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Dear fellow shareholders:

We are pleased to invite you to our 2024 Annual Shareholders Meeting. The meeting is on Thursday, May 9, 2024, at 9 a.m., Pacific Time and will be held virtually. The accompanying proxy information describes how to participate and the matters to be voted on at the meeting.

Looking back on 2023, we celebrated Sempra’s 25th anniversary, highlighting our notable achievements and innovation in serving our shareholders, customers and many other stakeholders—all while outperforming our peer group in delivering superior total shareholder returns since our inception. Sempra has excelled over the past quarter of a century in part by serving large growing markets with a targeted focus on energy infrastructure investments that produce quality returns with moderated risk. Importantly, the business decisions we have made over this time period have strategically positioned the company to benefit from important investment trends relating to electrification and decarbonization.

With confidence in our strategy, we approach the future with great optimism.

The continued execution of our sustainable business strategy starts with responsible governance and strong independent oversight by our Board of Directors. As part of its ongoing strategic dialogue with management, the board is focused on delivering near-term business outcomes, while simultaneously building a stronger and more resilient future business model across Sempra’s three growth platforms—Sempra California, Sempra Texas and Sempra Infrastructure.

Through our thoughtful board refreshment process, we have assembled a group of directors with the skills, experience and qualifications to effectively oversee Sempra’s strategy and deliver shareholder value. We consider this an ongoing process that involves both thoughtful refreshment and continuing board education. In 2023, this process resulted in the appointment of Richard J. Mark, the former chairman and president of Ameren Illinois, who is up for election by Sempra shareholders for the first time this year. Over the last few months, we have already benefited from Richard’s 20 years of experience in electric and gas utility operations, customer service, public policy and regulation, as well as broad knowledge and experience with safety and reliability programs.

Our excitement for the year ahead stems from the Sempra family of companies’ talented and dedicated workforce of more than 20,000 employees bound by a common set of values—do the right thing, champion people and shape the future—as well as our shared vision to deliver energy with purpose. We extend our sincere gratitude to the employees who are working hard every day to achieve Sempra’s mission to be North America’s premier energy infrastructure company.

Finally, our success as a company and as board members depends on listening to you, our shareholders. We remain committed to upholding a strong shareholder engagement program, which is anchored by our commitment to transparent and effective two-way communication. We look forward to speaking with more of you personally and thank you for allowing us to gather critical input that helps shape and strengthen Sempra’s competitive position.

Your vote is important. Please review the accompanying materials and promptly vote your shares. As in past years, you can vote in advance of the meeting, via the Internet, by telephone, or by completing and returning the accompanying proxy card or voting instruction form.

For more information about our business, our 2023 Annual Report to Shareholders is available online at www.sempra.com/2024-annual-meeting and www.proxyvote.com.

On behalf of your Board of Directors and management team, we are sincerely grateful to all our shareholders for having the opportunity to represent you and serve Sempra.

Sincerely,

The 2024 annual meeting of shareholders (Annual Shareholders Meeting) of Sempra will be conducted online via live audiovisual webcast at www.virtualshareholdermeeting.com/SRE2024. In line with our strategic focus on helping enable the energy transition and in support of shareholder access to the meeting, we are holding the Annual Shareholders Meeting online in a virtual-only format that reduces the transportation costs and environmental impact of the Annual Shareholders Meeting and provides all shareholders the opportunity to attend and participate in the meeting from any location. The meeting will begin promptly at 9 a.m. Pacific time and we encourage you to access the meeting site and enter your 16-digit control number prior to the start time. Online check-in will begin at 8:30 a.m. Pacific Time, and you should allow ample time for the check-in procedures the day of the meeting.

You are eligible to participate in the Annual Shareholders Meeting, including to submit questions at and in advance of the meeting and vote your shares at the meeting prior to the closing of the polls, if you were a shareholder as of the record date for the meeting. You can attend the meeting by logging into the meeting site using the 16-digit control number shown on your notice about the Internet availability of our proxy materials, proxy card or voting instruction form. Additional instructions on how to submit questions in advance of the meeting and attend and participate in the virtual meeting are described in the accompanying proxy statement and posted at www.proxyvote.com. If you are a beneficial owner of shares held through a bank, broker or other nominee and your voting instruction form does not indicate that you may vote your shares through www.proxyvote.com, please follow the specific instructions provided by your bank, broker or other nominee to obtain a 16-digit control number that may be used to log into the meeting site. Owners of shares in any of the Employee Savings Plans, as defined in the accompanying proxy statement, may submit questions at and in advance of the meeting but will not be able to vote these shares at the meeting.

Your vote is important. Whether or not you plan to attend the Annual Shareholders Meeting, we encourage you to read the accompanying proxy statement and vote your shares in advance of the meeting. To do so, you may vote via the Internet, by telephone or, if you received a paper copy of our proxy materials, by mail. Internet and telephone voting for holders of record will be available until 11:59 p.m. Eastern Time on May 8, 2024. For specific instructions on how to attend, participate in and vote at the Annual Shareholders Meeting, see “About the Annual Shareholders Meeting and Voting” in the accompanying proxy statement and the instructions on your notice about the Internet availability of our proxy materials, proxy card or voting instruction form. Our proxy materials, including this Notice of Annual Shareholders Meeting and the accompanying proxy statement and form of proxy card or voting instruction form, are being provided to shareholders beginning on or about March 25, 2024.

April R. Robinson

This proxy statement is being provided in connection with the 2024 annual meeting of shareholders of Sempra (Annual Shareholders Meeting). This summary highlights selected information to assist you in your review of this proxy statement. It does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. More information regarding the performance of Sempra is available in the company’s Annual Report to Shareholders for the year ended December 31, 2023, which accompanies this proxy statement and is available on the Internet on the company’s website at www.sempra.com/2024-annual-meeting and on the SEC’s website at www.sec.gov. For additional information about the Annual Shareholders Meeting and voting, see “About the Annual Shareholders Meeting and Voting” below. This proxy statement and the accompanying form of proxy card or voting instruction form are first being made available to shareholders on or about March 25, 2024. All share and per share information in this proxy statement reflects the two-for-one split of our common stock in the form of a 100% stock dividend that was distributed to shareholders on August 21, 2023. All website references in our proxy materials are inactive textual references, and the information on, or that can be accessed through, such websites does not constitute a part of these materials. This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. See Appendix F for more information.

   Committee Member     Committee Chair     Audit Committee Financial Expert     Lead Independent Director

 

Our board has made it a priority to develop and support a high-performance culture for our board, our management and the rest of our workforce.

At the board level, the board seeks directors with diversity of skills and experience and of gender and ethnicity, among other things. To assist our board in maintaining its focus on board diversity, we conduct an annual assessment of each director’s skills, qualifications and experience as well as an annual board evaluation that are each fundamental to the board’s process for assembling a group of directors with a diverse and appropriate mix of experience, competencies and backgrounds. The board uses the results of the assessment and evaluation to critically analyze its effectiveness and skill set, which helps position the board to oversee Sempra’s current and future strategies and operations. In 2023, this process resulted in the appointment of our newest director, Richard J. Mark, who has 20 years of experience in electric and gas utility operations, customer service, public policy and regulation, as well as broad knowledge and experience with advanced utility technologies and safety and reliability programs. See “Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement” for more information about the background and experience of Mr. Mark and each of our other director nominees.

We have a strong track record of board refreshment. We have added four of our current directors since the beginning of 2018, which includes Jeffrey W. Martin but does not include Bethany J. Mayer due to her prior board service. Under the standards established by the New York Stock Exchange (NYSE), Mr. Martin is not an independent director due to his ongoing service as our Chairman, Chief Executive Officer and President.

Supported by feedback from our shareholders, we believe our practices and policies described below reflect strong corporate governance practices.

 

Sempra’s businesses invest in, develop and operate energy infrastructure in North America that provides regulated electric and gas service to customers in California and Texas and other energy services to customers globally. Our mission is to be North America’s premier energy infrastructure company. We are primarily focused on transmission and distribution investments, among other areas, that we believe are capable of producing stable cash flows and earnings visibility, with the goals of delivering safe, reliable and increasingly clean forms of energy to customers and increasing shareholder value.

In addition to focusing on key markets in North America, we are making critical investments in the portion of the energy value chain where we target attractive risk-adjusted returns:

 

At Sempra, we strive to serve our customers in new and better ways, which we believe helps make our company more valuable for our shareholders and other stakeholders. Our vision, mission and values reflect this commitment:

 

Sempra’s business strategy helped the company deliver a series of record financial results in 2023. These 2023 achievements build on our strong long-term financial performance, which has contributed to our robust long-term growth and shareholder value creation. Our total shareholder return has outpaced the return of the S&P 500 Utilities Index during the past one, three and five years. In addition, our market capitalization more than doubled over the past 10 years from $22 billion at the end of 2013 to $47 billion at the end of 2023 and we have a long track record of returning value to shareholders:

 

 

Key strategic and operational accomplishments are highlighted below:

 

Our executive compensation program is designed to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance. We place an emphasis on variable performance-based pay, with each component designed to promote value creation and alignment of our management team’s compensation with our long-term strategic objectives.

 

Note: The Chief Executive Officer’s pay mix at target is based on 2023 annual base salary, 2023 target performance-based annual bonus and the target grant date value of 2023 long-term equity-based incentives.

Base Salary. Mr. Martin received a 2023 annual salary planning increase of 7.1%. Increases for the other named executive officers, excluding Ms. Sedgwick, ranged from 6.0% to 8.4%. This planning process takes into account factors such as market survey data, evaluation of each named executive officer’s responsibilities and contributions, retention considerations, and others, to help ensure base salaries remain competitive and appropriately account for any evolution or expansion of individuals’ roles. Ms. Sedgwick, who was promoted to Chief Administrative Officer in December 2021, received a 21.7% increase, reflecting the Compensation and Talent Development Committee’s philosophy of generally setting initial compensation conservatively when an executive is promoted into a new role (which it did with Ms. Sedgwick’s initial compensation upon her promotion in December 2021) and, depending on performance, increasing compensation over time.

Performance-Based Annual Bonus. Our 2023 target earnings for annual bonus plan purposes (ABP Earnings) were $2,784 million, an increase of $127 million, or 5%, over our 2022 target ABP Earnings of $2,657 million. The $223 million range between the 2023 ABP Earnings target and maximum goals continues the trend of broadening this range, which was $159 million in 2022, $142 million in 2021 and $81 million in 2020. Our 2023 ABP Earnings were $2,977 million. In determining ABP Earnings for 2023, the Compensation and Talent Development Committee made certain predefined adjustments to GAAP earnings. See “Reconciliation of GAAP Earnings to ABP Earnings” on page 62 and Appendix D to this proxy statement for additional information. Based on performance on ABP Earnings, and on the pre-defined employee and public safety measures (Safety Measures) and environmental, culture and governance measures (Sustainability Measures), 2023 annual bonuses were achieved at 176% of target. For more detail, see “Executive Compensation—Compensation Discussion and Analysis—Rigor of Incentive Targets.”

Long-Term Equity-Based Incentives. Long-term equity-based incentives are the largest single component of the total 2023 target compensation package for each named executive officer. In accordance with our pay-for-performance philosophy, 100% of our Chief Executive Officer’s 2023 annual LTIP award was performance-based, with one-third of the award’s grant date value tied to relative TSR performance, one-third tied to EPS growth and one-third in nonqualified stock options, which the Compensation and Talent Development Committee views as performance-based because their value depends on our stock price increasing over time. The overall payout for the 2021-2023 LTIP awards based on relative TSR and EPS growth was 163% of target.

Eligibility: Shareholders of our common stock at the close of business on the record date, March 13, 2024, are entitled to notice of the Annual Shareholders Meeting and to vote their shares as described below on each of the proposals to be voted on at the meeting. Each share of common stock is entitled to one vote on each of the director nominees named in this proxy statement and one vote on each of the other proposals to be voted on at the meeting.

Voting by Shareholders of Record: Shareholders of record may vote in the following ways:

For Internet and telephone voting in advance of the meeting, you will need to have your notice about the Internet availability of our proxy materials or proxy card available and use the company number and account number shown on the notice and card. Internet and telephone voting in advance of the meeting are available for shareholders of record until 11:59 p.m. Eastern Time on May 8, 2024.

Voting By Other Shareholders: Beneficial owners of shares should follow the voting instructions provided by their bank, broker or other nominee. If you hold shares in any of the Employee Savings Plans, as defined in Question 12 under “About the Annual Shareholders Meeting and Voting” below, your voting instructions with respect to such shares must be received by 8 a.m. Eastern Time on May 6, 2024 for the trustee of the plans to vote your shares in accordance with your instructions. See Question 12 below for additional information.

Generally, our business and affairs are managed and all corporate powers are exercised by or under the direction of our Board of Directors. Several standing and ad hoc committees assist the board in carrying out its responsibilities, and each standing committee operates under a written charter adopted by the board. Under our shared governance model, the board and its committees establish fundamental corporate policies and oversee the performance of the company as well as our Chairman and Chief Executive Officer and the other officers to whom the board has delegated authority to manage our day-to-day business operations.

The board has adopted Corporate Governance Guidelines that set forth expectations for director performance, director independence standards, board committee structure and functions, and other policies for the company’s governance. It also has adopted a Code of Business Conduct and Ethics for Directors and Principal and Executive Officers, which applies to each member of the Board of Directors of Sempra, the principal executive, financial and accounting officers (or persons performing similar functions) of Sempra, SDG&E and SoCalGas and all other executive officers of Sempra. We also have a Code of Business Conduct that applies to all employees of Sempra and any subsidiary or other entity as to which Sempra has majority ownership and control. These codes of conduct establish important standards that underpin our business practices, including for honest and ethical conduct, safe and responsible actions, fair and accurate disclosures, and compliance with and accountability to applicable law and company policies.

Our Corporate Governance Guidelines, standing committee charters, including our Audit, Compensation and Talent Development and Corporate Governance Committee charters, Code of Business Conduct and Ethics for Directors and Principal and Executive Officers and Code of Business Conduct applicable to employees, are all posted on our website at www.sempra.com under the “Corporate governance” tab of the “Investors” tab. Paper copies may be obtained upon request by writing to the attention of our Corporate Secretary at Sempra’s principal executive offices at 488 8th Avenue, San Diego, California 92101. If we either (i) amend a provision of our Code of Business Conduct and Ethics for Directors and Principal and Executive Officers and the amendment relates to any element of the code of ethics definition set forth in Item 406(b) of U.S. Securities and Exchange Commission (SEC) Regulation S-K or (ii) grant to our principal executive officer, principal financial officer or principal accounting officer or controller a waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics for Directors and Principal and Executive Officers and the waiver relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K, then we intend to describe on our website under the “Corporate governance” tab of the “Investors” tab the date and nature of any such amendment or waiver and, if applicable, the name of the person to whom the waiver was granted, or if we do not make such disclosure on our website, we will include it in a current report on Form 8-K filed with the SEC.

In addition to its general oversight role, our Board of Directors performs a number of specific functions, including, among others:

The board is led by the Chairman of the Board. Today, the Chief Executive Officer is appointed to fill that role, which is accompanied by the role of a Lead Independent Director with a fulsome set of responsibilities. The Board of Directors retains the flexibility to determine, from time to time on an ongoing basis, whether the offices of Chief Executive Officer and Chairman of the Board should be combined or separated and whether an independent director should serve as Chairman of the Board.

This flexibility permits the board to organize its functions and conduct its business in a manner it deems most effective in then-prevailing circumstances, and to select the individual it considers to be best-suited to serve as Chairman of the Board at any particular time. The non-management directors have historically evaluated the board’s leadership structure on an annual basis and expect to continue to do so, and their board leadership decisions are made based on their determination of the leadership structure that is in the best interests of our company and our shareholders at the time. As part of the board’s annual evaluation of its leadership structure, the board thoroughly reviews the performance of the acting Chairman of the Board, and considers such factors as the qualifications of the Chairman, experience and performance as Chairman, the

company’s performance under the existing board leadership structure, the benefits of different leadership structures in facilitating board effectiveness, the composition of the board and the role of our independent directors, and feedback from our shareholders. Currently, Jeffrey W. Martin serves as both our Chief Executive Officer and our Chairman of the Board. Each year since the initial appointment of Mr. Martin to the Chairman and Chief Executive Officer roles in 2018, the non-management directors have considered Mr. Martin’s particular skills and qualifications, including his extensive leadership and industry experience as a long-tenured employee of the Sempra family of companies with an outstanding career of achievement, as well as his resulting comprehensive understanding of the rules of the California Public Utilities Commission, the principal regulator of our California utilities, and the various other principal factors that impact our businesses. In addition, the board has carefully evaluated Mr. Martin’s contributions as a director, performance as Chairman of the Board and significant accumulated experience since his appointment to each of these roles. During this time, Mr. Martin has contributed to the board additional and valuable perspectives on, among other topics, strategy, business development, mergers and acquisitions, investor relations, succession planning, capital markets activities and regulated utilities.

Mr. Martin’s combined service as Chairman and Chief Executive Officer has allowed him to lead the board while providing critical leadership to our businesses on strategic initiatives and challenges, thus acting as a bridge between the board and the operating organization. The board believes this structure has enhanced board oversight and effectiveness, as Mr. Martin’s involvement in our day-to-day operations has afforded him in-depth and first-hand knowledge of the principal issues, opportunities and challenges facing our company, which enables him to help focus our directors’ time and attention on the company’s most critical matters, while concurrently implementing the board’s oversight role and directly incorporating the board’s goals, strategies and initiatives in his management of our businesses. We believe these benefits of combining the Chairman and Chief Executive Officer roles are particularly impactful in light of the ascending complexities of our businesses.

