UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2025, the Board of Directors (the “Board”) of Southern California Gas Company (the “Company”), a subsidiary of Sempra, appointed Rodger Schwecke (64) to serve as the chief operating officer of the Company, effective March 1, 2025. On January 14, 2025, Jimmie I. Cho, currently the chief operating officer of the Company, provided notice that he will retire on March 1, 2025, after more than 33 years of service with the Company.
Mr. Schwecke has served as senior vice president and chief infrastructure officer since November 2020 and previously served as senior vice president of gas operations and construction from April 2019 to November 2020 and in numerous other roles for over 41 years of service with the Sempra family of companies.
In connection with his appointment as chief operating officer of the Company, Mr. Schwecke’s annual base salary will be increased to $470,000 and the target value of his performance-based cash bonus award will be increased to 60% of his annual base salary, in each case effective March 1, 2025. The Compensation Committee of the Board will also recommend to the Compensation and Talent Development Committee of the Sempra Board of Directors that (i) the target value of Mr. Schwecke’s annual long-term equity-based incentive awards scheduled to be granted on the first trading day of January beginning in 2026 be increased to 160% of his annual base salary, and (ii) a special long-term equity-based incentive award be granted to Mr. Schwecke on or about April 1, 2025. The special long-term equity-based incentive award would have a total grant date value of $220,640 divided equally among (i) service-based restricted stock units, (ii) performance-based restricted stock units with a performance measure based on total shareholder return and (iii) performance-based restricted stock units with a performance measure based on earnings per share growth, and would otherwise mirror the performance and service periods and other terms and conditions of the annual long-term equity-based incentive award granted to Mr. Schwecke on January 2, 2025, which is generally consistent with the description of annual awards included in “Compensation Discussion and Analysis – Compensation Components – Long-Term Equity-Based Incentives” in the Company’s Information Statement filed with the Securities and Exchange Commission on April 25, 2024.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHERN CALIFORNIA GAS COMPANY, | |||||
| (Registrant) | |||||
| Date: January 16, 2025 | By: /s/ Sara P. Mijares | ||||
| Sara P. Mijares Vice President, Controller and Chief Accounting Officer | |||||