Renae Conley
Southwest Gas HoldingsAbout E. Renae Conley
E. Renae Conley, age 67, has served as an independent director since 2022 and is the Chair of the Board. She is CEO of ER Solutions, LLC, with 30+ years in the energy industry, including EVP Human Resources & Administration and Chief Diversity Officer at Entergy (2010–2013), Chairman/President/CEO of Entergy Louisiana and Gulf States Louisiana (2000–2010), prior roles at PSI Energy/Cinergy including President of Cincinnati Gas & Electric, and holds a B.S. in Accounting and an MBA from Ball State University; the Board cites her strong energy background and ESG expertise as core credentials . The Board determined Conley is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Louisiana and Gulf States Louisiana | Chairman, President & CEO | 2000–2010 | Led regulated utility operations; significant legal/regulatory experience |
| Entergy Corporation | EVP Human Resources & Administration; Chief Diversity Officer | 2010–2013 | Corporate functional leadership; culture/ESG |
| PSI Energy/Cinergy (incl. Cincinnati Gas & Electric) | Various leadership roles; President, Cincinnati Gas & Electric | Prior to Entergy | Finance, operations, regulatory affairs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ER Solutions, LLC | Chief Executive Officer | Current | Energy consulting leadership |
| TXNM Energy, Inc. (NYSE: TXNM) | Director | Current | Other public company board service |
| Ball State University | Board of Trustees | Current | Higher-education governance |
Board Governance
- Chair of the Board; reappointed for 2025 subject to reelection; serves as Presiding Director and may represent the Board with investors following consultation with management .
- Committee memberships: Audit Committee member (designated “financial expert”) and Compensation Committee member .
- Independence: Board determined Conley is independent; all Board committees are composed solely of independent directors .
- Attendance and engagement: Board held 5 regular and 5 special meetings in 2024; each director attended at least 75% of Board and assigned committee meetings, and independent directors meet in executive session at every regular meeting, presided by Conley; all nominees (except Sandoval) attended the 2024 Annual Meeting .
- Election results (May 1, 2025 Annual Meeting): For 61,951,236; Withhold 1,016,783; Broker Non-Votes 2,967,775, indicating broad shareholder support .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $199,950 | Includes annual retainer and any applicable chair/committee fees |
| Stock Awards (Grant-Date Fair Value) | $133,294 | 2,131 shares granted on Feb 22, 2024; immediate vesting; valued at $62.55/share under ASC 718 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | — | None reported |
| All Other Compensation | $105 | Company-paid life insurance |
| Total | $333,349 | Sum of above |
Program parameters and recent changes:
- Annual cash retainer increased from $95,000 (2024) to $105,000 (2025); NCGC Chair retainer increased by $5,000; annual director equity grant increased from $135,000 (2024) to $145,000 (2025) .
- Equity grants are fixed-dollar value converted to shares based on prior fiscal year-end close; 2024 grant was 2,131 shares (Feb 22, 2024); 2025 grant was 2,051 shares (Feb 20, 2025) .
- Meeting fees only if meetings materially exceed baseline; Strategic Transactions Committee fees capped and discontinued after March 31, 2025 .
Performance Compensation
| Equity Feature | 2024 | 2025 | Vesting/Deferral | Options |
|---|---|---|---|---|
| Annual equity grant (fixed $) | $135,000 | $145,000 | Vests immediately; directors may defer to DSUs; DSUs accrue notional dividends | Company does not issue option awards to directors |
| Shares granted (equivalent) | 2,131 shares (Feb 22, 2024) | 2,051 shares (Feb 20, 2025) | Deferrals earn interest at 150% Moody’s Bond Rate for cash retainer deferrals under Directors Deferral Plan | — |
Note: Director equity is not performance-based (no PSUs/metrics); vesting is immediate with optional deferral .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|
| TXNM Energy, Inc. (NYSE: TXNM) | Director | Listed in SWX proxy as other public company board; no Item 404 related-person transaction disclosure for Conley in 2024 |
| Ball State University | Trustee | Non-profit service; no conflicts disclosed |
Expertise & Qualifications
- Energy utility leadership spanning operations, finance, legal/regulatory, and human resources; cited ESG expertise .
- Audit Committee financial expert designation per Item 407(d)(5)(ii) .
- Public company governance experience; independent Board leadership as Chair .
Equity Ownership
| Holding | Amount | % of Outstanding | Notes |
|---|---|---|---|
| SWX Common Stock (beneficially owned) | 9,565 | <1% | As of Mar 3, 2025; asterisk denotes <1% in proxy table |
| Centuri (CTRI) Common Stock (beneficially owned) | 5,550 | <1% | As of Feb 24, 2025 |
| Deferred SWX Stock Awards (DSUs outstanding) | 4,554 | n/a | Outstanding deferred stock awards as of Dec 31, 2024 |
| Director Ownership Guidelines | 5× annual cash retainer | n/a | Compliance required within 5 years; all directors currently in compliance |
| Pledging/Hedging | Prohibited | n/a | Company policy forbids pledging/hedging by directors |
Governance Assessment
- Strengths: Independent Chair providing non-executive oversight; Conley also serves on Audit (financial expert) and Compensation Committees, enhancing board effectiveness across financial and pay oversight . Attendance and engagement standards were met; independent directors conduct executive sessions each regular meeting, presided by Conley . Independence confirmed under NYSE standards; committees entirely independent . Election results show strong shareholder support for Conley (61.95M For vs. 1.02M Withhold) .
- Alignment: Director stock ownership guidelines at 5× retainer with full compliance; equity awards are immediate-vesting but may be deferred to DSUs, supporting long-term alignment; pledging/hedging prohibited .
- Risks/Watch items: Conley’s dual role as Board Chair and member of the Compensation Committee concentrates influence across governance and pay; however, the committee is independent and chaired by another director . Director equity is not performance-based (no PSUs), which is typical for directors but offers less performance linkage; oversight mitigated via ownership guidelines and deferral features .
- Conflicts: No related-party transactions disclosed for Conley in 2024; Compensation Committee interlock concerns noted for another director (Mariucci) due to Centuri IPO reserved share purchases, not Conley .
- Shareholder feedback: 2025 say‑on‑pay received 55,808,916 For vs 7,009,090 Against (150,013 Abstain), providing context on investor sentiment toward compensation programs administered by the Compensation Committee .
RED FLAGS: None disclosed specific to Conley (no Item 404 related-party transactions; pledging/hedging prohibited; attendance thresholds met) .