Another important part of the board’s annual deliberations on its leadership structure is the overall composition of the board and the strong role of the company’s independent directors. During periods in which we do not have an independent Chairman of the Board, our Corporate Governance Guidelines require the independent directors to select annually an independent director to serve as the Lead Independent Director. If a Lead Independent Director is appointed, the role has broad powers and responsibilities. The position and role of the Lead Independent Director is intended to expand lines of communication between the board and members of management and it is not intended to reduce the free and open access and communications that each director has with other directors and members of management. Cynthia J. Warner, who has been a director since 2019, was appointed as the Lead Independent Director immediately following our 2022 annual shareholders meeting. Our robust Lead Independent Director role includes the following functions and responsibilities:

We believe our board leadership structure is responsive to the overall perspectives of the holders of a majority of our shares. We conducted an extensive shareholder outreach program in our 2023-2024 engagement cycle regarding our board leadership structure and various other matters, in which we reached out to shareholders representing approximately 63% of our total outstanding shares of common stock and we engaged with holders of approximately 56% of our outstanding shares of common stock. Among the shareholders with whom we engaged, the majority (in terms of number of shares represented) either had no preference for an independent Chairman of the Board or had no preference for an independent Chairman of the Board after taking into account certain additional factors, including that we have a Lead Independent Director with significant duties. For additional information, see “Robust Engagement Program–Shareholders” below.

The Board of Directors believes its independence and oversight of management and company risks are maintained effectively through its flexible leadership structure, including the robust role of the Lead Independent Director, the strong role of our independent directors generally and the board’s overall composition, which currently includes eight independent directors (89% of the board) and 100% independent director composition of all board committees (other than the Executive Committee), and our other sound corporate governance policies and practices.

Based on the foregoing and other factors, the Board of Directors determined in its most recent evaluation of the board’s leadership structure, and continues to believe, that combining the roles of Chief Executive Officer and Chairman of the Board continues to best serve the interests of Sempra and our shareholders.

The Board of Directors determines the independence of each of our directors and director nominees by applying the independence standards established by the NYSE. These standards provide that a director is independent only if the board affirmatively determines that the director has no direct or indirect material relationship with the company. Material relationships may include, depending on the circumstances, commercial, industrial, banking, consulting, legal, accounting, charitable, family and other business, professional and personal relationships. These standards also identify various other relationships that preclude a determination of director independence.

Applying these standards, the board annually reviews and determines the independence of each of the company’s directors and director nominees. In its most recent review, the board considered, among other things: each non-employee director’s directorships, employment or other service relationships, significant ownership, other affiliations and any of the foregoing relationships of a director’s immediate family members, in each case with or of organizations with which Sempra or any of its subsidiaries or other entities as to which it has majority ownership does business; the absence of any employment relationship between Sempra or any of its subsidiaries or other entities as to which it has majority ownership and each director and his or her immediate family members; the absence of any of the other specific relationships that would preclude a determination of independence under NYSE independence standards; the absence of any affiliation of each director or his or her immediate family members with the company’s independent registered public accounting firm, compensation consultants, legal counsel or investment banks; the absence of any transactions in which a director or his or her immediate family members has a direct or indirect material interest that would require disclosure in this proxy statement under SEC rules regarding related person transactions; and any discretionary contributions we may make to non-profit organizations with which a director or his or her immediate family members are associated. In assessing the materiality of director relationships, the board broadly considers all relevant facts and circumstances both from the standpoint of the director and also from that of persons or organizations with which the director has an affiliation.

Based on this review, the board has affirmatively determined that each of the following non-employee directors, each of whom is a director nominee standing for reelection at the Annual Shareholders Meeting, is an independent director:

Based on its review, the board also has affirmatively determined the independence of Alan L. Boeckmann and Maria Contreras-Sweet, who were directors until their retirement from the board in May 2023, and Cynthia L. Walker, who was a director until her resignation from the board in September 2023.

Mr. Martin cannot be considered an independent director due to his position as an executive officer of the company.

The board has established a director share ownership guideline to further strengthen the link between director and shareholder interests. For each of our non-employee directors, the guideline calls for ownership of a number of shares of our common stock having a value of five times the director’s annual base retainer of $105,000, resulting in an ownership guideline equal to $525,000. For these purposes, in addition to shares of our common stock owned directly, share ownership includes phantom shares into which compensation has been deferred and unvested service-based restricted stock units. The Compensation and Talent Development Committee annually reviews adherence to this guideline, which is expected to be attained within five years after becoming a director. At the time of the Compensation and Talent Development Committee's review in 2023, all of our non-employee directors met or exceeded the ownership guideline or had additional time to do so.

The board also has established officer share ownership guidelines. For information about these guidelines, see “Executive Compensation—Compensation Discussion and Analysis—Share Ownership Guidelines.”

Our director overboarding policy was revised in 2020 to align with shareholder feedback and the voting policies of some of our major shareholders. Pursuant to the policy, any director or director nominee who is a named executive officer of a public company should not serve on more than two public company boards (including the board of the company for which the director serves as a named executive officer), and such

directors and director nominees will be expected to become compliant with this policy in advance of being nominated to stand for election at Sempra’s next annual shareholders meeting. In addition, any director or director nominee who is not also a named executive officer of a public company should not serve on more than four public company boards (including our board). Finally, our Corporate Governance Guidelines provide that no member of the Audit Committee may serve on more than a total of three audit committees of public companies (including our Audit Committee) unless the board affirmatively determines that a director’s multiple service on audit committees does not impair the director’s effectiveness on our Audit Committee. All our director nominees are in compliance with our overboarding policy.

At regularly scheduled board and committee meetings, directors review and discuss management reports regarding the company’s performance, prospects and plans, as well as significant opportunities and material risks facing the company and other matters the board considers germane to fulfilling its responsibilities. At least once a year, the board reviews management’s long-term strategic and financial plans, including an annual detailed and comprehensive strategy discussion. The Chairman of the Board or, in certain circumstances as described in “Leadership Structure” above, the Lead Independent Director, presides over each board meeting.

At executive sessions, directors convene in both director-only sessions and sessions with only non-management directors to discuss issues such as succession planning, Chief Executive Officer performance and compensation (the Chief Executive Officer is not present for deliberations or approvals of his own compensation), executive development, board performance and other matters deemed relevant. An executive session is held at each regular board meeting, and any director may call for an executive session at any board meeting. The Lead Independent Director presides over executive sessions in which the Chairman of the Board is not present.

The Chairman of the Board proposes the agenda and schedule for each meeting, which the Lead Independent Director then reviews and modifies or approves. Committee agendas and schedules are set by or in consultation with the applicable committee Chair and with the approval of the Lead Independent Director. All directors are encouraged to propose agenda items, and any director also may raise subjects that are not on the agenda at any meeting.

Information and other materials important to understanding the business to be conducted at each board and committee meeting, to the extent available, are distributed in writing to directors in advance of the meeting. Additional information and materials may be presented at the meetings.

During 2023, the full board held six meetings and committees of the board, including standing and ad hoc committees, collectively held 26 meetings. Incumbent directors, on an aggregate basis, attended 99% of the combined number of these meetings and each incumbent director attended at least 75% of the aggregate number of meetings of the board and each committee of which the director was a member (in each case during the periods when he or she was a member).

The board expects that each director will attend annual shareholders meetings, which meeting will be virtual for 2024. All of the director nominees who were up for election at our 2023 annual shareholders meeting attended that meeting, which also was held virtually.

The Corporate Governance Committee annually leads a self-evaluation by the directors of the performance of the Board of Directors in a number of categories, including board oversight, leadership, composition and independence, conduct of meetings, and committees. In this review, the board’s performance as a whole is assessed and areas in which the board believes performance could improve are identified.

The purpose of the review is to increase the effectiveness of the board and its committees, and the results are reviewed with the board and its committees. The results also are considered in connection with board refreshment efforts. In addition, each standing committee, other than the Executive Committee, conducts an annual self-evaluation, in accordance with its charter.

As illustrated below, the board also conducts an annual peer evaluation by which each director is afforded the opportunity to comment anonymously on each other board member’s performance. In order to help ensure the objectivity and integrity of this process, an outside law firm is engaged every year to conduct the peer review portion of this evaluation and compile the results.

Our board annually reviews the individual performance, commitments and qualifications of each director who may wish to be considered for nomination for election for an additional term. The evaluations are reviewed by the Corporate Governance Committee, which makes

recommendations to the board regarding nominees to stand for election as directors. Our board appreciates the importance of critically evaluating directors and their contributions to the board in connection with the re-nomination decision, including their collective skills, qualifications and experience, feedback from the annual board evaluation, and individual performance, attendance, participation, independence and outside board and other affiliations.

Risks are inherent in our business operations, including, among others, safety, health and operational risks, human capital risks, regulatory and compliance risks, climate and other environmental risks, cybersecurity risks, business and financial risks and reputational risks.

Sempra’s board has ultimate responsibility for risk oversight. Consistent with this responsibility, our Corporate Governance Guidelines provide that the specific functions of the Board of Directors include assessing and monitoring risks and risk management strategies.

The board reviews key aspects of our businesses, including, among others:

The board fulfills its risk oversight function by, among other things, reviewing reports provided to the board and to appropriate board committees, discussing material risks and opportunities with management, engaging outside experts, selecting director candidates with diverse experience and qualifications and staying informed about developments in our industry and other current events that may signal meaningful emerging or heightened risks or otherwise impact the company. The board also reviews and monitors strategic, financial and operating plans and goals intended to support sustainable long-term growth, and each of our principal operating companies is responsible for identifying and moderating risk in a manner consistent with these plans and goals. Additionally, the board utilizes various committees to focus on specific risk areas. Based on the foregoing, the board and its committees have established risk oversight and control mechanisms, policies and practices, which they monitor and change as needed.

The board believes that risk oversight requires more than any one committee. As a result, the board has diversified its risk oversight responsibilities across its membership, housing categories of risk oversight within standing board committees by topic and forming ad hoc committees to oversee certain specific risks as needed, which helps to focus committee members on specific risk areas and to direct risks by category to the committees and committee members best-suited to oversee them. For example, the responsibilities of the board’s Safety, Sustainability and Technology Committee, of which all members are independent directors, include oversight of the company’s overall safety and health practices, reinforcing our company’s strong commitment to robust safety practices. This committee also oversees a variety of sustainability matters, including climate change, human rights developments and other environmental and social issues affecting the company’s businesses. Additionally, this committee oversees cybersecurity and other information technology risks and keeps abreast of technology advancements important to our businesses and other current events or developments that could impact our cybersecurity risk. Any risk oversight that does not fall within the responsibility of a particular committee remains with the full board. The committee Chairs periodically report to the full board regarding their respective committees’ risk oversight roles. For additional information on the responsibilities of our standing board committees, see “Board Committees” below.

The board and its committees, as appropriate, regularly review and evaluate the material risks we face, including immediate-term, short-term and long-term risks of importance to our businesses, and prioritize their risk review based on likelihood of occurrence, magnitude of impact, immediacy and other factors they deem relevant.

In addition, management has developed an integrated risk management framework to assess, prioritize and monitor risks across our operations. This framework is managed by Sempra’s Chief Risk Officer, who regularly interacts with the board regarding the company’s risk management practices and policies and other related matters. Senior management presents its assessment of Sempra’s most material risks and mitigation strategies to the full board for its review regularly. In addition, the company has a robust internal audit function that reports directly to the Audit Committee.

The board recognizes the importance of overseeing risks and opportunities related to environmental stewardship, safety, stakeholder engagement, human capital and responsible governance consistent with our vision, mission and values.

As a general practice, the board monitors overall governance processes and delegates specific areas of focus to standing committees, including for sustainability matters. The board has mandated the Safety, Sustainability and Technology Committee with responsibility for the oversight of the company’s risk management and oversight programs and performance related to safety, safety culture, health, security, cybersecurity, technology, climate change, environment, sustainability, human rights, and other related matters. The board reviews annually and updates as necessary the Safety, Sustainability and Technology Committee’s charter with a view to further strengthen and clarify the way this committee oversees and considers sustainability and other related matters, including emerging risks. In addition, the board’s Compensation and Talent Development Committee is responsible for the oversight of the company’s programs and initiatives related to human capital matters, including our commitment to fostering a diverse and inclusive workplace, and also determines the executive compensation metrics related to safety and sustainability. Additional standing committees, such as the Audit Committee and Corporate Governance Committee also support in overseeing the integration and strengthening of sustainable business practices throughout the organization with respect to their specific areas of responsibility. These committees and the full board continue to strongly focus on the topics discussed below.

As described below under “Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement,” our board collectively possesses a broad and deep range of skills for effective oversight of business strategy and risk management, inclusive of sustainable business practices.

Our directors come from a variety of backgrounds including global companies, government service and public policy, financial institution leadership, and others, both within and outside of our industry. A number of our directors have had direct exposure to, and in many cases, direct oversight or decision-making responsibility for, key environmental, human capital, cybersecurity, and regulatory and government affairs matters. This includes experience and leadership in the global energy industry, including renewable energy, where sustainability and greenhouse gas emissions reduction have been a priority. Our directors also bring knowledge and insight from leadership on other public company boards, deepening our board’s collective understanding of cross-cutting matters relating to sustainable business practices. These diverse backgrounds, experiences and insights better equip our directors to guide the company in its assessment and management of evolving sustainability risks and opportunities.

Health and safety are foundational to the Sempra family of companies. Safety is engrained in, and a key component of, our company’s culture and our employees and contractors are empowered to act in the interest of personal, public and infrastructure safety through training and awareness-building related to the importance of learning from near misses and sharing lessons learned. Comprehensive safety management plans that follow applicable safety laws, regulations and protocols are integral to our approach. Each of our operating companies manages the safe operation of its assets, with oversight provided by its board of directors as well as the Sempra board’s Safety, Sustainability and Technology Committee.

The Sempra board and its applicable committees oversee management’s efforts to uphold the safety culture of the Sempra organization through, among other things, the questions they ask, the focus they place on key organizational issues, the input they give to members of management during board and committee meetings and the overall compensation programs they approve, including basing a portion of executive compensation on the company’s performance on key safety measures.

Our board, primarily through its Compensation and Talent Development Committee, oversees initiatives in recruitment, development and retention of high-potential employees. We invest in a range of programs to advance a robust talent development pipeline, including internal and external mentoring and leadership training, virtual and in-person learning and networking opportunities, workshops and a tuition reimbursement program. In addition, we offer a variety of employee community service opportunities. At our U.S. operations, we support employees’ personal volunteering and charitable giving through the charitable matching program of the Sempra Foundation which is funded by Sempra.

Our board takes an active role, primarily through its Compensation and Talent Development Committee, in overseeing efforts to champion the markets we serve and maintain an engaged workforce that feels empowered to bring their whole, authentic selves to work. The board’s commitment to investing in our employees and advancing our high-performance culture underpins our efforts to deliver strong performance for all our stakeholders through an inclusive workplace where diverse views and lived experiences are embraced.

As part of our work to enhance our high-performance culture, the board oversees our action plan to improve inclusion and belonging across our enterprise, which centers on five strategies: lead from the top, accelerate engagement, create opportunity, drive conscious inclusion and partner with communities.

Since introducing our action plan, we have worked to make progress under each strategy. A portion of named executive officer compensation is linked to progress on certain objectives related to advancing the company’s high-performance culture.

Supporting the demand for lower carbon energy will require industry leadership, technological advancements that are economically and technically feasible, and broad coordination and support from every level of government, among other factors. Following review by the Safety, Sustainability and Technology Committee, we issued our energy transition action plan in 2021, defining representative capabilities and investment opportunities to advance our aim to have net-zero greenhouse gas emissions by mid-century. These capabilities and investment opportunities include:

A portion of named executive officer compensation is linked to achieving milestones in this area.

retention, labor standards and employment conditions, stakeholder engagement, community giving, responsible lobbying and advocacy and others. In our most recent corporate sustainability report, we included a section for each of our main operating companies, to provide greater insight into sustainable business practices in these areas at all levels of the company.

We prepare our sustainability disclosures to align with some of the leading sustainability frameworks, including the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD), both now incorporated under the International Sustainability Standards Board S1 and S2 reporting frameworks and the Global Reporting Initiative (GRI). We also report information to the CDP (formerly Carbon Disclosure Project) and publish the Edison Electric Institute and American Gas Association combined environmental, social and governance (ESG) template.

In addition to aligning our sustainability reporting with industry standards, we also listen carefully to our shareholders and seek to provide transparency on topics of particular focus for them. For example, after robust engagement with our shareholders in 2021 following our receipt of a

shareholder proposal on the topic, we enhanced our disclosures on the alignment of our key trade associations with the Paris Agreement and Sempra’s climate positions. To assist in this endeavor, we developed and deployed a standardized trade association survey in consultation with shareholders and other key stakeholders and reported our findings from this survey in our last two annual corporate sustainability reports. As another example, we disclosed our company’s Equal Employment Opportunity-1 (EEO-1) data in 2021, which is available in the sustainability resource library on our website under the “Sustainability” tab. We also include detailed information about our efforts and goals to promote a high-performance culture in our workforce, including information about the gender and racial/ethnic make-up of our workforce, in our annual corporate sustainability report.

