Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | DEFR14A |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 to the Definitive Proxy Statement (the “2024 Proxy Statement”) of Southwest Gas Holdings, Inc. (the “Company”) for the 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 18, 2024 is being filed to amend and restate the 2024 Proxy Statement to add disclosure under the heading “Certain Considerations Related to the Plan” on pages 85 - 86. Other than as set forth above, no other changes have been made to the 2024 Proxy Statement. |
Entity Information [Line Items] | |
Entity Registrant Name | Southwest Gas Holdings, Inc. |
Entity Central Index Key | 0001692115 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Year Summary Compen- sation Table Total for PEO ($) (1) Summary Compensation Table Total for Former PEO ($) (2) Compensation Actually Paid to PEO ($) (1)(5) Compensation Actually Paid to Former PEO ($) (2)(6) Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) Average Compensation Actually Paid to Non-PEO NEOs ($) (3)(7) Value of Initial Fixed $100 Investment Based On: GAAP Consolidated Net Income/(Loss) ($) (9) Utility Adjusted Net Income ($) (10) TSR (8) Peer Group TSR (4) 2023 7,129,341 — 5,840,814 — 2,646,306 2,400,319 95.87 97.20 150,889,000 240,348,000 2022 4,355,798 6,129,727 3,648,614 1,664,481 1,823,386 1,319,319 89.96 104.87 (203,290,000) 177,110,000 2021 — 5,674,579 — 6,424,725 2,139,255 2,303,196 98.48 101.63 200,779,000 182,135,000 2020 — 6,511,777 — 4,293,622 2,499,520 1,790,098 82.51 83.11 232,324,000 149,918,000 | |||
Company Selected Measure Name | utility adjusted net income | |||
Named Executive Officers, Footnote | Amounts shown in this column relate to Ms. Haller, who became CEO of the Company in May 2022 and was CEO throughout 2023. Amounts shown in this column relate to Mr. Hester, who retired as CEO of the Company in May 2022. The non-principal executive officer (“PEO”) NEOs reflected in this column for 2023 were: Messrs. Stefani, Brown, Daily, and Gabe. The non-PEO NEOs reflected in this column for 2022 were: Messrs. Stefani, Peterson, Brown and Daily, and Ms. Williams. The non-PEO NEOs reflected in this column for 2021 and 2020 were: Messrs. Peterson, Daily and DeBonis, and Ms. Haller. | |||
Peer Group Issuers, Footnote | The Company’s peer group for Pay Versus Performance Table purposes is the S&P 1500 Gas Utilities Index, the same index the Company uses for purposes of the stock performance graph in the Company’s Annual Report to Stockholders. | |||
Adjustment To PEO Compensation, Footnote | Compensation Actually Paid (“CAP”) was calculated according to the SEC’s definition of CAP as directed by Item 402(v) of Regulation S-K, and is not the same as compensation received. To calculate CAP to Ms. Haller, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: Year Fair Value Increase of Unvested Awards Granted in Applicable Fiscal Year As of Fiscal Year End ($) Change from Prior Year End Fair Value of Unvested Awards Granted in Prior Fiscal Year to Applicable Fiscal Year End Fair Value ($) Change from Prior Year End Fair Value of Awards Granted in Prior Fiscal Year That Vested in Applicable Fiscal Year to Vesting Date Fair Value ($) Deduction for Stock Awards Column in SCT ($) Deduction for Change in Pension Value in SCT ($) Increase for Service Cost for Pension Plan ($) 2023 3,142,573 424,764 (323,808) (2,991,259) (1,591,491) 50,694 2022 2,672,255 (131,245) (297,267) (2,921,572) (93,225) 63,870 CAP was calculated according to the SEC’s definition of CAP as directed by Item 402(v) of Regulation S-K, and is not the same as compensation received. To calculate CAP to Mr. Hester, the former PEO, the following amounts were deducted from and added to SCT total compensation: Year Fair Value Increase of Unvested Awards Granted in Applicable Fiscal Year As of Fiscal Year End ($) Fair Value Increase of Awards Granted in Applicable Fiscal Year that Vested in Applicable Fiscal Year as of Vesting Date ($) Change from Prior Year End Fair Value of Unvested Awards Granted in Prior Fiscal Year to Applicable Fiscal Year End Fair Value ($) Change from Prior Year End Fair Value of Awards Granted in Prior Fiscal Year That Vested in Applicable Fiscal Year to Vesting Date Fair Value ($) Deduction for Awards Forfeited During Applicable Fiscal Year ($) Deduction for Stock Awards Column in SCT ($) Deduction for Change in Pension Value in SCT ($) 2022 268,639 784,294 (202,244) (887,742) (1,613,185) (2,815,007) — 2021 3,534,898 — 459,881 58,423 — (2,921,469) (381,587) 2020 2,279,181 — (242,928) (197,723) — (2,558,720) (1,497,964) | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,646,306 | $ 1,823,386 | $ 2,139,255 | $ 2,499,520 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,400,319 | 1,319,319 | 2,303,196 | 1,790,098 |
Adjustment to Non-PEO NEO Compensation Footnote | CAP was calculated according to the SEC’s definition of CAP as directed by Item 402(v) of Regulation S-K, and is not the same as compensation received. To calculate average CAP to the non-PEO NEOs, the following amounts were deducted from and added to average SCT total compensation: Year Average Fair Value Increase of Unvested Awards Granted in Applicable Fiscal Year As of Fiscal Year End ($) Average Change from Prior Year End Fair Value of Unvested Awards Granted in Prior Fiscal Year to Applicable Fiscal Year End Fair Value ($) Average Change from Prior Year End Fair Value of Awards Granted in Prior Fiscal Year That Vested in Applicable Fiscal Year to Vesting Date Fair Value ($) Average Deduction for Awards Forfeited During Applicable Fiscal Year ($) Average Deduction for Stock Awards Column in SCT ($) Average Deduction for Change in Pension Value in SCT ($) Average Increase for Service Cost for Pension Plan ($) 2023 1,163,800 69,371 (230,597) (1,038,650) (254,334) 44,425 2022 842,425 (51,419) (232,109) (39,754) (1,076,123) — 52,913 2021 881,896 109,394 29,838 — (753,874) (153,986) 50,673 2020 551,533 (56,154) (19,625) — (639,270) (590,334) 44,429 | |||
Compensation Actually Paid vs. Total Shareholder Return | CAP Versus Company TSR As shown on the graphs below, as the Company’s absolute TSR increases and decreases, so does CAP to the PEO and non-PEO NEOs. The Company does not use Company absolute TSR as a measure to determine compensation levels or incentive plan payouts. Rather, relative TSR using the TSR for the 19-member peer group created for compensation benchmarking purposes was used as a modifier to increase or decrease long-term incentive payouts by up to 30% in 2020, 2021, and 2022. In 2023, the Company’s Compensation Committee decided to remove the relative TSR modifier due to the volatility of the Company’s stock price related to the anticipated separation of Centuri. When the Centuri separation is completed, the Compensation Committee plans to review use of the TSR modifier again. | |||
Compensation Actually Paid vs. Net Income | CAP Versus GAAP Consolidated Net Income/(Loss) As shown in the graphs below, CAP to the PEO and non-PEO NEOs does not move consistently with GAAP consolidated net income/loss. The Company does not use GAAP consolidated net income to determine compensation levels or incentive plan payouts, but instead uses utility adjusted net income as a financial metric in both the annual and long-term incentive programs for Ms. Haller and Messrs. Stefani, Brown, and Gabe. For Mr. Daily, Centuri free cash flow is the financial metric used to determine annual and long-term incentive plan payouts. For more information on the Company’s use of utility adjusted net income in its annual and long-term incentive programs, see “Executive Compensation - Compensation Discussion and Analysis - Details of Compensation Program” above. | |||
Compensation Actually Paid vs. Company Selected Measure | CAP Versus Utility Adjusted Net Income As shown on the graphs below, utility adjusted net income and CAP to the PEO and non-PEO NEOs move fairly consistently. Utility adjusted net income is the company-selected measure because it is the most important single-year financial performance measure used by the Company to link CAP to Company performance for 2023. It is most important because it is the single-year financial measure that is the most heavily weighted to determine annual incentive compensation payouts for each of the utility NEOs. Utility adjusted net income performance determines 40% of annual incentive compensation payouts for the utility officers and 30% of the annual incentive compensation payouts for Company NEOs. Using utility adjusted net income, rather than GAAP net income, is appropriate for the Company’s compensation program because the adjustments are used to help ensure comparability year over year and generally reflect items that are outside the control of management or are otherwise special, non-recurring items. For more information on the Company’s use of utility adjusted net income in the annual incentive program, and how this non-GAAP measure is calculated, see “Executive Compensation - Compensation Discussion and Analysis - Details of Compensation Program” above. | |||
Total Shareholder Return Vs Peer Group | Company TSR Versus S&P 1500 Gas Utilities Index TSR As shown on the graph below, the Company’s TSR tracked consistently with the S&P 1500 Gas Utilities Index TSR in both positive and negative directions in 2020 and 2021, but varied in 2022, and began to track consistently again for 2023. | |||
Tabular List, Table | Most Important Performance Measures Most Important Performance Measures Most Important Performance Measures Ms. Haller and Mr. Stefani Messrs. Brown and Gabe Mr. Daily 3-year Adjusted EPS 3-year Average Utility ROE Centuri Enterprise Value 3-year Average Utility ROE Utility Adjusted Net Income Centuri Safety Utility Adjusted Net Income Utility Safety Centuri Free Cash Flow Centuri Free Cash Flow Utility Productivity Utility Safety Utility Customer Satisfaction Utility Productivity Utility Customer Satisfaction | |||
Total Shareholder Return Amount | $ 95.87 | 89.96 | 98.48 | 82.51 |
Peer Group Total Shareholder Return Amount | 97.20 | 104.87 | 101.63 | 83.11 |
Net Income (Loss) | $ 150,889,000 | $ (203,290,000) | $ 200,779,000 | $ 232,324,000 |
