Ruby Sharma
Southwest Gas HoldingsAbout Ruby Sharma
Ruby Sharma, age 58, is an independent director of Southwest Gas Holdings (SWX), serving since 2022. She is a former Partner at EY where she founded and led EY’s Center for Board Matters, and previously served as Managing Partner at RNB Strategic Advisors; she is a Fellow Chartered Accountant (ICAEW) with extensive accounting, auditing, fraud investigations, and corporate governance expertise. She was nominated pursuant to the Company’s Cooperation Agreement with the Icahn Group, reflecting activist-driven board refreshment. Current SWX committee assignments: Compensation Committee and Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY LLP (Ernst & Young) | Partner; Founder/Leader, Center for Board Matters; Fraud Investigations & Dispute Services | 2002–2017 | Built governance capability serving boards and C-suite; audit/forensic expertise |
| RNB Strategic Advisors | Managing Partner | 2018–2022 | Strategic advisory for governance/board matters |
| Arthur Andersen LLP | Senior Manager, Forensic & Litigation Services | 1999–2002 | Forensic investigations; governance risk focus |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ATI, Inc. (NYSE: ATI) | Director | Current | Public company directorship |
| SoundThinking, Inc. (NASDAQ: SSTI) | Director | Current | Public company directorship |
| S&C Electric Company (Private) | Director | Current | Private board |
| Bowflex, Inc. (formerly Nautilus, Inc.) | Director | Former | Prior public company board |
Board Governance
- Independence and nomination: SWX Board determined Sharma is independent under NYSE standards; she is one of the Icahn Designees under the Cooperation Agreement (activist settlement) and was nominated for election with that designation.
- Committees: Member, Compensation Committee (3 meetings in 2024); Member, Nominating & Corporate Governance Committee (5 meetings in 2024). She is not listed on the Strategic Transactions Committee.
- Attendance and engagement: In 2024, the Board held five regular and five special meetings; every director met at least 75% attendance of Board and assigned committees; independent directors meet in executive session with each regular meeting.
- Board leadership: Independent Chair (E. Renae Conley); all committees composed solely of independent directors.
- Say-on-pay signal: 2024 say‑on‑pay support ~98%, indicating strong investor confidence in compensation oversight by the Compensation Committee (of which Sharma is a member).
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer (policy) | $95,000 | Retainer-based model; no standard per‑meeting fees unless meeting count thresholds exceeded |
| 2024 | Cash actually received (Fees Earned) | $99,950 | As reported for Sharma in 2024 Director Compensation Table |
| 2024 | Committee chair/member fees | $0 | No chair roles; Strategic Transactions Committee fees only for its members (not Sharma) |
| 2025 | Annual cash retainer (policy) | $105,000 | Effective 2025 per Compensation Committee adjustments |
- Meeting fee policy: Per‑meeting fees only apply if Board/committee meetings exceed thresholds; Strategic Transactions Committee (STC) had separate fees in 2024, capped and discontinued after March 31, 2025.
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 | Feb 22, 2024 | Stock award (DSU/stock) | 2,131 | $133,294 | Vests immediately; directors may defer to DSUs | Valued at $62.55 close on grant date |
| 2025 | Feb 20, 2025 | Stock award (DSU/stock) | 2,051 | $145,000 | Vests immediately; directors may defer to DSUs | 2025 program increased fixed equity value |
- Options: Company does not issue option awards to directors.
- Deferral: Directors can defer equity into deferred stock units (DSUs); DSUs accrue notional dividends and convert to shares upon board departure.
- Clawback governance: The Compensation Committee (on which Sharma serves) administers clawback policies for incentive compensation; the Board updated the policy in 2023 to comply with SEC/NYSE rules.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed for Sharma in 2024; only one committee member (not Sharma) had an Item 404‑reportable transaction related to Centuri’s IPO reserved share program. |
| Related person transactions | No transactions involving Sharma disclosed under the Company’s Related Persons Transactions Policy. |
Expertise & Qualifications
- Accounting/audit and forensic investigations background; Fellow of ICAEW; frequent speaker/author on corporate governance and audit committee practices—aligns with Board oversight of financial reporting, risk, and governance.
- Governance credentials: Led EY’s Center for Board Matters; active on governance oversight committees (Compensation; Nominating & Corporate Governance).
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| SWX beneficial ownership (shares) | 7,593 | Mar 3, 2025 | Includes shares vested and those vesting within 60 days |
| Centuri (CTRI) ownership | — | Feb 24, 2025 | No CTRI shares listed for Sharma in table |
| Deferred director stock awards outstanding (Company) | 4,554 | Dec 31, 2024 | Outstanding deferred stock units under director program |
| Ownership guidelines | 5x annual cash retainer within five years; all non‑employee directors in compliance | Policy | Directors prohibited from pledging and hedging Company stock |
Pledging/hedging: Prohibited for directors and officers, supporting alignment and reducing collateral risk.
Insider Trades (Forms 4/5)
| Filing Date | Type | Transaction Date | Security | Action | Quantity | Price/Value | Source |
|---|---|---|---|---|---|---|---|
| Feb 26, 2024 | Form 4 | Feb 22, 2024 | SWX | Director equity grant | 2,131 | $62.55 ($133,294 total) | Company proxy details and Form 4 confirmation |
| Feb 24, 2025 | Form 4 | Feb 20, 2025 | SWX | Director equity grant | 2,051 | $145,000 fixed value program | SEC EDGAR index (filing 0001692115-25-000057) and Form 4 XML |
Governance Assessment
- Strengths
- Independent director with deep audit/forensic and governance expertise; serves on Compensation and Nominating & Corporate Governance committees—key levers for board effectiveness and oversight.
- Strong engagement indicators: all directors met ≥75% attendance; committees active (Comp: 3 meetings; NCGC: 5); Board held 10 meetings in 2024 including specials; frequent executive sessions of independent directors.
- Alignment mechanisms: immediate-vested equity with optional deferral to DSUs; robust director stock ownership guideline (5x retainer) with full compliance; prohibition on pledging/hedging.
- Positive investor signal: ~98% say‑on‑pay approval in 2024 under the Compensation Committee’s oversight.
- Watch items / potential conflicts
- Icahn Designee status under the Cooperation Agreement signals activist influence; beneficial for accountability but merits monitoring for strategic transactions and independence in contested matters.
- Multiple outside directorships (ATI, SSTI) do not indicate disclosed related‑party exposure with SWX; continue monitoring for any supplier/customer ties or emerging interlocks.
- Overall view
- Governance profile supportive of investor confidence: independent status, relevant expertise, solid engagement, ownership alignment, and absence of related‑party concerns or pledging. Continued oversight is warranted around activist‑related dynamics and strategic transaction decisions.