Sempra conducts regular engagement with our shareholders throughout the year, including spring engagement following our annual shareholders meetings and fall/winter “off-season” engagement. This cadence may be supplemented if the company wishes to gain additional feedback from shareholders on a particular matter. Recently, we have been engaging with shareholders more frequently throughout the year to maintain a steady conversation about their top priorities, and feedback from our engagement program is provided to our board on an ongoing basis. This regular dialogue with shareholders, which is separate from our investor relations team’s engagement efforts, provides Sempra’s board and management team with valuable insight into our shareholders’ priorities and feedback on matters of significance to the company and our shareholders.

In total, our outreach to shareholders in our 2023-2024 engagement cycle, which included spring, summer and fall 2023 and January 2024 engagements, represented approximately 63% of our total outstanding shares of common stock, and we engaged with holders of approximately 56%⁽²⁾ of our outstanding shares of common stock (a significant portion of our institutional share ownership). During our 2023-2024 engagement cycle, we also engaged with investors with substantial shareholdings outside our top 50 shareholders in addition to our regular outreach to our top 50 investors. This expanded scope of our engagement has provided a greater understanding of the viewpoints of a broader spectrum of our investors. See “Compensation Discussion and Analysis—Executive Summary—Shareholder Engagement” on page 50.

In addition to shareholders, we engage with proxy advisory firms, ESG advocacy organizations, trade associations and other stakeholders who express an interest in our company and its operations. This further informs our practices and disclosures across corporate governance and sustainability matters.

Our Compensation and Talent Development Committee oversees and regularly evaluates leadership succession planning practices and results. The committee reports annually to the Board of Directors on succession planning, including on principles for executive officer selection.

SEC rules require us to describe any transaction since the beginning of 2023 or any currently proposed transaction, in each case involving more than $120,000, in which we were or will be a participant and any of our directors, director nominees, executive officers, persons or entities known by us to be a beneficial owner of more than 5% of our common stock, or any member of their respective immediate families, had or will have a direct or indirect material interest. The charter of our Corporate Governance Committee requires the committee to review and approve any such “related person transaction” that is required to be disclosed. When evaluating any such transaction, the Corporate Governance Committee focuses on a variety of factors on a case-by-case basis, which may include, among other things, the identity of the related person, the nature and terms of the transaction, the interest of the related person in the transaction and the dollar amount involved.

There have been no transactions requiring such review since the beginning of 2023.

Every new director participates in an orientation program and receives materials and briefings to acquaint him or her with our businesses, industry, management and corporate governance policies and practices. Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to corporate facilities and other sources. Several directors, at the company’s expense, also attend third-party offered education courses and participate in the National Association of Corporate Directors (NACD), of which the company is a member.

Directors have complete access to our senior management and other employees and to our independent registered public accounting firm, as well as to any company information they may request. Directors also have complete access to counsel, advisors and experts of their choice to assist the board and its committees as needed in discharging their duties.

In accordance with our Corporate Governance Guidelines, directors should not be nominated to stand for election after attaining age 75.

Our standing board committees consist of the Audit Committee; Compensation and Talent Development Committee; Corporate Governance Committee; Safety, Sustainability and Technology Committee; and Executive Committee. In addition to these standing board committees, the board may, from time to time, establish ad hoc committees to address particular matters, transactions and projects.

Except for the Executive Committee, all members of all standing board committees are independent directors. The following table sets forth our standing board committees, 2023 meeting information for each committee and membership on each committee as of the mailing date of this proxy statement:

  Committee Member    Committee Chair    Audit Committee Financial Expert

Our Audit Committee currently is, and at all times in 2023 was, entirely composed of independent directors under the independence standards for such a committee established by the NYSE and the SEC. It is directly responsible and has sole authority for the appointment, compensation, retention and oversight of our independent registered public accounting firm, which reports directly to the committee. The committee also prepares the report included in this proxy statement under “Audit Committee Report.” In addition, it assists the Board of Directors in fulfilling oversight responsibilities regarding, among other things:

The Audit Committee helps ensure the independence of our independent registered public accounting firm by, among other things, confirming the mandated rotation of the lead audit partner in accordance with SEC rules. The Audit Committee and its Chair are directly involved in the selection of the independent registered public accounting firm’s lead audit partner, including by meeting with the lead audit partner candidate and discussing among the committee members and with management. We most recently rotated our lead audit partner in 2019, with a new lead audit partner scheduled to start this year.

The board has determined that each member of the Audit Committee is financially literate. It also has determined that Mr. Taylor, who chairs the committee, is an audit committee financial expert as defined by the rules of the SEC.

Our Compensation and Talent Development Committee currently is, and at all times in 2023 was, entirely composed of independent directors under the independence standards for such a committee established by the NYSE and the SEC. It assists the board in the evaluation and compensation of our executives, and it establishes our compensation principles and policies and designs and oversees our executive compensation program. The committee’s responsibilities include, among others:

Our Corporate Governance Committee currently is, and at all times in 2023 was, entirely composed of independent directors under the independence standards established by the NYSE. The committee’s responsibilities include, among others:

The committee reviews with the board the skills and characteristics required of directors in the context of the board’s current composition and the needs of the board as a whole in light of the company’s long-term business strategy. It seeks a group of individuals who bring to the board a variety of complementary skills and a range of viewpoints, backgrounds, experiences and other individual qualities and attributes that contribute to overall board diversity. It solicits the names of director candidates from a variety of sources, including, at its discretion, members of the board and search firms. The committee also considers candidates submitted by shareholders pursuant to the process described in Question 32 under “Information About 2025 Shareholder Proposals and Director Nominations” below.

The committee reviews biographical data and other relevant information regarding potential board candidates, may request additional information from the candidates or other sources and, if the committee deems it appropriate, may interview candidates and consult references and others who may assist in candidate evaluation. The committee evaluates all candidates in the same manner, whether identified by shareholders or through other sources.

In considering potential director candidates, the committee evaluates each candidate’s character, integrity, independence, judgment, knowledge, experience, background and other relevant factors to develop an informed opinion of his or her qualifications and ability and dedication to meet the board’s expectations for directors as set forth in our Corporate Governance Guidelines. The committee’s deliberations reflect the board’s requirement that substantially all directors must be independent directors and that all director nominees must be financially literate or must become financially literate within a reasonable period of time after becoming a director. They also reflect the board’s views regarding the appropriate number of directors and the overall composition of the board, including its belief that the membership of the board should reflect diversity and be drawn from a pool of diverse, qualified candidates.

The committee assesses the effectiveness of these director nomination policies and practices as part of its annual review of board composition and board, committee and individual director performance and in its recommendations to the board of nominees to stand for election as directors at the next annual meeting of our shareholders.

The committee, in recommending nominees to stand for election as directors at the Annual Shareholders Meeting, and the board, in approving the director nominees named in this proxy statement, considered, among other things, the individual experience, background, qualifications, attributes and skills of each nominee (including his or her prior contributions to the board), with a view toward constituting a board that, as a whole, is well-qualified to oversee our businesses.

With respect to Dr. Conesa, the committee and the board also considered that he has been the Chief Executive Officer and a director of Grupo Aeroméxico S.A.B. de C.V. since 2005 and that Grupo Aeroméxico filed a voluntary petition under Chapter 11 of the U.S. federal bankruptcy laws in June 2020. The committee and the board concluded that this event does not reflect upon the integrity of Dr. Conesa or his ability and qualifications to serve on our board, but was a direct consequence of the unprecedented global COVID-19 pandemic that resulted in domestic and international travel restrictions and severely impacted the air travel industry.

For additional information about the nominees and their qualifications, see “Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement.”

Our Safety, Sustainability and Technology Committee currently is, and at all times in 2023 was, entirely composed of independent directors under the independence standards established by the NYSE. This committee’s responsibilities include, among others, assisting the board:

Our Executive Committee meets on call by the Chairman of this committee to act on emergency or other time-sensitive issues during periods between meetings of the Board of Directors when scheduling or other requirements make it difficult to convene the full board.

The board has adopted a Director Communications Screening Policy to facilitate communications with the company’s Board of Directors, which is available on our website under the “Corporate governance” tab of the “Investors” tab. Under this policy, shareholders, employees and other interested parties who wish to communicate with the board, non-management directors as a group, a board committee or specific individual director may do so by writing to the board or the specific directors or group of directors in care of our Corporate Secretary. Any such communications regarding accounting, accounting policies, internal accounting controls and procedures, auditing matters, financial reporting processes or disclosure controls and procedures are relayed to the Audit Committee Chair.

All communications are reviewed by the Corporate Secretary and provided to the directors consistent with a screening policy providing that unsolicited marketing or advertising materials, routine items that can be appropriately addressed by management, and certain other items unrelated to the duties and responsibilities of the board are not relayed to directors. All communications, including any communication that is not relayed, is recorded in a log and made available to any director upon request.

