance Committee (member; 5 meetings); Strategic Transactions Committee (member; 4 meetings). The Strategic Transactions Committee was formed around the Icahn contest and oversees strategic alternatives, including the Centuri IPO and separation; its composition and certain decision approvals are governed by the Cooperation Agreement.

Fixed Compensation

• Structure: Retainer-based cash compensation; no regular per-meeting fees unless meeting counts exceed thresholds; additional retainers for certain committee roles; STC fees capped and discontinued after March 31, 2025.
• 2024 cash components: Annual cash retainer $95,000; Audit and Compensation Chairs $20,000; Nominating Chair $15,000; STC Chair $54,000; STC members $36,000; individual meeting fees only payable when thresholds are exceeded (Board/committee +3; STC >20).
• 2024 actual for Linginfelter: Fees earned in cash $135,950; All other compensation $105 (includes life insurance cost).

Notes:

• Committee cash amounts shown are policy schedules; Linginfelter’s disclosed cash total is $135,950, which reflects applicable retainers and any threshold-based fees in aggregate.

Performance Compensation

• Equity awards: Directors receive fixed-dollar value equity grants that vest immediately, with option to defer. No options are granted; equity is in the form of common stock/DSUs.
• 2024 grant: 2,131 shares; grant date fair value $133,294 based on $62.55 closing price on Feb 22, 2024; Linginfelter’s 2024 stock awards value was $133,294.
• 2025 grant policy: $145,000 fixed dollar value; 2,051 shares granted Feb 20, 2025 under 2024 Omnibus Plan.
• Clawback administration: Company clawback policies are administered by the Compensation Committee (executive-focused; no director-specific performance metrics disclosed).

Other Directorships & Interlocks

• Icahn cooperation dynamics: Linginfelter was selected for the SWX Board under the Cooperation Agreement with the Icahn Group; STC membership and approvals are governed by this agreement, with specified deadlock procedures and designee rights. This structure embeds activist representation into strategic decision-making.

Expertise & Qualifications

• Operating and safety leadership: Senior oversight of operations, safety, construction, engineering, customer service, environmental, and gas supply/control at Southern Company Gas.
• Risk management: Served on Southern Company’s captive insurance board overseeing risk and liability mitigation.
• Regulatory and legislative affairs: Extensive experience; former Chair of Southern Gas Association; AGA Leadership Council member.
• Board rationale: SWX Board cites his natural gas operations, safety, customer service, and risk management experience as key to his nomination.

Equity Ownership

• Ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer in Company stock within five years; all are currently compliant. Hedging and pledging are prohibited.
• Beneficial ownership (as of Mar 3, 2025): 8,159 SWX shares; less than 1% of outstanding; also 7,500 shares of Centuri (CTRI). Includes RSUs vested or vesting within 60 days.
• Deferred director stock awards outstanding (Dec 31, 2024): 4,554 for Linginfelter. No outstanding option awards for directors.

Ownership alignment policies:

• 5x retainer stock ownership guideline; compliant.
• Prohibition on hedging/pledging.

Fixed Compensation (Director Compensation Detail)

Performance Compensation (Director Equity)

Related-Party Transactions & Conflicts

• Centuri IPO reserved share program: The Nominating & Corporate Governance Committee reviewed and approved purchases by directors/officers in Centuri’s reserved share program (5% of IPO shares reserved at $21). Linginfelter’s purchase exceeded $120,000; deemed not inconsistent with Company interests. Program administered by BofA Securities.
• Cooperation Agreement governance: STC composition and approvals tied to Icahn designee rights; certain transactions require STC approval and have deadlock procedures. Activist-linked committee structure is an important governance consideration for investors.

Governance Assessment

• Strengths:

  • Independent director with deep utility operations and risk management background; Board cites his experience in safety, customer service, and risk management as rationale for nomination.
  • Active engagement: Committee memberships on Nominating & Corporate Governance and Strategic Transactions; Board/committee meeting attendance thresholds met; independent director executive sessions at every regular meeting.
  • Alignment policies: Stringent stock ownership guideline (5x retainer) and prohibitions on hedging/pledging; all non-employee directors compliant.

• Watch items:

  • Activist-linked selection and STC governance: Selection under the Icahn Cooperation Agreement and STC structure may concentrate influence over strategic actions; monitor for potential deadlocks or perceived conflicts as STC retains approval rights for certain transactions.
  • Centuri IPO reserved share purchases: Linginfelter’s >$120,000 purchase is approved under Related Person Transactions policy, but investors may view insider participation in affiliate IPOs as a potential optics risk; maintain oversight on continuing Centuri relationships post-separation.

• Compensation mix and signals:

  • Director compensation remains standard retainer plus fixed-value equity; no options or performance-conditioned equity, consistent with governance best practice for board independence. 2025 increases in retainer and equity value reflect benchmarking outcomes by an independent consultant; monitor for pay escalation versus peer norms.

• Independence and conflicts:

  • Board independence reaffirmed; Linginfelter independent under NYSE standards; related transactions reviewed under policy and approved by NCGC.

• Attendance:

  • At least 75% attendance; Board held 10 meetings (5 regular, 5 special). All nominees attended the 2024 Annual Meeting, reinforcing engagement.

RED FLAGS: None acute disclosed specific to Linginfelter; monitor activist-linked governance dynamics via STC and optics around Centuri reserved share participation (> $120k purchase) as potential confidence sensitivities.