SoCalGas Announces Board and Executive Compensation Changes
Ticker: SOCGM · Form: 8-K · Filed: Jan 16, 2025 · CIK: 92108
| Field | Detail |
|---|---|
| Company | Southern California Gas Co (SOCGM) |
| Form Type | 8-K |
| Filed Date | Jan 16, 2025 |
| Risk Level | low |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $470,000, $220,640 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, executive-compensation, board-changes
TL;DR
SoCalGas shakes up board, adjusts exec pay. Big changes coming?
AI Summary
Southern California Gas Company announced on January 14, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain directors and the election of new ones, alongside updates to the compensatory arrangements for its named executive officers.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy, governance, and financial priorities, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing reports routine corporate governance changes and executive compensation adjustments, which typically carry low immediate risk.
Key Players & Entities
- Southern California Gas Company (company) — Registrant
- January 14, 2025 (date) — Date of earliest event reported
- January 16, 2025 (date) — Filing date
- 555 West 5th Street, Los Angeles, California 90013 (address) — Principal executive offices
FAQ
What specific reasons were given for the departure of directors?
The filing indicates changes in directors but does not specify the reasons for their departure in the provided text.
Who are the newly elected directors?
The filing mentions the election of directors but does not list their names in the provided text.
What are the key changes in the compensatory arrangements for officers?
The filing states that there are updates to compensatory arrangements but does not detail the specific changes in the provided text.
When did these board and compensation changes become effective?
The earliest event reported is dated January 14, 2025, suggesting this is the effective date for the reported changes.
Is this filing related to any specific regulatory event or investigation?
The filing is a Current Report (Form 8-K) filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, indicating routine disclosure rather than a specific regulatory event.
Filing Stats: 735 words · 3 min read · ~2 pages · Grade level 14.6 · Accepted 2025-01-16 17:00:10
Key Financial Figures
- $470,000 — annual base salary will be increased to $470,000 and the target value of his performance
- $220,640 — would have a total grant date value of $220,640 divided equally among (i) service-based
Filing Documents
- socalgas-20250114.htm (8-K) — 28KB
- socalgas-20250114_g1.jpg (GRAPHIC) — 103KB
- 0000092108-25-000003.txt ( ) — 390KB
- socalgas-20250114.xsd (EX-101.SCH) — 2KB
- socalgas-20250114_lab.xml (EX-101.LAB) — 19KB
- socalgas-20250114_pre.xml (EX-101.PRE) — 11KB
- socalgas-20250114_htm.xml (XML) — 2KB
From the Filing
socalgas-20250114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2025 Date of Report (Date of earliest event reported) Southern California Gas Company (Exact name of registrant as specified in its charter) California 1-01402 95-1240705 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 555 West 5th Street , Los Angeles , California 90013 (213) 244-1200 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 16, 2025, the Board of Directors (the "Board") of Southern California Gas Company (the "Company"), a subsidiary of Sempra, appointed Rodger Schwecke (64) to serve as the chief operating officer of the Company, effective March 1, 2025. On January 14, 2025, Jimmie I. Cho, currently the chief operating officer of the Company, provided notice that he will retire on March 1, 2025, after more than 33 years of service with the Company. Mr. Schwecke has served as senior vice president and chief infrastructure officer since November 2020 and previously served as senior vice president of gas operations and construction from April 2019 to November 2020 and in numerous other roles for over 41 years of service with the Sempra family of companies. In connection with his appointment as chief operating officer of the Company, Mr. Schwecke's annual base salary will be increased to $470,000 and the target value of his performance-based cash bonus award will be increased to 60% of his annual base salary, in each case effective March 1, 2025. The Compensation Committee of the Board will also recommend to the Compensation and Talent Development Committee of the Sempra Board of Directors that (i) the target value of Mr. Schwecke's annual long-term equity-based incentive awards scheduled to be granted on the first trading day of January beginning in 2026 be increased to 160% of his annual base salary, and (ii) a special long-term equity-based incentive award be granted to Mr. Schwecke on or about April 1, 2025. The special long-term equity-based incentive award would have a total grant date value of $220,640 divided equally among (i) service-based restricted stock units, (ii) performance-based restricted stock units with a performance measure based on total shareholder return and (iii) performance-based restricted stock units with a performance measure based on earnings per share growth, and would otherwise mirror the performance and service periods and other terms and conditions of the annual long-term equity-based incentive award granted to Mr. Schwecke on January 2, 2025, which is generally consistent with the description of annual awards included in " Compensation Discussion and Analysis – Compensation Components – Long-Term Equity-Based Incentives " in the Company's Information Statement filed with the Securities and Exchange Commission on April 25, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHERN CALIFORNIA GAS COMPANY, (Registrant) Date: January 16, 2025 By: /s/ Sara P. Mijares Sara P. Mijares Vice President, Controller and Chief Accounting Officer