The address to which communications to the board should be sent is:

The Compensation and Talent Development Committee of the Sempra Board of Directors reviews non-employee director compensation on an annual basis. The committee’s independent compensation consultant, Exequity, annually provides the committee with a report that analyzes the competitiveness of Sempra’s director compensation in total and by component. Any changes to director compensation are approved by the Board of Directors.

Directors who also are employees of the company are not additionally compensated for service as a director. The compensation of Jeffrey W. Martin, our Chairman, Chief Executive Officer and President, is summarized in the 2023 Summary Compensation Table appearing under “Executive Compensation—Compensation Tables” below.

Our 2023 non-employee director compensation program is summarized in the table below.

Directors who are not employees of Sempra received annual retainers in 2023 as set forth in the table above. Directors could elect to receive their retainer in cash or to defer it into phantom investment funds (including a fund for which interest is credited at the higher of 110% of the Moody’s Corporate Bond Yield Average or the Moody’s Corporate Bond Yield Average plus 1%) or phantom shares of our common stock.

Each quarter in 2023, non-employee directors were credited with a number of vested phantom shares of our common stock having a market value of $12,500, which we refer to as Mandatory Deferred Equity, and are required to hold these phantom shares until retirement or other separation from the board. Following the director’s retirement or other separation from the board, the current market value of the shares credited to the director’s account (together with related reinvested dividend equivalents) is paid to the director in cash. Directors also received initial or annual equity awards, which are described below.

In our 2023 director compensation program, any newly appointed non-employee director would have received an initial equity award having a market value of $125,000 and vesting (together with related reinvested dividend equivalents) on the first anniversary of the grant date.

Thereafter, at each annual shareholders meeting (other than any annual meeting that is immediately following and in the same calendar year as the director’s initial appointment to the board), each non-employee director who continues to serve as a director receives an annual equity award having a market value of $125,000 that vests (together with related reinvested dividend equivalents) on the date of the next annual shareholders meeting. Directors could elect to receive the initial and annual equity awards in the form of restricted stock units or phantom shares of our common stock.

Unvested restricted stock units or phantom shares of our common stock immediately vest if the director’s service on the board terminates by reason of death, disability or removal without cause. Upon any other termination event, all unvested restricted stock units or phantom shares are forfeited.

Based on Exequity’s review of market data and in an effort to continue to provide competitive compensation, the following changes were made to our non-employee director compensation program in 2023:

We summarize below the 2023 compensation of our non-employee directors who served on our board during the year.

The following table reflects the components of the stock awards granted to each non-employee director in 2023:

The following table summarizes outstanding equity balances for each non-employee director at December 31, 2023:

In addition to the compensation for non-employee directors set forth above, Sempra has agreements with these directors that provide for indemnification for monetary damages to the fullest extent permissible under California law, which are intended to help mitigate concerns about personal liability in connection with their service for the company.

The Audit Committee of the Board of Directors is composed of the four directors named below, all of whom have been determined by the board to be independent directors. The board also has determined that all members of the committee are financially literate and that Mr. Taylor, the Chair of the committee, is an audit committee financial expert as defined by the rules of the U.S. Securities and Exchange Commission. The committee’s charter, adopted by the board, is posted on the company’s website at www.sempra.com under the “Corporate governance” tab of the “Investors” tab.

The committee’s responsibilities include appointing the company’s independent registered public accounting firm, pre-approving both audit and non-audit services to be provided by the firm and assisting the board in providing oversight of the company’s financial reporting process. In fulfilling its oversight responsibilities, the committee meets with the company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal control and financial reporting matters.

It is not the committee’s responsibility to plan or conduct audits or to determine that the company’s financial statements and disclosures are complete, accurate and in accordance with accounting principles generally accepted in the United States of America and applicable laws, rules and regulations. Management is responsible for the company’s financial statements, including the estimates and judgments on which they are based, as well as the company’s financial reporting process, accounting policies, internal audit function, internal control over financial reporting, disclosure controls and procedures, and risk management. The company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an audit of the company’s annual financial statements, expressing an opinion as to the conformity, in all material respects, of the annual financial statements with accounting principles generally accepted in the United States of America, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting and performing reviews of the company’s quarterly financial statements.

The committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission, which require the independent registered public accounting firm to communicate information to the committee regarding the scope and results of its audit of the company’s financial statements, including information with respect to the firm’s responsibilities under auditing standards generally accepted in the United States of America, significant accounting policies, management judgments and estimates, any significant unusual transactions or audit adjustments, any disagreements with management and any difficulties encountered in performing the audit and other similar matters required to be discussed with the committee by those standards.

The committee also has received from Deloitte & Touche LLP a report providing the disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. Deloitte & Touche LLP also has discussed its independence with the committee and confirmed in the report that, in its professional judgment, it is independent of the company within the meaning of the federal securities laws. The committee also considered whether Deloitte & Touche LLP’s provision of non-audit services to the company and its affiliates is compatible with its independence.

The committee also has reviewed and discussed with the company’s management the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, and management’s report on internal control over financial reporting. Management has confirmed to the committee that the financial statements have been prepared with integrity and objectivity and that management has maintained an effective system of internal control over financial reporting. Deloitte & Touche LLP has expressed its professional opinions that the financial statements present fairly, in all material respects, the financial position and results of operations of the company in conformity with accounting principles generally accepted in the United States of America, and that management has maintained, in all material respects, an effective system of internal control over financial reporting. In addition, the company’s Chief Executive Officer and Chief Financial Officer have reviewed with the committee the certifications that each will file with the U.S. Securities and Exchange Commission pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the policies and procedures management has adopted to support the certifications.

Based on these considerations, the Audit Committee has recommended to the Board of Directors that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.

The following table shows the number of shares of our common stock (rounded down to the nearest whole share where applicable) beneficially owned as of March 8, 2024, by each of our directors, by each of our executive officers named in the executive compensation tables in this proxy statement (named executive officers), and by all of our directors and executive officers as a group. The shares of common stock beneficially owned by each of our directors and named executive officers and by our directors and executive officers as a group in each case total less than 1% of our outstanding shares of common stock. In calculating these percentages, shares under the heading “Phantom Shares” are not included because these phantom shares (i) cannot be voted and (ii) may only be settled for cash or cannot be settled for shares of our common stock within 60 days after March 8, 2024. As of March 8, 2024, 632,535,806 shares of our common stock were outstanding.

For information regarding share ownership guidelines applicable to our directors and officers, see “Corporate Governance—Board of Directors—Director Share Ownership Guideline” and “Executive Compensation—Compensation Discussion and Analysis—Share Ownership Guidelines,” respectively.

Based on a review through March 8, 2024 of filings made under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (Exchange Act), the following table shows each person or entity known by us to be a beneficial owner of more than 5% of our common stock:

Proposals 1, 2 and 3 have been included in this proxy statement at the direction of the Board of Directors. The board recommends that you vote “FOR” each of the nine director nominees named in this proxy statement on Proposal 1 and “FOR” each of Proposals 2 and 3.

Directors are elected at each annual meeting of our shareholders for terms expiring at the next annual meeting of our shareholders. The Board of Directors has nominated the following individuals to stand for election as directors at the Annual Shareholders Meeting, all of whom are currently directors:

Properly executed proxies will be voted “FOR” each of these nine nominees unless other voting instructions are provided. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by the board. In no event may the proxies be voted for more than nine nominees.

The board has determined that each non-employee nominee is an independent director under the NYSE independence standards. Information about director independence is described under “Corporate Governance—Board of Directors—Director Independence.”

Sempra has a strong track record of maintaining board diversity through its thoughtful board refreshment process. Of the director nominees named in this proxy statement, 56% are women or people of color; 22% have served less than five years (excluding Bethany J. Mayer from this group due to her service on our board prior to her current appointment), with an average tenure of 7 years; and 89% are independent directors under NYSE independence standards. Sempra’s refreshment process has enhanced the diversity of our board across key characteristics, including tenure, racial and ethnic and gender diversity. Since 2017 until changes in board composition in 2023, Sempra’s board has exceeded 30% gender diversity and 50% overall board diversity. As noted above, Sempra’s board is committed to reflecting diversity in its composition and considers this in its overall refreshment strategy.

The following summarizes the diversity, tenure and independence of our directors nominated to stand for election at the Annual Shareholders Meeting:

 

Our board possesses robust breadth and depth of experience and qualifications to oversee the company’s multiple businesses and global operations. The following sets forth the aggregate experience, skills and qualifications of the director nominees named in this proxy statement in areas of particular importance to our businesses:

 

Biographical information regarding each director nominee named in this proxy statement and his or her qualifications to serve as a director are set forth on the succeeding pages. In each biography below, unless otherwise indicated, the year shown as the beginning of each director’s tenure on the board is the year during which the director was first elected or appointed as a director of Sempra, and the age shown for each director is as of the mailing date of this proxy statement.

