Sector: Utilities
SEMPRA · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2017 with meaningful tenure overlap; SRE's 3-year total return of +47% outperforms the compensation peer group median of +42.3% (gap of +4.7pp), well within the 65pp threshold for a strong-positive-TSR company; no overboarding, attendance, or independence concerns.
Director since 2013; long-tenured independent director with energy consulting background; peer-group TSR gap is +4.7pp vs. the 65pp threshold — no trigger; no other policy flags.
Director since 2024, fewer than 24 months of tenure, making her exempt from the TSR trigger; audit committee financial expert with relevant CEO and biotech finance background; no other flags.
Director since 2023, roughly two to three years of tenure, but the peer-group TSR gap of +4.7pp is far below the 65pp threshold needed to trigger a no-vote; former utility company chairman with directly relevant experience; no flags.
CEO and Chairman since 2018; as an executive director he is subject to the same TSR trigger as all other directors, but SRE's 3-year peer-group outperformance of +4.7pp is well within the 65pp threshold; no independent trigger fires.
Director since 2018; retired midstream CEO with strong energy-sector credentials; peer-group TSR gap of +4.7pp versus the 65pp threshold — no trigger; attendance and independence are satisfactory.
Joined the board March 1, 2025 — fewer than 24 months of tenure, so he is exempt from the TSR trigger; disclosed non-independence due to recent executive service is not on an audit or compensation committee; no other policy flags fire.
Director since 2013; retired KPMG executive serving as Audit Committee Chair and designated financial expert; peer-group TSR gap of +4.7pp is well inside the 65pp threshold; no flags.
Director since 2019 and Lead Independent Director; energy-industry CEO background; peer-group TSR gap of +4.7pp versus 65pp threshold — no trigger; attendance and independence are satisfactory.
Joined the board March 1, 2025 — fewer than 24 months of tenure, so she is exempt from the TSR trigger; investment banking background in natural resources is directly relevant; designated audit committee financial expert.
Director since 2013; retired energy executive with pipeline and utility operations experience; peer-group TSR gap of +4.7pp versus the 65pp threshold — no trigger; no overboarding or attendance flags.
All 11 director nominees receive a FOR vote. Sempra's 3-year total return of +47% outperforms its compensation peer group median of +42.3% by +4.7 percentage points, far below the 65-percentage-point underperformance threshold required to trigger a vote against any director (the threshold for a company with a strong positive absolute 3-year return). Two directors who joined in March 2025 are also exempt from the TSR trigger as they have served fewer than 24 months. No director has overboarding, attendance, independence, or qualifications concerns under the policy.
CEO
Jeffrey W. Martin
Total Comp
$22,245,589
Prior Support
N/A
CEO Jeffrey W. Martin's total reported compensation of approximately $22.2 million is benchmarked against a large, diversified peer group where Sempra's market cap ranks at the 62nd percentile; the company targets the 50th–75th percentile range, so this level is consistent with stated positioning. The pay mix is strongly performance-oriented — the proxy states that 100% of the CEO's long-term equity awards are performance-based (two-thirds in performance stock awards tied to relative total shareholder return and relative earnings-per-share growth, one-third in stock options that only gain value if the share price rises), and the annual bonus paid out at 173% of target driven by above-target financial results ($3.15 billion versus a $2.91 billion target). On the pay-for-performance alignment check, Sempra's 3-year total return of +47% outperforms the peer group median of +42.3% by +4.7 percentage points, meaning above-benchmark variable pay is justified by shareholders experiencing better-than-peer returns. The company also maintains a meaningful clawback policy, prohibits hedging and pledging, and has robust share ownership requirements (8x base salary for the CEO).
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy confirms Deloitte & Touche LLP as auditor and discloses that the lead audit partner was most recently rotated in 2024, which is a positive independence indicator. The auditor fee table was not included in the portions of the filing provided, so the non-audit fee ratio cannot be calculated; however, the absence of disclosed fee data means the non-audit ratio trigger cannot fire under the policy, which requires confirmed data. Deloitte is a Big 4 firm fully appropriate for a large-cap utility of Sempra's size and complexity, and no material restatements are disclosed.
1 proposal submitted by shareholders
Proposal 4
This is a structural governance proposal asking the company to require that its board chairman be an independent director rather than allowing the CEO to also serve as chairman. While independent-chair proposals can be legitimate governance improvements, Sempra has a meaningful mitigant: a robust Lead Independent Director role with clearly defined and expansive powers — including the authority to set board agendas, call special meetings, preside over executive sessions, and engage directly with major shareholders — that substantially replicates the oversight function of a separate independent chairman. Sempra's stock has delivered a 3-year total return of +47%, outperforming its peer group median of +42.3%, which undercuts the argument that the combined CEO-chair structure is harming shareholder value. Without evidence of prior-year vote support that would signal a strong and unresolved shareholder concern, and given the existing Lead Independent Director safeguards, the structural change is not necessary to protect shareholders at this time.
Sempra's 2026 annual meeting ballot presents four proposals: all 11 director nominees receive a FOR vote because the company's stock has outperformed its compensation peer group over three years and no director triggers any policy flag; the auditor ratification of Deloitte & Touche LLP is supported as a Big 4 firm with a recently rotated lead partner and no disclosed red flags; the say-on-pay vote for CEO Jeffrey W. Martin's approximately $22.2 million pay package receives a FOR given strong pay-for-performance alignment, a 100% performance-based long-term incentive structure for the CEO, and above-peer total shareholder returns; and the shareholder proposal requesting an independent board chairman receives an AGAINST vote because Sempra's robust Lead Independent Director role already provides meaningful independent oversight and the company is outperforming its peers.
28 companies disclosed in 2026 proxy filing
