Jane Lewis-Raymond

About Jane Lewis-Raymond

Independent director of Southwest Gas Holdings, Inc. since 2019; age 58. Principal of Hilltop Strategies and retired utility executive with over three decades in the natural gas industry, including Senior Vice President and Chief Legal, Compliance and External Relations Officer at Piedmont Natural Gas; earlier career as an attorney at Parker Poe Adams & Bernstein LLP and Vice President of Regulatory Affairs at the American Gas Association. Education: University of Maryland (undergraduate) and University of Maryland School of Law (Order of the Coif); earned Berkeley Law Executive Education certificate “ESG: Navigating the Board’s Role” in 2021. Other public company board: Unitil Corporation (NYSE: UTL). Board-determined qualifications include legal/regulatory expertise, governance and enterprise risk oversight, pipeline safety, cybersecurity, crisis management, and ESG leadership .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Strategic Transactions Committee .
• Independence: Board determined Lewis-Raymond is independent under NYSE standards; all members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
• Attendance and engagement: 2024 Board held 5 regular and 5 special meetings; each director attended at least 75% of aggregate Board and committee meetings; executive sessions of independent directors at every regular Board meeting .
• Strategic Transactions oversight: STC formed in 2022 in connection with Icahn Group cooperation; STC composition includes Icahn designees with approval rights and deadlock procedures; focus in 2024 on Centuri IPO and separation planning .

Fixed Compensation

• Program structure (2024): Annual cash retainer $95,000; Chair retainers: Audit $20,000, Compensation $20,000, Nominating & Corporate Governance $15,000; Strategic Transactions Committee Chair $54,000; STC members $36,000; meeting fees only when thresholds exceeded (Board/committee meetings exceed regularly scheduled by three or more; STC meetings exceed 20 per year); STC fees capped at $90,000/year and discontinued after March 31, 2025 per Board action in Feb 2025 .
• 2025 increases: Retainer raised to $105,000; NCG Chair +$5,000; annual equity grant value increased by $10,000 (details in Performance Compensation) .
• Deferral program: Cash retainers may be deferred under Directors Deferral Plan at 150% of Moody’s Seasoned Corporate Bond Rate, paid out over 5/10/15/20 years with interest credited at 150% of the five-year average Bond Rate prior to retirement/termination .

Performance Compensation

• Annual equity grants: Fixed dollar value converted to shares based on year-end closing price; equity vests immediately; directors can defer receipt into deferred stock units (DSUs) with notional dividends reinvested .
• Annual equity cap: Under 2024 Omnibus Incentive Plan, combined cash + equity to any non-employee director limited to $750,000/year (or $1,000,000 in commencement year) .

Performance metrics: None disclosed for director equity awards; company does not issue option awards to directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal/regulatory executive with deep gas utility sector experience; governance, enterprise risk, pipeline safety, cybersecurity, and crisis management expertise .
• ESG credentials: Berkeley Law Executive Education certificate in 2021 .
• Public affairs and stakeholder engagement through Keystone Policy Center, Teach For America, and regional education boards .

Equity Ownership

Governance Assessment

• Board effectiveness and independence: Lewis-Raymond is an independent director; chairs the Compensation Committee that administers clawback policies and oversees executive/director pay, with authority to retain independent consultants—supports robust pay governance .
• Engagement and oversight: Active roles on Compensation, Audit, and Strategic Transactions Committees with regular meeting cadence (2024: Comp 3, Audit 6, STC 4); attended at least 75% of aggregate Board/committee meetings; participates in executive sessions framework led by independent chair—indicates meaningful engagement .
• Alignment and incentives: Mix of cash retainer and equity (immediate vesting with optional deferral), DSUs with notional dividends, 5x retainer ownership guideline (compliant), and prohibition on pledging/hedging—positive alignment signals .
• Potential conflicts/RED FLAGS: No related-party transactions disclosed for Lewis-Raymond under Item 404; Compensation Committee interlocks reported as none (except Mariucci IPO participation). STC governance under Cooperation Agreement introduces unique approval/deadlock mechanics but STC fees discontinued after March 31, 2025, reducing potential incentives misalignment tied to STC workload .

Compensation Committee Analysis

• Composition (2024): Lewis-Raymond (Chair), Conley, Mariucci, Sharma, Teno, Thoman; all independent; none served as company officers; authority to employ compensation consultants; administers clawback policies; produced Compensation Committee Report recommending inclusion of CD&A in 2024 Form 10-K and proxy .
• Director pay benchmarking: Independent consultant reviewed peer practices; resulting 2025 increases in cash retainer (+$10k), NCG Chair (+$5k), and equity grant value (+$10k) .