We are asking our shareholders to vote to elect each of the nine nominees named in this proxy statement as a director of our company. We have not received notice of any additional candidates to be nominated to stand for election as directors at the Annual Shareholders Meeting and the deadline for notice of the nomination of additional candidates has passed. Consequently, the election of directors will be an uncontested election and our bylaw provisions providing for majority voting in uncontested elections will apply. Under these provisions, to be elected as a director, a nominee must receive votes “FOR” his or her election constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares. If a nominee who currently is serving as a director does not receive sufficient “FOR” votes to be reelected, the director will cease to be a director not later than 90 days following the certification of the election results, and the resulting vacancy on the board may be filled by the remaining directors. If a nominee receives sufficient “FOR” votes, he or she will be reelected to serve until our next annual shareholders meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

The Audit Committee of the Board of Directors has retained Deloitte & Touche LLP as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2024. Deloitte & Touche LLP has served as our independent registered public accounting firm continuously since our inception in 1998. Deloitte & Touche LLP or its predecessors also have served as the independent registered public accounting firm of SDG&E and SoCalGas or their parent companies continuously since 1935 and 1937, respectively. Representatives of Deloitte & Touche LLP are expected to attend the Annual Shareholders Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders.

The following table shows fees paid to Deloitte & Touche LLP for services provided to Sempra in 2023 and 2022:

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight, including the oversight of the audit fee negotiations, of our independent registered public accounting firm. Except where pre-approval is not required by SEC rules, the committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra and its subsidiaries, including all services provided by Deloitte & Touche LLP for Sempra in 2023 and 2022. The committee’s pre-approval policies and procedures provide for the general pre-approval of specific types of services and give detailed guidance to management as to the services that are eligible for general pre-approval, and they require specific pre-approval of all other permitted services. For both types of pre-approval, the committee considers whether the services to be provided are consistent with maintaining the firm’s independence. The committee’s policies and procedures also delegate authority to the Chair of the committee to address any requests for pre-approval of services between committee meetings, with any pre-approval decisions to be reported to the committee at its next scheduled meeting.

The Audit Committee regularly meets in executive session with only committee members present and with Deloitte & Touche LLP’s lead audit partner present, in each case without members of management present. This provides an opportunity for the Audit Committee to assess Deloitte & Touche LLP’s effectiveness and independence for determining reappointment as well as consideration of rotating audit firms. The Audit Committee considers various factors in determining whether to reappoint Deloitte & Touche LLP, including the firm’s level and quality of service and professional integrity and objectivity in executing audits; professional qualifications; understanding of our businesses and industry; capability and expertise in handling the breadth and complexity of our businesses; and independence policies and processes for maintaining independence. The committee also considers external data such as peer reviews and recent Public Company Accounting Oversight Board reports on the firm, as well as the firm’s tenure in serving as our independent registered public accounting firm. Although auditor tenure is one data point to be considered, the Public Company Accounting Oversight Board has acknowledged that there is no conclusive linkage between tenure and audit quality. Deloitte & Touche LLP’s tenure as our independent registered public accounting firm has allowed it to gain institutional knowledge and a deep understanding of our businesses, accounting policies, and internal control over financial reporting, which the Audit Committee considers beneficial. In addition, the Audit Committee and its Chair are directly involved in the selection of the new lead audit partner in connection with the mandated five-year rotation of the audit firm’s lead audit partner, which most recently occurred in 2019 and is scheduled to occur again this year.

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. Ratification would be advisory only, but the Audit Committee may reconsider the appointment if it is not ratified. The members of the Audit Committee and the Board of Directors believe the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of our company and our shareholders. Ratification requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares.

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory basis, a resolution on the compensation of the named executive officers as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our 2023 executive compensation program. We currently provide our shareholders the opportunity to vote on a say-on-pay proposal every year, and as a result, the next vote on a say-on-pay proposal following the Annual Shareholders Meeting is expected to occur at our 2025 annual shareholders meeting.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

“RESOLVED, that, as an advisory matter, the shareholders of Sempra approve the compensation paid to the company’s named executive officers as disclosed in the company’s 2024 proxy statement pursuant to Item 402 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Approval requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares.

Even though this say-on-pay vote is advisory and will not be binding on the company, the Compensation and Talent Development Committee and the Board of Directors value the opinions of our shareholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our shareholders’ concerns, and the Compensation and Talent Development Committee will evaluate and determine what actions may be necessary or appropriate to address those concerns when making future executive compensation decisions. However, shareholders should note that this advisory vote on executive compensation occurs well after the beginning of the current compensation year. In addition, the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another. Therefore, in many cases, it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of shareholders.

Proposals 4 and 5 were submitted for inclusion in this proxy statement at the direction of shareholders of the company and will be submitted to a vote at the Annual Shareholders Meeting if properly presented at the meeting. The board recommends that you vote “AGAINST” Proposal 4 and “AGAINST” Proposal 5. In accordance with SEC rules, the proposals and their supporting statements are being reprinted as they were submitted to Sempra by the applicable proponent and Sempra takes no responsibility for them. The proposals and their supporting statements may contain assertions about the company or other statements that we do not endorse or that we believe are incorrect, but the board has not attempted to refute all of these assertions. We have put a box around the proposal and its supporting statement as provided by each proponent so that readers can easily distinguish between material provided by the proponents and material provided by the company.

Proposal 4 was submitted by Mr. John Chevedden, who has advised us that he or a representative intends to introduce the proposal included below at the Annual Shareholders Meeting. Sempra has been advised that Mr. Chevedden is the owner of no fewer than 40 shares of Sempra common stock. The company will furnish the address of Mr. Chevedden promptly upon a shareholder’s oral or written request.

The Board of Directors has carefully considered the foregoing shareholder proposal and recommends a vote “AGAINST” this proposal for the following reasons:

We believe our existing tailored policy—rather than the overly broad policy contemplated by this proposal—is the proper approach to align our executive compensation programs with long-term shareholder value creation. The proposed policy would be impractical to implement and would limit our ability to attract and retain qualified executive talent. In contrast, our current policy provides a reasonable limit on executive cash severance payments without unduly restricting our ability to establish severance arrangements with key executives that reflect market practices. For example, our policy allows certain reasonable exclusions to the types of compensation subject to the policy, such as (i) the grant, vesting, acceleration, settlement, payment or other handling of awards granted or purchased under shareholder-approved or inducement plans, (ii) payment of deferred compensation and retirement benefits pursuant to the terms of any plan, policy or agreement of the company or its affiliates governing these benefits and (iii) payment or provision of perquisites, insurance, disability, health and welfare plan coverage, outplacement or retraining, financial planning, and other benefits generally available to similarly-situated employees. A copy of the policy is set forth as Appendix E, and any description of the policy in this statement of opposition is qualified in its entirety by the terms of the policy.

Implementing the proposal would require certain aspects of employment offers to be contingent upon shareholder approval. This requirement would put the company at a competitive disadvantage as an employer because the severance benefits implicated by the proposal are often raised by executives and prospective candidates when negotiating retention arrangements and employment offers. Although our existing policy requires shareholder approval for certain severance arrangements, it gives the company the flexibility to offer commonly used or negotiated severance terms such as acceleration of vesting of equity awards upon a change in control. With the proponent’s policy, on the other hand, shareholder approval would become the rule rather than the exception. Top candidates for key executive positions may be unwilling to wait for shareholder approval and may instead seek employment at peer companies that do not have onerous shareholder approval requirements. Further complicating matters is the fact that a prospective executive hire would be forced to resign from his or her current position or risk being terminated, given that our offer would need to be contingent on a public shareholder vote, which is a completely untenable position for many executives. As a result, the proposed policy would severely restrict our ability to attract highly qualified executives and develop competitive executive retention packages, particularly in periods of intense labor competition. Both of these effects could negatively impact our efforts to deliver shareholder value and achieve our long-term strategic objectives.

Long-term equity-based incentives in the form of restricted stock units and stock options are a critical component of our executive compensation programs. These equity awards align executives’ interests with shareholders’ interests by tying a substantial portion of executive compensation to the achievement of strong performance and sustained value creation. It is widespread market practice, particularly for highly sought-after executives, that employment or severance pay agreements provide for at least partial vesting of equity awards upon certain types of termination events, such as in connection with a change in control. By requiring shareholder approval for executives to realize the full value of their equity awards upon a qualifying termination, the proposed policy would effectively reduce the recruitment and retention value of long-term equity incentives in our executive compensation programs. As a result, the proposed policy would undermine the alignment of executive compensation with shareholders’ interests—one of the key goals of our executive compensation programs.

