SEMPRA (SRE)
Sector: Utilities
2026 Annual Meeting Analysis
SEMPRA · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with relevant international business and executive leadership experience; Sempra's 3-year price return of 51% is well above the ^GSPC (S&P 500) benchmark, with only a -9.4pp gap against the 65pp threshold required to trigger a no vote; no overboarding, attendance, or independence concerns identified.
Director since 2013 with extensive energy industry expertise as an independent energy consultant; TSR trigger does not apply (gap of -9.4pp vs. 65pp threshold); no overboarding, attendance, or independence concerns identified.
Director since 2024, joined within the past 24 months and is therefore exempt from the TSR trigger; serves as an audit committee financial expert and brings relevant CEO and financial experience; no other concerns identified.
Director since 2023, joined less than 3 years ago and his tenure covers less than the full measurement period; brings deep utility industry experience as former chairman of Ameren Illinois; TSR gap of -9.4pp is far below the 65pp threshold; no concerns identified.
CEO and Chairman since 2018; as an executive director he is subject to the same TSR trigger as all other directors, but Sempra's 3-year price return of 51% results in only a -9.4pp gap vs. the ^GSPC (S&P 500), far short of the 65pp threshold required to trigger a no vote; no overboarding concerns identified.
Director since 2018 with deep energy industry experience as former CEO of Magellan Midstream Partners; TSR trigger does not apply (gap of -9.4pp vs. 65pp threshold); no overboarding, attendance, or independence concerns identified.
Joined the board March 1, 2025, less than 24 months ago and therefore exempt from the TSR trigger; classified as non-independent due to prior executive service at Sempra, but does not serve on any independence-required committee (Audit or Compensation); no other policy concerns identified.
Director since 2013 serving as Audit Committee Chair and designated audit committee financial expert; TSR trigger does not apply (gap of -9.4pp vs. 65pp threshold); no overboarding, attendance, or independence concerns identified.
Director since 2019 and Lead Independent Director with extensive energy sector experience; TSR trigger does not apply (gap of -9.4pp vs. 65pp threshold); no overboarding, attendance, or independence concerns identified.
Joined the board March 1, 2025, less than 24 months ago and therefore exempt from the TSR trigger; brings relevant investment banking and natural resources expertise; designated as an audit committee financial expert; no other policy concerns identified.
Director since 2013 with relevant energy and pipeline industry experience as former EVP of El Paso Corp; TSR trigger does not apply (gap of -9.4pp vs. 65pp threshold); no overboarding, attendance, or independence concerns identified.
All 11 director nominees pass policy screens. Sempra's 3-year stock return of 51% is strongly positive, and the gap vs. the company's ^GSPC (S&P 500) benchmark of -9.4pp is far below the 65pp threshold needed to trigger a no vote under the strong-positive-TSR tier. Two directors (Kirk, Sagara, Weaving) joined within the past 24 months and are exempt from the TSR trigger. Sagara is non-independent but does not sit on independence-required committees. Attendance was 99% in aggregate for 2025. No overboarding, familial relationship, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
Jeffrey W. Martin
Total Comp
$22,245,589
Prior Support
N/A
CEO Jeffrey W. Martin received total compensation of $22,245,589 for 2025. While this is a substantial figure for a large-cap utility CEO, Sempra is a $62.6 billion market cap company and Mr. Martin's pay positioning was disclosed to fall within the third quartile of the company's 28-company compensation peer group, reflecting his long tenure and the company's scale. The pay program is heavily variable and performance-based: roughly three-quarters of the CEO's target pay is at-risk equity and bonus, well above the 50-60% minimum threshold required by policy, and the long-term incentive plan uses rigorous relative TSR and EPS growth metrics with zero payout below the 25th percentile. The 2023-2025 performance stock award cycle paid out at only 35% of target — demonstrating that the incentive structure actually reduces pay when performance falls short — and Sempra's stock delivered a 41% one-year return and 51% three-year return, outperforming the ^GSPC (S&P 500) on a one-year basis by 29 percentage points, providing no basis for a pay-for-performance misalignment concern.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a company of Sempra's size and complexity. The proxy filing does not include an auditor fee table in the excerpted text 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 per policy (do not assume a no vote without confirmed data). The audit committee confirms Deloitte's independence and recently rotated the lead audit partner in 2024, which is a positive governance indicator. No material restatements were disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting an Independent Board Chairman
This proposal asks Sempra to require that its board chairman be an independent director, separate from the CEO role. While separating the chairman and CEO roles can be a meaningful governance improvement in some circumstances, Sempra already has a robust Lead Independent Director structure with clearly defined and comprehensive powers — including authority to set board agendas, call special meetings, communicate with major shareholders, and preside over all executive sessions — which meaningfully mitigates the governance concern that motivates most independent chair proposals. The board is 82% independent, all required committees are 100% independent, and the company has demonstrated active shareholder engagement reaching approximately 50% of outstanding shares. Without evidence of elevated prior-year shareholder support or a specific governance failure that the combined role has caused, the existing Lead Independent Director structure is sufficient and the proposal does not clear the bar for support.
Overall Assessment
Sempra's 2026 annual meeting presents a four-proposal ballot covering director elections, auditor ratification, executive pay, and one stockholder governance proposal. All 11 director nominees pass policy screens given the company's strong positive 3-year stock return and the absence of any overboarding, independence, or attendance concerns; the executive compensation program is heavily performance-based and demonstrates real downside sensitivity; and the existing Lead Independent Director structure is sufficiently robust to vote against the independent chairman proposal.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing