Karen Haller

About Karen Haller

Karen S. Haller, age 61, is President and Chief Executive Officer of Southwest Gas Holdings, Inc. (SWX) and CEO of Southwest Gas Corporation; she has been a director since 2022 and previously served as Executive Vice President and Chief Legal and Administrative Officer during her 28-year tenure at the company . She holds a B.S. in finance (University of Wyoming) and a J.D. (Cornell Law School) . 2024 performance highlights included consolidated EPS of $2.76, Southwest Gas utility net income of $261.2 million and utility ROE of 8.1%; the company’s TSR-based value of a $100 initial investment rose to $110.90 in 2024 (from $95.87 in 2023) . Say‑on‑pay support was ~98% in 2024, and Haller’s pay mix is strongly at‑risk (83% of target total direct compensation) .

Board service and independence: Haller is the only non‑independent director on SWX’s 11‑member slate and is not a member of any board committee; SWX separates the Chair and CEO roles, with an independent Chair overseeing executive sessions at each regular board meeting . She serves as Chair of Centuri Holdings, Inc.’s board following its 2024 IPO; the board approved related person transactions involving Centuri, including reserved share purchases and a Tax Assets Agreement where Haller and other directors serve on both boards—areas to monitor for dual‑role implications and independence .

Past Roles

External Roles

Fixed Compensation

Multi‑year CEO compensation:

2024 fixed elements and company contributions:

Performance Compensation

2024 annual incentive structure (Holdings officers: Haller and CFO):

2024 long‑term incentives granted:

2022–2024 PSU outcomes (earned in 2024):

Stock vested during 2024:

Equity Ownership & Alignment

Beneficial ownership and outstanding awards:

Deferred compensation and pensions:

Employment Terms

Change‑in‑control (CIC) and post‑termination economics:

Clawback and policies:

• Clawback policy covers excess incentive compensation tied to financial reporting measures for the prior three fiscal years, including time‑based RSUs and PSUs, upon a required accounting restatement; administered by the Compensation Committee .
• Insider Trading Policy prohibits pledging, hedging, derivatives, short sales, and margin accounts for directors/officers .
• Equity grant timing practices avoid grant dates around material nonpublic disclosures; no stock options granted in 2024; SWX does not issue option awards .

Compensation Structure Analysis

• Market benchmarking targets median (50th percentile) for base, total cash, and total direct compensation versus a 19‑company utility peer group; independent consultant Aon advised and found no conflicts .
• At‑risk pay emphasis: 83% of Haller’s targeted TDC was variable in 2024 (annual and long‑term incentives) .
• Performance metrics tightened or recalibrated: Centuri EBITDA/FCF targets were revised to reflect IPO modeling and separation items; annual plan required ≥80% of utility adjusted net income to fund any payout .
• Say‑on‑pay approval ~98% in 2024; no program design changes deemed necessary by the board .

Director Compensation and Board Governance

• Employees receive no SWX director cash/equity compensation; Haller receives Centuri director fees ($146,250 in 2024) and RSUs for her service on Centuri’s board .
• Independent Chair; all committees comprise only independent directors; Haller is not on board committees .
• Board engagement and attendance: the board held 5 regular and 5 special meetings; all directors attended ≥75% of meetings; independent directors meet in executive session at every regular meeting .

Risk Indicators & Related Party Transactions

• Related person transactions approved: director/officer purchases in Centuri IPO reserved share program (including Haller), and a Tax Assets Agreement with Centuri; board evaluated independence and best‑interest criteria .
• No pledging/hedging permitted for directors/officers; options are not used, reducing repricing risk .
• Section 16(a) compliance: one late Form 4 in 2024 by CFO Stefani; no disclosure of late filings for Haller .

Equity Ownership & Alignment Signals

Vesting schedule and potential supply overhang:

Special PSUs tied to Centuri separation (75% tranche) will vest upon a sale or disposition that results in SWX owning <20% of Centuri; spin‑off treatment could partially or completely eliminate vesting per committee discretion—key retention and alignment lever and a separation execution signal .

Investment Implications

• Alignment and retention: Haller’s pay is highly performance‑linked with stringent utility financial and operational metrics; clawback and anti‑pledging policies mitigate misalignment risk .
• Separation incentive: The sizeable special PSU grant tied to completing Centuri separation (<20% ownership) directly aligns CEO incentives to execution timing and structure; monitor board decisions on spin‑off vs. sale given potential vesting elimination or acceleration .
• Near‑term vesting cadence: Material RSU vests in January and Centuri RSU vest in April 2025 may create discretionary selling pressure; continued sizable unvested PSUs reflect multi‑year alignment and performance contingency .
• Governance and independence: SWX’s separation of Chair/CEO, fully independent committees, and high say‑on‑pay support reduce governance risk; dual SWX/CTRI directorships and approved related person transactions merit ongoing monitoring for conflicts as separation completes .
• Performance trajectory: Improvement in TSR value in 2024, steady dividend policy, utility ROE of 8.1%, and cost discipline underpin pay‑for‑performance credibility; watch regulatory outcomes and the impact of Centuri full separation on EPS and incentive frameworks going forward .