UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant 
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SEMPRA
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS



March 25, 2024


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,


Jeffrey W. Martin
Chairman and Chief Executive Officer
Cynthia J. (CJ) Warner
Lead Independent Director

TABLE OF CONTENTS

Table of Contents

TABLE OF CONTENTS



Notice of Annual
Shareholders Meeting
488 8th Avenue
San Diego, California 92101
(877) 736-7727



DATE AND TIME
Thursday, May 9, 2024
9 a.m. Pacific Time
LOCATION
Virtual-only meeting at
www.virtualshareholdermeeting.com/SRE2024
RECORD DATE
March 13, 2024
Business Items
Board Recommendations
1.
Election of the nine director nominees named in the accompanying proxy statement
FOR each director nominee named in the accompanying proxy statement
2.
Ratification of appointment of independent registered public accounting firm
FOR ratification of appointment of independent registered public accounting firm
3.
Advisory approval of our executive compensation
FOR advisory approval of our executive compensation
4.
Shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements
AGAINST shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements
5.
Shareholder proposal requesting a report on certain safety and environmental matters
AGAINST shareholder proposal requesting a report on certain safety and environmental matters
Consideration of other matters that may properly come before the meeting and any adjournments or postponements thereof, if any
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
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders
Meeting to be Held on May 9, 2024.
This Notice of Annual Shareholders Meeting, the Accompanying Proxy Statement, the Proxy Card and the
Annual Report to Shareholders are available on the Internet at www.proxyvote.com.
2024 Proxy Statement
1

TABLE OF CONTENTS

Proxy Statement Summary
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.
Annual Shareholders Meeting Details
DATE/TIME: Thursday, May 9, 2024 — 9 a.m. Pacific Time
LOCATION: www.virtualshareholdermeeting.com/SRE2024
Shareholder Voting Matters
Business Items
Board’s
Recommendation
Rationale
BOARD PROPOSALS
 
 
1. Election of the nine director nominees named in this proxy statement
FOR each
director nominee
The board believes that each of the nine director nominees possesses a diverse and robust range of critical skills and attributes that collectively contribute to the effective oversight of Sempra’s evolving strategy and the material risks and opportunities facing our business.
See page 28 for more detail.
2. Ratification of appointment of independent registered public accounting firm
FOR
The board believes it is in the best interests of Sempra and its shareholders for Deloitte & Touche LLP to continue to serve as the company’s independent registered public accounting firm for 2024.
See page 36 for more detail.
3. Advisory approval of our executive compensation
FOR
The board believes that our compensation programs are effectively structured to prioritize pay-for-performance alignment to attract and retain a high-performing leadership team and motivate these leaders to execute Sempra’s strategic priorities and drive long-term shareholder value creation.
See our “Compensation Discussion and Analysis” beginning on page 46 for more detail on our compensation philosophy and program elements.
SHAREHOLDER PROPOSALS
4. Shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements
AGAINST
The board has carefully considered the shareholder proposal and recommends a vote “AGAINST” because 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, including enabling us to offer competitive compensation packages to attract and retain our highly qualified executives.
See page 39 for more detail.
5. Shareholder proposal requesting a report on certain safety and environmental matters
AGAINST
The board has carefully considered the shareholder proposal and recommends a vote “AGAINST” because we already provide extensive disclosures about the robust policies, programs and systems we have in place to help protect our workforce and the communities we serve, as well as our governance approach and stakeholder engagement with respect to these matters, rendering the requested report unnecessary.
See page 42 for more detail.
2
2024 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary
Director Nominees
Name and Occupation
Age
Director
Since
Independent
Standing Board Committee
Memberships(A)
AC
CTD
CGC
SST
EC

Andrés Conesa, Ph.D.
Chief Executive Officer, Grupo Aeroméxico, S.A.B. de C.V
54
2017
 
 
 

Pablo A. Ferrero
Independent energy consultant
61
2013

Richard J. Mark
Retired Chairman and President, Ameren Illinois Company
68
2023
 
 
 
 

Jeffrey W. Martin
Chairman of the Board, Chief Executive Officer and President, Sempra
62
2018


Bethany J. Mayer
Executive Advisor, Siris Capital Group LLC
62
2019(B)
 
 

 

Michael N. Mears
Retired Chairman, President and Chief Executive Officer, Magellan Midstream Partners L.P.
61
2018


Jack T. Taylor
Retired Chief Operating Officer – Americas and Executive Vice Chair of U.S. Operations, KPMG LLP (U.S.)
72
2013
 
 
 

Cynthia J. Warner
Retired President and Chief Executive Officer, Renewable Energy Group, Inc.
65
2019
     

James C. Yardley
Retired Executive Vice President, El Paso Corp.
72
2013
 
 
 
 
Board committees with 100% independent director membership
   Committee Member     Committee Chair     Audit Committee Financial Expert     Lead Independent Director
(A)
Director nominee membership in the following standing board committees and other designations as of the mailing date of this proxy statement:
AC = Audit Committee
CTD = Compensation and Talent
Development Committee
CGC = Corporate
Governance Committee
SST = Safety, Sustainability
and Technology Committee
EC = Executive Committee
(B)
Ms. Mayer previously served as a director from February 2017 through November 2018. She also previously served as an officer of the company from November 2018 through January 2019. Ms. Mayer is an independent director under New York Stock Exchange independence standards, which require three years to elapse after an employment relationship before becoming eligible to be an independent director, as well as the standards of some shareholders and proxy advisors that require five years to elapse after an employment relationship before becoming eligible to be an independent director.
2024 Proxy Statement
3

TABLE OF CONTENTS

Proxy Statement Summary
Director Nominee Composition

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.
Strong Governance Practices
Supported by feedback from our shareholders, we believe our practices and policies described below reflect strong corporate governance practices.
Lead Independent Director with clearly defined and robust responsibilities
Annual election of all directors
Proxy access right for shareholder nominations of director candidates
Majority-vote and resignation policy for directors in uncontested elections
Shareholders representing in the aggregate 10% or more of our outstanding shares may call a special meeting of shareholders
Comprehensive, ongoing succession planning for key executives by the board
Strong history of board refreshment designed to maintain balanced and diverse board composition and tenure
Directors should not be nominated to stand for election after attaining age 75
Board-level oversight of sustainability, including enhanced focus of Safety, Sustainability and Technology Committee on sustainability and related matters
Board-level oversight of human capital management, including diversity and inclusion initiatives
Annual board, director and standing committee evaluations (except for Executive Committee)
Eight of our nine director nominees are independent directors under NYSE independence standards
All board committees (other than the Executive Committee) are composed of 100% independent directors
Director overboarding policy in place aligned with the preferences and policies of many of our shareholders
Executive sessions of non-management directors at all regular board meetings
99% aggregate attendance of incumbent directors at board and committee meetings in 2023
Prohibition on hedging or pledging company stock
Robust share ownership guidelines for directors and officers
Active shareholder engagement with key members of management and our Lead Independent Director (see pages 17 and 50 for more detail)
Code of conduct applicable to directors and principal and executive officers supplements our code of conduct applicable to all employees
4
2024 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary
Business and Performance
Company Overview
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.
Sempra California and Sempra Texas
Sempra Infrastructure
 We own regulated electric and natural gas utilities in California and hold significant interests in regulated electric utilities in Texas.
 We expect our utility businesses to continue to require investments in critical transmission and distribution infrastructure, modernize energy systems and remain focused on delivering cleaner, safer
and more reliable energy.
 Our energy infrastructure business is primarily focused on helping to advance energy security by investing in critical infrastructure in the U.S. and Mexico. We believe diverse sources of energy will continue to be important domestically and internationally.
 Our revenues for these businesses generally are tied to long-
term contracts with counterparties we believe are creditworthy.
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:

2024 Proxy Statement
5

TABLE OF CONTENTS

Proxy Statement Summary
Performance
Financial Performance Highlights
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:
Strong Dividend Growth: The compound annual growth rate (CAGR) of our common stock dividend exceeded the median CAGR for companies in the S&P 500 Utilities Index over the past five, 10 and 20 years.
14 Consecutive Years of Dividend Increases: From 2010 to 2023, we increased our annual dividend from $0.78 to $2.38 per common share. The Board of Directors raised the dividend for the fourteenth consecutive year in 2024, increasing the dividend to $2.48 per common share on an annualized basis.


Figures 1 and 2
(1)
As of or for the years ended December 31, 2013, 2018 and 2023, as the context requires. Dollars in billions, except annual dividends.
(2)
GAAP means generally accepted accounting principles in the United States of America.
(3)
Adjusted Earnings is a non-GAAP financial measure. Adjusted Earnings for the years ended December 31, 2013 and 2018 have been updated from their original presentation to exclude additional items to conform to the presentation for the year ended December 31, 2023. For a reconciliation of GAAP Earnings to Adjusted Earnings, see Appendix A to this proxy statement. All references to earnings throughout this proxy statement refer to the performance of Sempra and its consolidated entities collectively.
(4)
For periods ended December 31, 2023.
6
2024 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary
Strategic Performance Highlights
Key strategic and operational accomplishments are highlighted below:


(1)
Refers to the increase from our 2023-2027 capital plan to our 2024-2028 capital plan, which includes Sempra’s proportionate ownership interest in projected capital expenditures at unconsolidated entities, while excluding Sempra’s projected capital contributions to those entities, and excludes noncontrolling interest’s proportionate ownership interest in projected capital expenditures at Sempra and at unconsolidated entities. Sempra’s capital plan is based on a number of assumptions, the failure of which to be accurate could materially impact Sempra’s actual capital expenditures.
(2)
Adjusted EPS and Adjusted EPS CAGR are non-GAAP financial measures. Adjusted EPS for the year ended December 31, 2018 was updated from its original presentation to exclude additional items to conform to the presentation for the year ended December 31, 2023. For a reconciliation of GAAP EPS to Adjusted EPS, see Appendix A to this proxy statement. All references to EPS throughout this proxy statement refer to the performance of Sempra and its consolidated entities collectively.
(3)
Amount approximated based on calculation of fugitive emissions (leaks and vented emissions) through 2022. Methane emissions reduction results are currently under review by the California Public Utilities Commission (CPUC) and California Air Resources Board (CARB). Applicable California law and regulations require California gas corporations to reduce methane emissions by 20% below 2015 baseline by 2025 and 40% below 2015 baseline by 2030. Utilities’ progress toward state goals are tracked and reported via CPUC-mandated annual reports.
(4)
All financial and operating metrics represent 100% of Oncor’s 2023 year-end results.
2024 Proxy Statement
7

TABLE OF CONTENTS

Proxy Statement Summary
Executive Compensation
2023 Compensation Overview
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.
Performance-Based Annual Bonus
80% ABP Earnings (as defined below)
 Provides an accurate, comprehensive, and
understandable picture of annual financial performance
12% Safety Measures (as defined below)
 Promotes safe and responsible operations and the
safety of customers and employees
8% Sustainability Measures (as defined below)
 Promotes sustainable operations and strong
governance
Long-Term Equity-Based Incentives(1)
Performance-Based Restricted Stock Units (weighted at two-thirds, collectively)
 One-third based on 3-year relative total shareholder return (TSR), allocated evenly between
   Relative TSR vs. S&P 500 Utilities Index(2)
   Relative TSR vs. S&P 500 Index
 One-third based on 3-year EPS CAGR with payout scale set based on forward consensus estimates of EPS CAGR of S&P 500 Utilities Index peers(2)
Stock Options (weighted at one-third)
 Focus on growth and shareholder alignment
(1)
As used in this proxy statement, the term “long-term equity-based incentives” refers to the annual long-term incentive plan (LTIP) awards granted on January 3, 2023.
(2)
For purposes of long-term equity-based incentives and labor market reviews, all references to the S&P 500 Utilities Index or our S&P 500 Utilities Index peers refer to the companies constituting the S&P 500 Utilities Index, excluding water companies.
2023 Compensation Decisions and Outcomes
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.
8
2024 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary
Voting Information
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:




Using the Internet at www.proxyvote.com or
scanning the QR code included
in your proxy materials
Calling (800) 690-6903
in the U.S. and Canada
Mailing your marked, dated
and signed proxy card
Attending the Annual Shareholders
Meeting at
www.virtualshareholdermeeting.com/
SRE2024
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.
2024 Proxy Statement
9

TABLE OF CONTENTS

Corporate Governance
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.
Board of Directors
Functions
In addition to its general oversight role, our Board of Directors performs a number of specific functions, including, among others:
Selecting our Chief Executive Officer and overseeing his or her performance
Planning for management succession
Reviewing and monitoring strategic, financial and operating plans and budgets and their development and implementation by management
Assessing and monitoring risks to the company’s business and evaluating and overseeing risk management strategies
Reviewing and approving significant corporate actions
Fostering the company’s values-driven culture and reviewing and monitoring processes designed to maintain the company’s integrity, including financial statements, compliance with law and ethics and relationships with shareholders, employees, customers, suppliers and other stakeholders
Nominating directors, evaluating board effectiveness, appointing board committee members and overseeing effective corporate governance
Leadership Structure
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
10
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
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:
Provide leadership to the Board of Directors if circumstances arise in which the role of the Chairman of the Board may be, or may be perceived by the Lead Independent Director or by the other independent directors to be, in conflict
Preside at all meetings of the Board of Directors at which the Chairman of the Board is not available
Organize, convene and preside over executive sessions of the non-management directors
Act as the principal liaison between the independent directors and the Chairman of the Board and Chief Executive Officer
Review and approve all board and committee agendas and approve information sent to the board, providing input to management on the scope and quality of such information
Consult with the Chairman of the Board, Chief Executive Officer and committee Chairs regarding the topics and schedules of the meetings of the board and its committees and approve such schedules to assure that there is sufficient time for discussion of all agenda items
Call a special meeting of the Board of Directors or the independent directors at any time, at any place and for any purpose
In consultation with the Chief Executive Officer, assist the board, the Corporate Governance Committee and management in complying with the Corporate Governance Guidelines
Be available for consultation and direct communication with the company’s major shareholders
Collect and communicate to the Chairman of the Board and Chief Executive Officer the views and recommendations of the independent directors relating to his or her performance, other than with respect to the annual performance review
Consult with the Corporate Governance Committee as part of the committee’s review of director nominations and recommendations of director candidates
Together with the Chair of the Corporate Governance Committee and the Chairman of the Board, has the authority to extend the board’s invitation to selected candidates to join or be nominated for election to the board
Consult with directors regarding acceptance of memberships on other boards to assure that multiple board service does not conflict or otherwise interfere with such directors’ service to the company
Together with the Compensation and Talent Development Committee and the Chairman of the Board, report annually to the board on succession planning, including policies and principles for executive officer selection
Perform such other duties as may be assigned from time to time by the independent directors
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.
2024 Proxy Statement
11

TABLE OF CONTENTS

Corporate Governance
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.
Director Independence
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:
​Andrés Conesa
Richard J. Mark
Michael N. Mears
Cynthia J. Warner
Pablo A. Ferrero
Bethany J. Mayer
Jack T. Taylor
James C. Yardley
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.
Director Share Ownership Guideline
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.”
Director Overboarding Policy
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
12
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
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.
Board, Committee and Shareholder Meetings
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.
Evaluation of Board and Director Performance
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.
Each independent director receives an evaluation survey for each other independent director
Directors forward completed surveys to an outside law firm that compiles results, maintaining confidentiality
The law firm provides compiled results to the Corporate Governance Committee Chair who discusses with the Chairman of the Board
The Corporate Governance Committee Chair and Chairman of the Board address specific issues directly with individual directors as needed
The full board discusses results and identifies areas in which the board’s performance can be improved and enhanced to increase board effectiveness
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
2024 Proxy Statement
13

TABLE OF CONTENTS

Corporate Governance
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.
The Board’s Role in Risk Oversight
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 appropriate capital structure for our businesses
Utility investment plans consistent with state policy objectives and regulatory review and approval of significant investments
Non-utility investment policies, including requiring contractual commitments from third parties to purchase a substantial portion of the capacity or output of major non-utility projects before commencing construction on the projects, subject to exceptions
An employee compensation program that encourages and rewards sustainable growth in our businesses and is within an acceptable risk profile
Commitment policies that require board review and/or approval above certain dollar thresholds
Reviews of the company’s high-performing culture with a focus on key areas of our operations, such as safety, sustainability, diversity and inclusion of our workforce and customer service
With respect to investments in which we do not operate or control the applicable entity, careful selection of business partners and representation on the entity’s board or equivalent governing body when possible
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.
14
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
The Board’s Oversight of Sustainability Matters
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.
High-Performance Culture
The board actively oversees management’s commitment to building a high-performance culture that is consistent with our company values – do the right thing, champion people and shape the future. Sempra’s high-performance culture has an unwavering focus on safety in everything we do, a commitment to ethical and sustainable business practices, leadership and employee development, and a recognition that diverse perspectives and an inclusive environment propel our workforce and performance for the markets we serve.

Safety
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.
Employee Development
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.
2024 Proxy Statement
15

TABLE OF CONTENTS

Corporate Governance
Performance through Inclusion and Belonging
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.
Demand for Lower Carbon Energy
The board, primarily through its Safety, Sustainability and Technology Committee, takes an active role in providing oversight of Sempra’s strategies to drive resilient and safe operations while also making efforts to reduce the impact of company operations on the environment and support the demand for lower carbon energy, including our aim to have net-zero greenhouse gas emissions by 2050.(1) This includes reviewing business risks and opportunities in the context of local, national and global energy, economic and climate trends and regulations, as well as overseeing the company’s strategies to maintain a resilient energy infrastructure network to deliver energy safely and reliably. We have adopted an environmental policy to codify these principles and help us manage our implementation of these goals.

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:
Decarbonize key market sectors, including power generation, industry and transportation;
Diversify energy networks, including the integration of distributed energy resources; and
Digitalize energy systems, including use of robotics and artificial intelligence.
A portion of named executive officer compensation is linked to achieving milestones in this area.
Transparency
The board recognizes the importance of transparent communication around the key sustainability risks and opportunities that we believe are most relevant to our shareholders and other stakeholders. Periodic assessments that solicit input from our stakeholders, including an update conducted in 2023 that we expect to publish in 2024, inform the topics on which we report. In many cases, our disclosures surpass the standards of our peers or expectations for our industry. The Safety, Sustainability and Technology Committee oversees many of these disclosures, including our annual corporate sustainability report, which addresses risks, opportunities, activities, targets and progress in the areas of greenhouse gas emissions (including emissions reductions), climate adaption and resilience, water stewardship, biodiversity, reliability, employee, contractor and public safety, affordability, employee recruitment and

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
(1)
For this purpose, we expect that achievement of net-zero greenhouse gas emissions will be determined based on company operations in 2050 and greenhouse gas emissions will be calculated according to widely accepted emissions reporting guidelines or mandates at that time. Our emissions inventory as reported in our 2022 corporate sustainability report includes both consolidated operations and our Cameron LNG (proportionate ownership share) and TAG Norte Holding joint ventures, which are unconsolidated equity method investments. Where applicable, we try to work with our business partners to manage environmental impacts, including greenhouse gas emissions. Our net-zero aim does not include Oncor, which sets its own goals due to certain ring-fencing measures that limit Sempra’s ability to direct the management or activities of Oncor. In line with California greenhouse gas emissions targets, Sempra California has announced a slightly accelerated timeline and aims to have net-zero greenhouse gas emissions by 2045.
16
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
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.
Robust Engagement Program
Shareholders
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.
Key topics discussed during 2023-2024
engagement cycle included:
 Executive compensation practices
 Energy transition initiatives
 Employee engagement and development
 Board composition, refreshment and leadership
 Corporate governance
 Safety culture
 Business strategy
 Approach to disclosure and transparency

Sempra participants included:
 Lead Independent Director(1)
 Executive Vice President and Chief Financial Officer
 Executive Vice President and Group President
 Chief Administrative Officer and Chief Human
Resources Officer

 Senior Vice President, Corporate Affairs and
Chief Sustainability Officer

 Vice President, Governance and Corporate Secretary
 Vice President, People and Culture
 Vice President, Investor Relations
 Senior Director, Compensation
 Director, Sustainability
 Director, Investor Relations
(1)
When appropriate, our Lead Independent Director may participate in our meetings with 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.
Other Stakeholders
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.
(2)
Includes engagement with Newport Trust Company, the independent fiduciary for the Sempra Common Stock Fund. Newport Trust Company exercises its discretion on all matters to vote shares held in the Sempra Common Stock Fund under the Employee Savings Plans (as defined below) for which it receives no voting instructions. Newport Trust Company also votes shares held in the Sempra Common Stock Fund for which it receives timely voting instructions from the underlying shareholder in accordance with such instructions. We engaged with Newport Trust Company on behalf of the holders of shares held in the Sempra Common Stock Fund during our 2023-2024 engagement cycle, and we included the number of shares Newport Trust Company voted at our 2023 annual shareholders meeting (including shares voted on both a discretionary and shareholder-directed basis) in calculating these percentages, which was approximately 14,000,000.
2024 Proxy Statement
17

TABLE OF CONTENTS

Corporate Governance
Succession Planning and Management Development
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.
Review of Related Person Transactions
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.
Director Orientation and Education Programs
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.
Director Access to Senior Management, Independent Accountant and Counsel
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.
Retirement Policy
In accordance with our Corporate Governance Guidelines, directors should not be nominated to stand for election after attaining age 75.
Board Committees
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:
Audit
Compensation
and Talent
Development
Corporate
Governance
Safety,
Sustainability
and Technology
Executive
Andrés Conesa
 
 
Pablo A. Ferrero
Richard J. Mark
 
 
 
Jeffrey W. Martin
Bethany J. Mayer
 
 
Michael N. Mears
Jack T. Taylor
 
 
Cynthia J. Warner
James C. Yardley
 
 
 
Number of meetings held in 2023
5
4
8
4
0
  Committee Member    Committee Chair    Audit Committee Financial Expert
18
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
Audit Committee
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 company’s internal controls over financial reporting
The integrity of our financial statements
Our compliance with legal and regulatory requirements
The independent registered public accounting firm’s qualifications and independence
The performance of our internal audit function and independent registered public accounting firm
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.
Compensation and Talent Development Committee
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:
Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation
Evaluating our Chief Executive Officer’s performance in light of those goals and objectives and determining and approving (and recommending for ratification by the board acting solely through the independent directors) his or her compensation level based on the committee’s performance evaluation
Determining and approving (and periodically reviewing with the board) other executive officer compensation
Making recommendations to the board with respect to incentive compensation plans and equity-based plans that are subject to board approval
Evaluating and overseeing risk in our compensation programs
Overseeing benefit plans and programs
Reviewing and discussing the Compensation Discussion and Analysis required to be included in the company’s proxy statement and annual report on Form 10-K with management and determining whether to recommend to the board that such disclosure be so included
Producing the report included in this proxy statement under “Compensation and Talent Development Committee Report”
Reporting to the board annually on succession planning together with the Chairman of the Board and Lead Independent Director, including on principles for executive officer selection
Reviewing reports on the company’s human capital management policies, initiatives and outcomes, including broader organizational leadership development and career progression and the company’s efforts to build a more diverse and inclusive workplace
2024 Proxy Statement
19

TABLE OF CONTENTS

Corporate Governance
Corporate Governance Committee
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:
Identifying individuals qualified to become directors consistent with criteria approved by the board
Recommending to the board nominees to stand for election as directors and candidates to fill board vacancies
Overseeing the evaluation of the board and management
Recommending directors for appointment by the board as members of board committees
Developing and recommending to the board corporate governance guidelines
Reviewing public policy priorities on an annual basis, including charitable giving, political contributions and lobbying activities
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.”
20
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
Safety, Sustainability and Technology Committee
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:
In overseeing the company’s risk management, oversight programs and performance related to safety, safety culture, health, security, cybersecurity, technology, climate change, sustainability, human rights and related matters affecting the company, including employees, customers and the communities in which the company operates (collectively, SST Matters)
In overseeing the policy, laws and regulations pertaining to SST Matters
In overseeing the integration of sustainable business practices into the company’s immediate- and longer-term business strategies and operations to address SST Matters
In reviewing management’s implementation of risk management protocols concerning cybersecurity issues, including breaches and attacks, privacy and infrastructure security
In reviewing with management and, if applicable, external advisors, the company’s annual corporate sustainability report
Executive Committee
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.
Communications with the 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:

C/O Corporate Secretary
Board of Directors
Sempra
488 8th Avenue
San Diego, CA 92101
2024 Proxy Statement
21

TABLE OF CONTENTS

Corporate Governance
Director Compensation
Overview
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.
2023 Non-Employee Director Compensation Program
Board Retainers:
Annual Base Retainer
$105,000
Lead Independent Director Retainer
$50,000
Committee Chair Retainers:
Audit Committee Chair Retainer
$20,000
Compensation and Talent Development Committee Chair Retainer
$15,000
Other Committee Chair Retainer(A)
$10,000
Committee Member Retainers:
Audit Committee Member Retainer
$20,000
Other Committee Member Retainer(B)
$10,000
Equity:
Mandatory Deferred Equity
$50,000
Annual Equity Award
$125,000
Initial Equity Award for New Director
$125,000
(A)
Applicable to the Corporate Governance Committee and Safety, Sustainability and Technology Committee.
(B)
Applicable to the Compensation and Talent Development Committee; Corporate Governance Committee; Safety, Sustainability and Technology Committee; and Executive Committee.
Retainers
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.
Equity
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.
22
2024 Proxy Statement

TABLE OF CONTENTS

Corporate Governance
2023 Compensation Program Updates
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:
The annual base retainer for all non-employee directors was increased from $90,000 to $105,000,
The additional annual retainer for our Lead Independent Director was increased from $40,000 to $50,000, and
The grant date market value of the annual equity award and initial equity award was increased from $115,000 to $125,000.
Director Compensation Table
We summarize below the 2023 compensation of our non-employee directors who served on our board during the year.
Fees Earned or
Paid in Cash
Stock
Awards(B)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(C)
All Other
Compensation(D)
Total
Alan L. Boeckmann(A)
$ 45,673
$ 18,269
​$ 2,045
​$25,000
$ 90,987
Andrés Conesa
$160,000
$175,085
$ 3,682
$338,767
Maria Contreras-Sweet(A)
$ 49,327
$ 18,269
$   283
$ 4,000
$ 71,879
Pablo A. Ferrero
$125,000
$175,000
$   887
$300,887
Richard J. Mark(A)
$ 48,791
$141,077
$189,868
Bethany J. Mayer
$147,747
$175,085
$322,832
Michael N. Mears
$137,747
$175,000
$ 5,922
$20,000
$338,669
Jack T. Taylor
$165,000
$175,000
$25,713
$14,000
$379,713
Cynthia L. Walker(A)
$101,250
$162,500
$263,750
Cynthia J. Warner
$188,626
$175,085
$25,000
$388,711
James C. Yardley
$125,000
$175,000
$25,000
$325,000
(A)
Mr. Boeckmann and Ms. Contreras-Sweet were not nominated to stand for reelection at our 2023 annual shareholders meeting and retired from the board effective May 12, 2023. Ms. Walker resigned from the board effective September 7, 2023. Mr. Mark joined the board on August 21, 2023.
(B)
Represents the grant date fair value of the equity awards of restricted stock units and phantom shares of our common stock granted during the year. These amounts represent our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 10 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. These awards were valued at the fair market value of our shares at the crediting date without reduction for non-transferability. The amounts set forth in this column are equal to the number of shares subject to 2023 awards multiplied by the grant date closing price of Sempra’s common stock. The restricted stock units are settled in shares of Sempra common stock upon vesting. The phantom shares are paid in cash in accordance with the director’s payout election under the terms of the company’s nonqualified deferred compensation plan following the director’s retirement or other separation from the board. Restricted stock unit awards are rounded up to the next whole number of units at grant, while phantom share awards are not rounded at grant but are rounded to the nearest whole number of shares solely for purposes of presentation in these tables.
The following table reflects the components of the stock awards granted to each non-employee director in 2023:
Equity Grant
Mandatory
Deferred
Equity
Phantom
Shares
Restricted
Stock
Units
Total
Alan L. Boeckmann(1)
$18,269
$18,269
Andrés Conesa
$50,000
$125,085
$175,085
Maria Contreras-Sweet(1)
$18,269
$18,269
Pablo A. Ferrero
$50,000
$125,000
$175,000
Richard J. Mark(1)
$16,033
$125,044
$141,077
Bethany J. Mayer
$50,000
$125,085
$175,085
Michael N. Mears
$50,000
$125,000
$175,000
Jack T. Taylor
$50,000
$125,000
$175,000
Cynthia L. Walker(1)
$37,500
$125,000
$162,500
Cynthia J. Warner
$50,000
$125,085
$175,085
James C. Yardley
$50,000
$125,000
$175,000
(1)
Mandatory deferred equity was prorated for Mr. Boeckmann and Ms. Contreras-Sweet who retired from the board effective May 12, 2023 and for Mr. Mark who joined the board on August 21, 2023. Ms. Walker’s 2023 annual equity grant was forfeited due to her resignation from the board effective September 7, 2023.
2024 Proxy Statement
23

TABLE OF CONTENTS

Corporate Governance
The following table summarizes outstanding equity balances for each non-employee director at December 31, 2023:
Phantom
Shares
Restricted
Stock
Units
Total
Alan L. Boeckmann
57,922
57,922
Andrés Conesa
9,237
1,659
10,896
Maria Contreras-Sweet
4,161
4,161
Pablo A. Ferrero
13,421
13,421
Richard J. Mark
246
1,822
2,068
Bethany J. Mayer
10,482
1,659
12,141
Michael N. Mears
14,480
14,480
Jack T. Taylor
33,901
33,901
Cynthia L. Walker
Cynthia J. Warner
7,441
1,659
9,100
James C. Yardley
33,358
33,358
(C)
Consists of above-market interest (interest in excess of 120% of the federal long-term rate) on deferred compensation for 2023. None of our directors are eligible for pension benefits so there was no aggregate change in the actuarial value of accumulated benefits under any defined benefit pension plan for any directors in 2023.
(D)
Consists of our contributions to charitable, educational and other non-profit organizations to match the personal contributions of directors on a dollar-for-dollar basis up to an annual maximum match of $25,000 for each director.
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.
24
2024 Proxy Statement

TABLE OF CONTENTS

Audit Committee Report
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.
 
Audit Committee
Jack T. Taylor, Chair
Andrés Conesa
Richard J. Mark
Bethany J. Mayer
2024 Proxy Statement
25

TABLE OF CONTENTS

Share Ownership
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.
Name
Shares of
Sempra
Common
Stock(A)
Shares Subject
to Exercisable
Options(B)
Total Shares
Beneficially
Owned(C)
Phantom
Shares(D)
Total
Shares
Beneficially
Owned Plus
Phantom
Shares(E)
Andrés Conesa
17,406
17,406
9,475
26,881
Pablo A. Ferrero
11,233
11,233
12,021
23,254
Richard J. Mark
412
412
Jeffrey W. Martin
18,538
1,047,566
1,066,104
146,170
1,212,274
Bethany J. Mayer
1,357
1,357
10,730
12,087
Michael N. Mears
4,000
4,000
13,088
17,088
Trevor I. Mihalik
8,875
218,112
226,987
36,442
263,429
Kevin C. Sagara
49,332
129,810
179,142
28,923
208,065
Karen L. Sedgwick
33,607
33,607
33,607
Jack T. Taylor
262
262
32,663
32,925
Peter R. Wall
11,633
11,633
11,633
Cynthia J. Warner
4,691
4,691
7,866
12,557
James C. Yardley
32,115
32,115
Directors and Executive Officers as a Group (14 persons)
128,856
1,265,678
1,394,534
316,248
1,710,782
(A)
None of our directors or executive officers beneficially owned any shares of our 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C, as of March 8, 2024; therefore, no such shares are shown in this table.
(B)
Shares that may be acquired through the exercise of stock options that currently are exercisable or will become exercisable within 60 days after March 8, 2024.
(C)
Except as otherwise indicated, we believe, based on information furnished to us, that the persons named in this table have sole voting and sole investment power with respect to all beneficially owned shares of our common stock, subject to applicable community property laws.
(D)
Phantom shares represent deferred compensation deemed invested in shares of our common stock. These phantom shares track the performance of our common stock but cannot be voted and may only be settled for cash, except for 10,627 phantom shares deferred by Mr. Mihalik and 495 phantom shares deferred by another executive officer, in each case in connection with the vesting of certain performance-based restricted stock units, which also cannot be voted but may only be settled for shares of our common stock following separation of service from the company. All phantom shares are either fully vested or will vest within 60 days after March 8, 2024.
(E)
Although we are not required to present this total of beneficially owned shares plus phantom shares because phantom shares are not considered beneficially owned by applicable SEC rules, we believe this information provides a more complete picture of the financial stake that our directors and executive officers have in our company, which is why we include these shares when determining compliance with our share ownership guidelines.
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.
26
2024 Proxy Statement

TABLE OF CONTENTS

Share Ownership
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:
Name and Address of Beneficial Owner
Shares of Sempra
Common Stock
Percent of
Class(E)
BlackRock, Inc.(A)
55 East 52nd Street
New York, NY 10055
63,318,735
10.0%
The Vanguard Group(B)
100 Vanguard Blvd.
Malvern, PA 19355
61,166,858
9.7%
Capital International Investors, division of
Capital Research and Management Company(C)
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
56,098,217
8.9%
State Street Corporation(D)
State Street Financial Center
1 Lincoln Street
Boston, MA 02111
34,247,325
5.4%
(A)
The information regarding BlackRock, Inc. is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 24, 2024 reflecting shares of our common stock beneficially owned as of December 31, 2023 (the BlackRock 13G/A). According to the BlackRock 13G/A, includes sole voting power with respect to 58,054,302 shares and sole dispositive power with respect to 63,318,735 shares.
(B)
The information regarding The Vanguard Group is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024 reflecting shares of our common stock beneficially owned as of December 29, 2023 (the Vanguard 13G/A). According to the Vanguard 13G/A, includes shared voting power with respect to 1,084,351 shares, sole dispositive power with respect to 58,183,289 shares and shared dispositive power with respect to 2,983,569 shares.
(C)
The information regarding Capital International Investors, a division of Capital Research and Management Company, as well as certain of its investment management subsidiaries and affiliates (Capital), is based solely on a Schedule 13G/A filed by Capital with the SEC on February 9, 2024 reflecting shares of our common stock beneficially owned as of December 29, 2023 (the Capital 13G/A). According to the Capital 13G/A, includes sole voting power with respect to 55,764,521 shares of our common stock and sole dispositive power with respect to 56,098,217 shares.
(D)
The information regarding State Street Corporation is based solely on a Schedule 13G/A filed by State Street Corporation with the SEC on January 30, 2024 reflecting shares of our common stock beneficially owned as of December 31, 2023 (the State Street 13G/A). According to the State Street 13G/A, includes shared voting power with respect to 21,709,425 shares and shared dispositive power with respect to 34,147,957 shares.
(E)
The percentages are calculated based on (i) the number of shares of our common stock reflected as being beneficially owned by each beneficial owner as of December 29 or December 31, 2023, as applicable, in its filing made under Section 13(g) of the Exchange Act as described in the other footnotes to this table, and (ii) 632,535,806 shares of our common stock outstanding as of March 8, 2024.
2024 Proxy Statement
27

TABLE OF CONTENTS

Proposals to be Voted On
Board of Directors Proposals
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.
Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement
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:
​Andrés Conesa
Jeffrey W. Martin
Jack T. Taylor
Pablo A. Ferrero
Bethany J. Mayer
Cynthia J. Warner
Richard J. Mark
Michael N. Mears
James C. Yardley
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:

28
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
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:
Skills and Experience

2024 Proxy Statement
29

TABLE OF CONTENTS

Proposals to be Voted On
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.
Andrés Conesa, Ph.D. | INDEPENDENT DIRECTOR
Chief Executive Officer, Grupo Aeroméxico, S.A.B. de C.V.

Age: 54
Director since: 2017
Board committees:
Compensation and Talent Development (Chair) | Audit | Executive
Other public boards:
Grupo Aeroméxico, S.A.B. de C.V
Contributions
Dr. Conesa has extensive knowledge of international business activities and has been a leader in promoting sustainable business practices in the air transportation industry. His deep experience with Mexican political, regulatory and financial stakeholders as well as leading organizations through significant political, technology and market change make him a valuable member of our board.
Experience
Dr. Conesa has been the Chief Executive Officer and a director of Grupo Aeroméxico, S.A.B. de C.V., an air transportation services company, since 2005.
Previously, Dr. Conesa held several positions in the Mexico Federal Government: from 2003 to 2005, he was Chairman of the Board of Directors of CINTRA (the holding company of Aeroméxico and Mexicana), and from 1991 to 2004, he served in various capacities at the Mexican Ministry of Finance, most recently as Deputy Undersecretary of Public Credit. He was a member of the Board of Governors of the International Air Transport Association from 2008 until 2018 and served as its Chairman during the 2015 term.
Dr. Conesa serves as the Chairman of SkyTeam, a global alliance of airlines. He is a former director of IEnova, Genomma Lab International and the Mexican Stock Exchange.
Pablo A. Ferrero | INDEPENDENT DIRECTOR
Independent Energy Consultant
Age: 61
Director since: 2013
Board committees:
Compensation and Talent Development | Corporate Governance
Other public boards:
None
Contributions
Mr. Ferrero has extensive executive and board experience in the global energy industry. He has a deep understanding of the energy industry and in particular international energy operations, utility practice and procedure and sustainable development, including clean energy technologies, finance and energy policy. This understanding of international energy operations coupled with his long tenure in roles through the energy industry value chain, make him a valuable member of our board.
Experience
Mr. Ferrero is an independent energy consultant and serves as executive director at MSU Energy, a private power generation company in Argentina.
From 2006 to 2011, Mr. Ferrero served as Executive Vice President for the Southern Cone at AEI Energy, a power generation and distribution and gas transmission and distribution company. From 2004 to 2006, he was the Chief Executive Officer of Transportadora de Gas del Sur S.A. Prior to that, he served in several executive functions at Perez Companc. He is a former director of Metrogas, Pampa Energía, RDA Renting, S.A., Petrobras Energía, EDESA Holding, Emgasud, Servicios Petroleros Argentina, Refinor, Oldelval, Termap, Chilquinta Energía (Chile), Luz del Sur (Peru), Petrolera Andina (Bolivia) and Promigas (Colombia). He was Chairman of the Board of Directors of TGS, Transener, Emdersa and EDEN.
Mr. Ferrero served as a member of the Board of Directors of the Argentine Business Council for Sustainable Development, a partner organization to the World Business Council for Sustainable Development, from 2004 to 2006.
30
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
Richard J. Mark | INDEPENDENT DIRECTOR
Retired, Chairman and President, Ameren Illinois Company
Age: 68
Director since: 2023
Board committees:
Audit | Compensation and Talent Development
Other public boards:
Tenet Healthcare Corporation
Contributions
Mr. Mark brings extensive experience and leadership in the regulated electric and gas utility industry. This industry leadership experience makes him a valuable member of our board.
Experience
Mr. Mark served as Chairman and President of Ameren Illinois Company, an electric and gas regulated utility and wholly owned subsidiary of Ameren Corporation (AEE), from 2012 until 2022.
Mr. Mark joined Ameren in 2002 as Vice President of Customer Services and held a series of increasingly responsible management positions, including Senior Vice President, Customer Operations of Ameren Missouri where he oversaw electric and gas operations. Prior to joining Ameren, Mr. Mark was with Ancilla Systems Inc. where he served as President and Chief Executive Officer of St. Mary’s Hospital in East St. Louis, Illinois.
Mr. Mark is an NACD Board Leadership Fellow and a director of the Abraham Lincoln Presidential Library Foundation.
Mr. Mark is a director of Tenet Healthcare Corporation and a former director of Ameren Illinois Company.
Jeffrey W. Martin | CHAIRMAN OF THE BOARD
Chief Executive Officer and President, Sempra
Age: 62
Director since: 2018
Board committees:
Executive (Chair)
Other public boards:
Oncor
Contributions
Mr. Martin, in his position as Chairman and Chief Executive Officer of Sempra, oversees the management of all aspects of our businesses and leads the overall governance activities of the Board of Directors. His performance and leadership in previous senior executive positions at Sempra, his experience as an employee of the company and its subsidiaries for more than 19 years, and his broad understanding of finance, law and the energy industry, including renewables, emerging technologies and global energy policy, make him a valuable member and leader of our board.
Experience
Mr. Martin has served as a director and as the Chairman and Chief Executive Officer of Sempra since 2018, and since 2020 he also has served as Sempra’s President.
Previously, Mr. Martin served as Executive Vice President and Chief Financial Officer of the company from 2017 to 2018. Prior to that, he served as the Chief Executive Officer and a director at SDG&E beginning in 2014 and was appointed as President and Chairman in 2015, serving in each of these offices through 2016. From 2010 to 2013, Mr. Martin served as Chief Executive Officer and President of Sempra U.S. Gas & Power (USGP), a previous business unit of the company, and USGP’s predecessor organization, Sempra Generation. Earlier, he served as Vice President of Investor Relations for Sempra.
Prior to joining the company in 2004, Mr. Martin was Chief Financial Officer of NewEnergy, Inc. He also formerly served as corporate counsel at Unisource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin currently serves as a director of Oncor, which Sempra indirectly owns at the 80.25% level.
Mr. Martin serves on the board of directors of the American Petroleum Institute. He also is a governor of the Oil and Gas community and Electricity community for the World Economic Forum, and represents Sempra as part of the International Business Council of the World Economic Forum. He previously served on the boards of directors of SoCalGas, the Edison Electric Institute, Business Roundtable, California Chamber of Commerce and National Association of Manufacturers and on the board of trustees of the University of San Diego.
2024 Proxy Statement
31

TABLE OF CONTENTS

Proposals to be Voted On
Bethany J. Mayer | INDEPENDENT DIRECTOR
Executive Advisor, Siris Capital Group, LLC
Age: 62
Director since: 2019
Board committees:
Safety, Sustainability and Technology (Chair) | Audit | Executive
Other public boards:
Box Inc., Hewlett Packard Enterprise and LAM Research Corporation
Contributions
Ms. Mayer has extensive public company board, executive management and technology experience. Her deep experience in network security, MSc in cybersecurity and experience leading digital transformation along with her leadership and governance experience make her a valuable member of our board.
Experience
Ms. Mayer previously served as a director of Sempra from February 2017 until October 2018 when she was appointed Executive Vice President – Corporate Development and Technology of the company from November 2018 to January 2019.
From January 2018 to May 2021, she was an Executive Partner at Siris Capital Group LLC, a private equity firm that invests in technology companies, and in May 2021 became an Executive Advisor to Siris. From April to December 2017, Ms. Mayer was the President of Ixia Solutions Group of Keysight Technologies, an electronics testing and measurement equipment and software manufacturing company. From 2014 until its acquisition by Keysight Technologies in 2017 she was the President and Chief Executive Officer and a director of Ixia, a provider of testing, visibility and security solutions for physical and virtual networks. Prior to joining Ixia, Ms. Mayer held several key executive roles at HP since 2010, including as Senior Vice President and General Manager of HP’s Network Business Unit. Prior to joining HP, Ms. Mayer served as Senior Vice President, Worldwide Marketing and Corporate Development at Blue Coat Systems and, before that, she held roles at Cisco Systems, Apple Computer and Lockheed Martin.
Ms. Mayer holds a Master of Science degree in cybersecurity risk and strategy from New York University, an executive Master of Business Administration from California State University, Monterey Bay, and a Bachelor of Science from Santa Clara University. She also has a certification in artificial intelligence from the University of California at Berkeley.
Ms. Mayer is the non-executive Chair of the board of Box Inc. and Chair of its compensation committee. Ms. Mayer also is a board member of Hewlett Packard Enterprise and LAM Research Corporation. She is a former director of Marvell Technology Group Ltd and Delphi Automotive plc.
Michael N. Mears | INDEPENDENT DIRECTOR
Retired, Chairman, President and Chief Executive Officer, Magellan Midstream Partners, L.P.
Age: 61
Director since: 2018
Board committees:
Corporate Governance (Chair) | Safety, Sustainability and
Technology | Executive
Other public boards:
Devon Energy Corporation
Contributions
Mr. Mears possesses extensive executive and public company board and energy industry experience, including in midstream investments and operations. His commercial and operational expertise in the context of global energy markets and the energy transition make him a valuable member of our board.
Experience
Mr. Mears served as Chairman, President and Chief Executive Officer of Magellan Midstream Partners, L.P., which transports, stores and distributes petroleum and petroleum products, from 2011 to 2022. From 2008 through 2011, he served as Chief Operating Officer of Magellan. Mr. Mears was a Senior Vice President of Magellan GP, LLC, general partner of Magellan, from 2007 through 2008 and a Vice President from 2004 to 2007.
Prior to joining Magellan in 2004, he served as a Vice President of Subsidiaries of The Williams Companies, Inc. from 1996 to 2004. Mr. Mears also worked in various management positions with Williams Pipeline Company (now known as Magellan Pipeline Company, L.P.) since joining Williams in 1985.
Mr. Mears is a director of Devon Energy Corporation. He served as a member of the board of directors of the Association of Oil Pipelines from 2003 until 2022.
32
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
Jack T. Taylor | INDEPENDENT DIRECTOR
Retired, Chief Operating Officer – Americas and
Executive Vice Chair of U.S. Operations, KPMG LLP
Age: 72
Director since: 2013
Board committees:
Audit (Chair) | Compensation and Talent Development | Executive
Other public boards:
Genesis Energy LP and Murphy USA Inc.
Contributions
Mr. Taylor has extensive experience with financial, capital markets and public accounting issues as well as a deep knowledge of the energy industry, including global energy markets and the clean energy sector. His experience with financial, capital markets and public accounting issues, together with his executive experience and knowledge of the energy industry, makes him a valuable member of our board.
Experience
Mr. Taylor was the Chief Operating Officer – Americas and Executive Vice Chair of U.S. Operations for KPMG LLP from 2005 to 2010. Mr. Taylor sponsored formation of the KPMG Diversity Advisory Board in 2007 and served as its Chair until his retirement in 2010. From 2001 to 2005, he served as the Vice Chairman of U.S. Audit and Risk Advisory Services for KPMG.
He spent over 35 years as a public accountant at KPMG, many of which he worked in a leadership capacity.
Mr. Taylor is an NACD Board Leadership Fellow and a member of the NACD Audit Committee Chair Advisory Council.
Mr. Taylor is a director of Genesis Energy LP and Murphy USA Inc.
Cynthia J. Warner | LEAD INDEPENDENT DIRECTOR
Retired, President and Chief Executive Officer, Renewable Energy Group, Inc.
Age: 65
Director since: 2019
Board committees:
Corporate Governance | Safety, Sustainability and Technology | Executive
Other public boards:
Bloom Energy and Chevron Corporation
Contributions
Ms. Warner brings extensive experience and leadership in the global energy transition, particularly with respect to clean and renewable energy, as well as experience with carbon credits, offsets and other clean energy strategies. Her service as an advisor on key government policy task forces has deepened her expertise on these matters in a state and federal regulatory context. This industry leadership experience makes her a valuable member of our board.
Experience
Ms. Warner served as President and Chief Executive Officer of Renewable Energy Group, Inc. (REGI), an advanced biofuel producer, from January 2019 until its acquisition by Chevron Corporation in May 2022.
Ms. Warner is a senior operating partner at GVP Climate, LLP, an active investor in early stage clean technology climate solutions. She previously served as Executive Vice President of Operations for Andeavor (formerly Tesoro Corporation), a refiner and marketer of petroleum products, from 2016 until 2018, when Andeavor was acquired by Marathon Petroleum Corp. Prior to that, she served as Andeavor’s Executive Vice President of Strategy and Business Development from 2014 to 2016. Ms. Warner previously served as Chairman and Chief Executive Officer of Sapphire Energy, Inc. after a 25-year career at BP and Amoco, Inc. (prior to its acquisition by BP).
Ms. Warner is a member of the National Petroleum Council, Board of Visitors of Vanderbilt University School of Engineering, Executive Committee of the Advisory Board to the Columbia University Center for Global Energy Policy, and Board of Trustees for the University of the Incarnate Word. Ms. Warner previously served on President Obama’s Renewable Energy Task Force and currently serves on the Iowa Governor’s Carbon Sequestration Task Force.
Ms. Warner is a director of Bloom Energy and Chevron Corporation and is a former director of REGI and IDEX Corporation. She serves as our Lead Independent Director.
2024 Proxy Statement
33