Company Selected Measure Amount | 240,348,000 | 177,110,000 | 182,135,000 | 149,918,000 |
PEO Name | Ms. Haller | |||
Additional 402(v) Disclosure | As required by Item 402(v)(2)(iv) and Item 201(e) of Regulation S-K, the Company’s cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (assuming dividend reinvestment) and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. Net income/loss in this column is the Company’s GAAP consolidated net income/loss reflected in the Company’s audited financial statements for the applicable year. | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Non-GAAP Measure Description | The Company-Selected Measure is utility adjusted net income, which is a non-GAAP measure. For a description of the adjustments made to utility net income to arrive at utility adjusted net income, see “Executive Compensation - Compensation Discussion and Analysis - Details of Compensation Program” above. | |||
Haller [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 7,129,341 | $ 4,355,798 | $ 0 | $ 0 |
PEO Actually Paid Compensation Amount | 5,840,814 | 3,648,614 | 0 | 0 |
Hester [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | 0 | 6,129,727 | 5,674,579 | 6,511,777 |
PEO Actually Paid Compensation Amount | $ 0 | 1,664,481 | 6,424,725 | 4,293,622 |
Ms. Haller and Mr. Stefani [Member] | Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Adjusted Net Income | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | 3-year Adjusted EPS | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | 3-year Average Utility ROE | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Safety | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Productivity | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Customer Satisfaction | |||
Ms. Haller and Mr. Stefani [Member] | Measure:: 7 | ||||
Pay vs Performance Disclosure | ||||
Name | Centuri Free Cash Flow | |||
Messrs, Brown and Gabe [Member] | Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Adjusted Net Income | |||
Messrs, Brown and Gabe [Member] | Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | 3-year Average Utility ROE | |||
Messrs, Brown and Gabe [Member] | Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Safety | |||
Messrs, Brown and Gabe [Member] | Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Productivity | |||
Messrs, Brown and Gabe [Member] | Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | Utility Customer Satisfaction | |||
Daily [Member] | Measure:: 7 | ||||
Pay vs Performance Disclosure | ||||
Name | Centuri Free Cash Flow | |||
Daily [Member] | Measure:: 8 | ||||
Pay vs Performance Disclosure | ||||
Name | Centuri Enterprise Value | |||
Daily [Member] | Measure:: 9 | ||||
Pay vs Performance Disclosure | ||||
Name | Centuri Safety | |||
PEO | Haller [Member] | Equity Awards Granted During the Year, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 3,142,573 | 2,672,255 | ||
PEO | Haller [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 424,764 | (131,245) | ||
PEO | Haller [Member] | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (323,808) | (297,267) | ||
PEO | Haller [Member] | Stock Awards Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (2,991,259) | (2,921,572) | ||
PEO | Haller [Member] | Change In Pension Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,591,491) | (93,225) | ||
PEO | Haller [Member] | Adjustment, Inclusion Of Pension Service Cost [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 50,694 | 63,870 | ||
PEO | Hester [Member] | Equity Awards Granted During the Year, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 268,639 | 3,534,898 | 2,279,181 | |
PEO | Hester [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (202,244) | 459,881 | (242,928) | |
PEO | Hester [Member] | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (887,742) | 58,423 | (197,723) | |
PEO | Hester [Member] | Stock Awards Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (2,815,007) | (2,921,469) | (2,558,720) | |
PEO | Hester [Member] | Change In Pension Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | (381,587) | (1,497,964) | |
PEO | Hester [Member] | Equity Awards Granted During the Year, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 784,294 | 0 | 0 | |
PEO | Hester [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,613,185) | 0 | 0 | |
Non-PEO NEO | Equity Awards Granted During the Year, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,163,800 | 842,425 | 881,896 | 551,533 |
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 69,371 | (51,419) | 109,394 | (56,154) |
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (230,597) | (232,109) | 29,838 | (19,625) |
Non-PEO NEO | Stock Awards Adjustment [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,038,650) | (1,076,123) | (753,874) | (639,270) |
Non-PEO NEO | Change In Pension Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (254,334) | 0 | (153,986) | (590,334) |
Non-PEO NEO | Adjustment, Inclusion Of Pension Service Cost [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 44,425 | 52,913 | 50,673 | 44,429 |
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (39,754) | $ 0 | $ 0 |