Sempra’s shareholder-approved, broad-based 2019 Long-Term Incentive Plan expressly provides for, or permits acceleration of, awards upon certain qualifying termination events. Implementing the proposal would require Sempra to choose between (i) the elimination of change in control provisions, which the board believes encourage our executive officers, who might otherwise be distracted by a potential loss of employment, to remain with the company and diligently work to achieve long-term strategic objectives, including completing a transformative transaction and any related transition process and (ii) making offers to highly qualified executives that are contingent on a lengthy and public shareholder approval process, an untenable position for many officers who would need a firm offer before resigning from their current employer.

Our compensation programs are designed to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance. To align executives’ and shareholders’ incentives, our executive compensation programs do not provide for any excise tax gross-ups and require a qualifying termination following a change in control before any change in control cash severance payments. There are no “single-trigger” cash severance payments upon a change in control. See “Compensation Discussion and Analysis—Compensation Components—Severance and Change in Control Arrangements” for more information.

The benefits available under our severance pay agreements with our executive officers generally are in line with the arrangements offered by our peers. Please see the fulsome description of these severance payments under “Compensation Tables—Severance and Change in Control Benefits” below.

We believe our severance benefits are fair and reasonable in light of market practices in our industry, the contributions of our executives to our growth and financial performance and the value we expect to receive from retaining their continued services. Therefore, we believe this proposal is unnecessary.

Our annual “say-on-pay” vote provides a regular opportunity for all our shareholders to assess and provide feedback on our executive compensation programs. The board and management value feedback from our shareholders, and we proactively engage with, and solicit additional input from, many of our shareholders regarding our current executive compensation programs and potential changes under consideration by the Compensation and Talent Development Committee. In our 2023-2024 engagement cycle, we contacted shareholders representing approximately 63% of our outstanding shares of common stock and held meetings with shareholders representing approximately 56% of our outstanding shares of common stock (a significant portion of our institutional share ownership), at which we discussed executive compensation and other matters. A summary of feedback from shareholders at these meetings is provided to management and the board, who routinely discuss shareholders’ assessments of our executive compensation programs. Our regular engagement with shareholders about our executive compensation programs makes the proposal’s overly burdensome shareholder approval requirements unnecessary.

Over our last five annual shareholders meetings, we have received an average of approximately 94% support for the advisory “say-on-pay” vote to approve our executive compensation. Also, in 2019 we received over 95% support for the company’s 2019 Long-Term Incentive Plan, which authorizes awards to be accelerated upon termination in certain circumstances. These voting results demonstrate continued investor support for our executive compensation program design, including our severance benefits.

For the reasons described above, the board believes the policy requested by this proposal would be impractical to implement and inappropriate for Sempra. The proposal is not tailored to the design of our company’s executive compensation program and seeks to address a hypothetical issue not previously focused on by shareholders during our regular engagement that is already addressed by our existing policy to limit cash severance benefits. The board also believes that Sempra’s current severance benefits are reasonable and that the Compensation and Talent Development Committee—which is composed entirely of independent directors and which has retained its own independent compensation consultant—is best positioned to determine whether, and in what forms and amounts, severance benefits should be offered to our executive officers.

Proposal 5 was submitted by the Utility Workers Union of America (UWUA), who has advised us that a representative of the UWUA intends to introduce the proposal included below at the Annual Shareholders Meeting. Sempra has been advised that the UWUA is the owner of 364 shares of Sempra common stock. The company will furnish the address of the UWUA promptly upon a shareholder’s oral or written request.

The Board of Directors has carefully considered the foregoing shareholder proposal and recommends a vote “AGAINST” this proposal for the following reasons:

The Sempra Board of Directors oversees an extensive range of safety and environmental matters, including, among many others, the matters referenced in the proposal. Within Sempra’s shared governance model, the Sempra board’s Safety, Sustainability and Technology Committee was established more than 10 years ago to assist the board in overseeing management’s implementation of our risk management and oversight programs and the company’s performance related to health, safety, safety culture, climate change, environment, sustainability and other related matters. In fulfilling these duties, the committee regularly receives reports from management on safety and environmental topics and incidents affecting our businesses, including related risks and opportunities and the strategies taken by management to address them. In accordance with the Safety, Sustainability and Technology Committee charter, in the event of any fatality or life-threatening safety incident involving our operations, the committee holistically reviews the incident with management and discusses management’s development and implementation of appropriate responses. The committee also reviews with management compliance with safety, environmental and labor laws and discusses with management implementation and improvement of policies, programs and systems designed to mitigate the occurrence and extent of safety and environmental incidents, relying extensively on lessons learned from prior incidents. Examples of this are described below. The Safety, Sustainability and Technology Committee met quarterly in 2023 and reported on their discussions to the full Sempra board, with special attention paid to safety and environmental issues.

Sempra’s shared governance model is replicated at our operating companies. Their boards of directors and the dedicated safety and/or sustainability committees at the majority of our operating companies serve as an additional layer of oversight of safety and environmental matters, focusing on the applicable company’s specific operations and collectively helping Sempra’s board build a comprehensive approach to safety and environmental oversight and align our organization-wide safety and environmental efforts. Collectively, the operating company board committees that oversee safety and/or sustainability matters held meetings or conducted site visits at least 14 times in 2023 and regularly reported on their discussions to the full board of the applicable operating company, with any significant matters brought to the attention of the Safety, Sustainability and Technology Committee and the full Sempra board. Further, Sempra California companies have established external safety advisory councils composed of participants from the communities they serve, which meet quarterly and provide additional meaningful guidance to management that is shared with the applicable operating board-level safety committees.

The policies, programs and systems overseen at the respective boards of Sempra and our operating companies are foundational to our organization-wide safety and environmental commitment, directly or indirectly impacting every employee and contractor of the organization. These include, among many others, safety training programs, emergency management and response training for critical employees, safety-related scenario planning and simulation, operational contingency planning, emergency planning and preparedness in the communities we serve, reviewing safety plans and procedures with work crews regularly, benchmarking, review and analysis of safety trends, and sharing lessons learned from safety incidents and near misses across our businesses.

Sempra’s commitment to safety and responsible environmental stewardship and the effective implementation of policies, programs and systems designed to mitigate the occurrence and extent of safety and environmental incidents is so integral to our businesses that a substantial percentage of the annual incentive compensation for certain executives is based on the achievement of specified safety and environmental metrics that are carefully selected annually by the applicable board of directors or its relevant committees, with a significant portion of every Sempra executive officer’s annual incentive compensation tied to the achievement of such metrics. See the “Compensation Discussion and Analysis” in this proxy statement for more information about Sempra’s executive compensation program.

Sempra has robust disclosures that reflect our commitment to sustainable business practices, including our prioritization of safety and environmental matters. These disclosures demonstrate how Sempra and our businesses manage our operations to mitigate safety risk and protect the environment and the communities where we operate.

For 16 consecutive years, we have published our annual corporate sustainability report discussing our targets and key performance metrics for improving workplace and public safety and energy reliability and resiliency. The preparation and content of this report is overseen by the Safety, Sustainability and Technology committee, which reviews with management both the report and our controls and procedures for creating it. The report includes extensive disclosures and detailed metrics about numerous safety and environmental topics and the results we have achieved by implementing the following initiatives, among many others:

These initiatives are designed to proactively prepare for and avoid safety and environmental incidents and, if and when such incidents do occur, mitigate their impacts and continuously improve our response. As discussed further below, two key examples of this are with respect to the SoCalGas Aliso Canyon natural gas storage facility and SDG&E’s wildfire mitigation and prevention initiatives.

Importantly, Sempra California’s initiatives in response to the Aliso Canyon storage facility leak and the 2007 San Diego wildfires have been discussed extensively in the timely public disclosures that we make to our stakeholders, including in our previous corporate sustainability reports. These examples of the robust disclosures we regularly make about our safety and environmental initiatives and performance demonstrate that the report requested by the proposal is unnecessary.

Beginning in 2016, SoCalGas undertook an extensive suite of safety enhancements at the Aliso Canyon underground storage facility, including replacing steel tubing in storage wells and reconfiguring the operations to provide for a dual barrier to the underground formation, as well as performing a comprehensive set of tests to validate the wells’ integrity, all under the oversight of the California Department of Conservation Geologic Energy Management Division (formerly the Division of Oil, Gas and Geothermal Resources) (CalGEM), in consultation with experts from three DOE National Laboratories. Following what we believe was among the most rigorous safety reviews of a natural gas storage facility in the United States at the time, in 2017 CalGEM and the California Public Utilities Commission confirmed the facility was safe to operate. In May 2022, the California Air Resources Board affirmed that SoCalGas had met, and in fact exceeded, its environmental mitigation obligations related to the Aliso Canyon incident. Ongoing steps to promote infrastructure and public safety at SoCalGas’ Aliso Canyon facility include: