Leslie Thornton
Southwest Gas HoldingsAbout Leslie T. Thornton
Independent director at Southwest Gas Holdings, Inc. (SWX) since 2019; age 66. Former Senior Vice President, General Counsel & Corporate Secretary and Merger Transition Counsel at WGL Holdings/Washington Gas (retired 2018). J.D., Georgetown University Law Center (Adjunct Professor); LL.M. in National Security Law with a cybersecurity focus; B.A., University of Pennsylvania. Core credentials: utility-industry senior executive; deep legal/regulatory, corporate governance, and critical infrastructure cybersecurity/data protection expertise; frequent governance/cyber speaker; NACD Board Leadership Fellow.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| WGL Holdings, Inc. & Washington Gas Light Company | Senior Vice President, General Counsel & Corporate Secretary; Merger Transition Counsel | Until retirement in 2018 | Led legal, corporate governance, M&A transition; utility-industry executive experience leveraged on SWX board |
| U.S. Department of Education | Chief of Staff to the U.S. Secretary of Education | Not disclosed | Federal executive experience; public policy insight |
| Executive Office (1996 Presidential Debates) | Deputy Advisor, 1996 Presidential Debates (Clinton Administration) | 1996 | Public affairs, high-stakes communications |
| National law firms (Washington, D.C.) | Law firm partner (two national firms) | Not disclosed | Corporate transactions, compliance/governance leadership |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Perdoceo Education Corporation (NASDAQ: PRDO) | Independent Director | Current | Public company board experience; committees not disclosed here |
| Georgetown University Law Center | Adjunct Professor | Current | Legal education; governance/cyber teaching |
| D.C. Public Defender | Board of Trustees | Current | Public service/governance |
| Association of Corporate Counsel Leadership Academy | Advisory Board | Current | Corporate counsel leadership development |
| Aiden Technologies, Inc. (private) | Advisory Board | Current | Cyber/technology advisory |
| National Association of Corporate Directors | Board Leadership Fellow | Current | Board governance credentials |
Board Governance
- Committee assignments (2024): Audit Committee Member; Nominating & Corporate Governance Committee (NCGC) Chair; not on Compensation or Strategic Transactions Committees. Audit met 6x in 2024; NCGC met 5x.
- Independence: Board determined Ms. Thornton is independent; all Audit, Compensation, and NCGC members are independent.
- Attendance and engagement: In 2024, each director attended at least 75% of Board and committee meetings; all 2024 director nominees attended the 2024 Annual Meeting (except Mr. Sandoval, not yet a director). Independent directors meet in executive session at each regular Board meeting.
- Board leadership: Independent Chair (E. Renae Conley); separate Chair/CEO roles; frequent executive sessions. Majority Voting Policy requires tendered resignation after a “Majority Withheld Vote.”
- ESG oversight: As NCGC Chair, oversees ESG policies/practices and related compliance.
- Audit Committee financial expert designation: Board-designated financial experts were Conley, Evans, Ruisanchez, Thoman (Thornton not designated).
Fixed Compensation
Non-employee director compensation structure and Ms. Thornton’s 2024 compensation.
- Program (selected elements):
- Annual cash retainer: $95,000 for 2024; increased to $105,000 for 2025.
- Committee chair retainers (2024): Audit $20,000; Compensation $20,000; NCGC $15,000; Strategic Transactions Chair $54,000; STC members $36,000. NCGC Chair retainer increased by $5,000 beginning 1/1/2025; STC chair/member fees cease after 3/31/2025. Meeting fees only if meetings exceed thresholds; STC fees capped.
- Deferrals: Cash retainers may be deferred under the Directors’ Deferral Plan; balances earn interest at 150% of Moody’s Seasoned Corporate Bond Rate; fixed multi-year payout upon separation.
| Leslie T. Thornton — 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $114,950 |
| Stock Awards (fair value) | $133,294 |
| Change in Pension Value & Above-Market Deferred Comp Interest | $13,443 |
| All Other Compensation | $105 |
| Total | $261,792 |
Notes:
- 2024 annual director equity grant was 2,131 SWX shares on Feb 22, 2024 (immediately vested; deferrable). Fair value methodology per ASC 718.
Performance Compensation
Directors do not receive performance-based incentives; equity grants are fixed-dollar, immediately vesting stock awards with optional deferral.
| Director Equity Grant Details | 2024 | 2025 |
|---|---|---|
| Fixed equity grant value | $135,000 | $145,000 |
| Grant date and shares | Feb 22, 2024: 2,131 shares | Feb 20, 2025: 2,051 shares |
| Vesting | Immediate upon grant; optional deferral into DSUs | Immediate upon grant; optional deferral into DSUs |
| Dividends on deferred units | Credited as notional dividends into additional DSUs | |
| Annual cap | Non-employee director total comp cap $750,000 ($1,000,000 in first-year service) under 2024 Omnibus Plan |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Perdoceo Education Corporation | PRDO | Independent Director | No SWX-related interlocks disclosed in proxy. |
- Related-party transactions: Proxy discloses certain Centuri-related transactions (reserved share program; tax assets agreement) involving other directors; none involved Ms. Thornton. As NCGC Chair, she oversees related-person transaction reviews under policy.
Expertise & Qualifications
- Legal/regulatory, corporate governance, and utility-industry executive experience; cybersecurity/data protection expertise (LL.M.)
- Public affairs leadership and government service background (Chief of Staff, U.S. Dept. of Education; Presidential Debate advisory)
- Board governance credentials (NACD Board Leadership Fellow); frequent governance/cyber speaker
- ESG oversight via NCGC Chair role
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| SWX common stock | 15,248 shares | <1% | As of March 3, 2025; includes shares vesting within 60 days. |
| Centuri Holdings, Inc. (CTRI) common stock | 1,000 shares | <1% | As of Feb 24, 2025; for Centuri holdings disclosure date per proxy table. |
| Director deferred SWX stock awards (units) | 8,647 units | N/A | Director deferred stock awards outstanding at 12/31/2024. |
Ownership alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; all non-employee directors are in compliance.
- Anti-pledging/anti-hedging: Directors prohibited from pledging or hedging SWX stock; no margin accounts.
Governance Assessment
- Strengths
- Independent director; NCGC Chair overseeing board composition, independence reviews, ESG, and related-party transactions—key levers for governance quality.
- Active engagement: met attendance thresholds; independent chair structure with frequent executive sessions enhances oversight.
- Compensation alignment: mix of cash retainer and equity; equity immediately vests but ownership guidelines, deferral options, and anti-hedging/pledging policies support alignment.
- No related-party transactions disclosed involving Ms. Thornton; no Section 16 delinquency noted for her (only a late Form 4 for CFO Stefani).
- Potential watch items
- Not designated as “audit committee financial expert” (though an Audit Committee member); continue to monitor collective financial expertise coverage.
- Director equity vests immediately (common across utilities), which slightly reduces holding-period incentive versus time-based vesting; mitigated by ownership guidelines and DSU deferral.
- Investor sentiment signal
- Say-on-Pay support at ~98% in 2024 and described shareholder engagement suggest solid governance credibility with investors.