TABLE OF CONTENTS

Proposals to be Voted On
James C. Yardley | INDEPENDENT DIRECTOR
Retired, Executive Vice President, El Paso Corporation
Age: 72
Director since: 2013
Board committees:
Corporate Governance | Safety, Sustainability and Technology
Other public boards:
None
Contributions
Mr. Yardley has extensive executive and public company board experience in the energy industry, including natural gas and in particular the midstream portion of that industry. This specialized energy industry experience, together with Mr. Yardley’s executive and public company board experience, make him a valuable member of our board.
Experience
Mr. Yardley was Executive Vice President of El Paso Corporation, a natural gas pipeline company and oil and gas producer, and President of its Pipeline Group from 2006 through 2012. Mr. Yardley was also the President and Chief Executive Officer of El Paso Pipeline GP Company LLC, the general partner of El Paso Pipeline Partners, L.P., a master limited partnership that owned and operated interstate natural gas transportation pipelines, storage and other midstream assets, from 2007 through 2012.
From 1998 through 2006, he was the President of Southern Natural Gas Company, previously a unit of El Paso Corporation and now a unit held jointly by Kinder Morgan Inc. and The Southern Company.
Mr. Yardley is a former director of El Paso Pipeline GP Company LLC, and Scorpion Offshore Ltd.
34
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
Proposal to be Voted on, Board Recommendation and Vote Required
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 Board of Directors recommends that you vote “FOR” each of the nine nominees named in this proxy statement for election to the board on Proposal 1.
2024 Proxy Statement
35

TABLE OF CONTENTS

Proposals to be Voted On
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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:
2023
2022
(Dollars in Thousands)
Fees
% of Total
Fees
% of Total
Audit fees
Consolidated financial statements, internal controls audits and subsidiary audits
$11,808
$10,872
Regulatory filings and related services
$513
$290
Total audit fees
$12,321
81%
$11,162
83%
Audit-related fees
Employee benefit plan audits
$545
$520
Other audit-related services(A)
$1,643
$1,245
Total audit related fees
$2,188
14%
$1,765
13%
Tax fees(B)
$668
5%
$477
3%
All other fees(C)
$59
$94
1%
Total fees
$15,236
100%
$13,498
100%
(A)
Other audit-related services primarily relate to statutory audits and agreed upon procedures.
(B)
Tax fees relate to tax consulting and compliance services.
(C)
All other fees relate to training and conferences.
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.
36
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
Proposal to be Voted On, Board Recommendation and Vote Required
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.
The Board of Directors recommends that you vote “FOR” Proposal 2.
2024 Proxy Statement
37

TABLE OF CONTENTS

Proposals to be Voted On
Proposal 3: Advisory Approval of Our Executive Compensation
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.
Proposal to be Voted on, Board Recommendation and Vote Required
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.
The Board of Directors recommends that you vote “FOR” Proposal 3.
38
2024 Proxy Statement

TABLE OF CONTENTS

Proposals to be Voted On
Shareholder Proposals
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: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements
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 Proposal
Proposal 4 — Shareholder Opportunity to Vote on Excessive Golden Parachutes

Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short­term bonus. This proposal only applies to Named Executive Officers.
Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.
Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests.
This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.
The topic of this proposal received and between 51 % and 65% support at:
 
FedEx
Spirit AeroSystems
Alaska Air
Fiserv
Please vote yes:
Shareholder Opportunity to Vote on Excessive Golden Parachutes – Proposal 4
2024 Proxy Statement
39

TABLE OF CONTENTS

Proposals to be Voted On
Board of Directors’ Statement Opposing the Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements
The Board of Directors has carefully considered the foregoing shareholder proposal and recommends a vote “AGAINST” this proposal for the following reasons:
Sempra already has a policy that requires shareholder approval of any new severance arrangements with any executive officer that provides for cash severance payments exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus
The proposal would harm Sempra’s competitiveness as an employer and ability to attract, motivate and retain highly qualified executive talent
The proposal disincentivizes the use of equity-based incentives, and would undermine alignment between the interests of executives and shareholders
Sempra’s approach to severance benefits is disciplined, reasonable and appropriate, rendering this proposal unnecessary
Sempra offers shareholders opportunities to provide feedback on executive compensation and severance benefits
Shareholders have consistently endorsed Sempra’s executive compensation practices
Sempra already has a policy that requires shareholder approval of any new severance arrangements with any executive officer that provides for cash severance payments exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus
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.
The proposal would harm Sempra’s competitiveness as an employer and ability to attract, motivate and retain highly qualified executive talent
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.
The proposal disincentivizes the use of equity-based incentives, and would undermine alignment between the interests of executives and shareholders