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Justin Brown to become Southwest Gas (NYSE: SWX) CEO as Haller exits

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. announced a planned leadership transition. Karen S. Haller will resign as President, Chief Executive Officer and director of the holding company and as Chief Executive Officer and director of Southwest Gas Corporation, effective in early May 2026, and will remain as an employee-advisor through December 31, 2026.

Haller will receive a monthly salary of $95,000 during her advisory period, and her existing equity and cash incentive awards will continue to vest. The company states her decision was not due to any disagreement regarding operations, policies or practices.

Justin Lee Brown has been appointed to become President and Chief Executive Officer of the holding company and Chief Executive Officer of Southwest Gas Corporation as of the same effective date. His compensation includes a $900,000 base salary, an annual target cash incentive equal to 110% of salary, and a one-time performance stock unit award targeted at $3.1 million, along with a target long-term equity incentive opportunity equal to 330% of salary beginning in 2027.

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Insights

Orderly CEO transition with defined successor compensation package and advisory role.

The Companies disclose that Karen S. Haller will step down as President, Chief Executive Officer and director, with clear effective dates for her officer and board roles. They emphasize that her resignation is not due to disagreements over operations, policies, or practices.

To maintain continuity, Haller will stay on as an employee and advisor through December 31, 2026, earning a monthly salary of $95,000 while existing equity and cash incentive awards continue to vest. This structure provides an extended handover period to the incoming leadership.

Justin Lee Brown is designated to assume the President and Chief Executive Officer roles at the holding company and Southwest Gas Corporation on the effective date. His package includes a $900,000 base salary, a cash incentive target at 110% of salary, a one-time PSU grant valued at $3.1 million, and a long-term equity incentive target at 330% of salary from 2027, aligning his interests with long-term performance.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Understanding 8-K Material Events →
falsefalse00016921150000092416 0001692115 2026-02-19 2026-02-19 0001692115 swx:SouthwestGasCorporationMember 2026-02-19 2026-02-19
 
 
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
Date of Report (Date of earliest event reported) February 19, 2026
 
Commission
File Number
   
Exact name of registrant as specified in its charter and
principal office address and telephone number
   
State of
Incorporation
   
I.R.S. Employer
Identification No.
001-37976
   
Southwest Gas Holdings, Inc.
   
Delaware
   
81-3881866
  
8360 S. Durango Dr.
      
  
Las Vegas, Nevada 89113
      
  
(702)
876-7237
      
001-7850
   
Southwest Gas Corporation
   
California
   
88-0085720
  
8360 S. Durango Dr.
      
  
Las Vegas, Nevada 89113
      
  
(702)
876-7237
      
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Southwest Gas Holdings, Inc.:
 
Title of each class
  
Trading
Symbol
  
Name of each exchange
on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value   SWX   New York Stock Exchange
 
Southwest Gas Corporation
:
None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Karen S. Haller as President, Chief Executive Officer and Director
On February 19, 2026, Karen S. Haller, President, Chief Executive Officer and Director of Southwest Gas Holdings, Inc. (the “Company”) and Chief Executive Officer and Director of Southwest Gas Corporation (“Southwest Gas” and, together with the Company, the “Companies”) notified the board of directors of the Company (the “Board”) and the board of directors of Southwest Gas (the “Southwest Gas Board”) of her intention to resign as President, Chief Executive Officer of the Company and Chief Executive Officer of Southwest Gas, effective May 8, 2026 (the “Effective Date”), and as a director of the Companies, effective as of the conclusion of the Company’s 2026 annual meeting of stockholders on May 7, 2026. To support a smooth transition, Ms. Haller will serve as an employee and advisor to the Company following her resignation and is expected to stay in that role through December 31, 2026. Ms. Haller will receive a monthly salary of $95,000, and her existing equity and cash incentive awards will continue to vest while she serves as an advisor.
Ms. Haller’s decision to resign was not the result of any disagreements with the Companies on any matter relating to the Companies’ operations, policies or practices.
Appointment of Justin Lee Brown as President, Chief Executive Officer and Nomination of Director
On February 19, 2026, following the receipt of Ms. Haller’s notice, the Board appointed Justin Lee Brown to serve as President and Chief Executive Officer of the Company, effective as of the Effective Date. Mr. Brown will also serve as Chief Executive Officer of Southwest Gas as of the Effective Date, and continue to serve as President of Southwest Gas. In connection with his appointment, the Board nominated Mr. Brown for election to the Board at the Company’s 2026 annual meeting of stockholders, and Mr. Brown will be appointed to the Southwest Gas Board on the day of the Company’s annual meeting of stockholders.
On February 19, 2026, the Compensation Committee of the Board approved the following compensation terms for Mr. Brown, effective as of the Effective Date: (i) an annual base salary of $900,000, (ii) an annual target cash incentive opportunity equal to 110% of his base salary and (iii) in addition to his 2026 long-term equity incentive awards, a
one-time
performance stock unit (“PSU”) award with a target value equal to $3.1 million. Mr. Brown will also have a target long-term equity incentive opportunity equal to 330% of his base salary beginning in 2027. Mr. Brown’s compensation arrangements remain otherwise unchanged from those previously disclosed.
In connection with Mr. Brown’s appointment, Mr. Brown and the Companies will amend the existing Change in Control Agreement using the same form provided to the other executive officers of the Companies but providing benefits consistent with his new position. Additionally, Mr. Brown and the Company will enter into the Company’s standard form of indemnification agreement used with other officers of the Company.
The biography for Mr. Brown is contained in the Company’s 2025 definitive proxy statement, filed with the U.S. Securities and Exchange Commission on March 17, 2025. No family relationships exist between Mr. Brown and any of the Companies’ directors or executive officers or any person nominated or chosen by the Companies to become a director or executive officer. There are no arrangements or understandings between Mr. Brown and any other person pursuant to which Mr. Brown was selected as an officer and director, nor are there any transactions to which the Companies are or were a participant and in which Mr. Brown has or had a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation
S-K.
SIGNATURES
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.
 
     
SOUTHWEST GAS HOLDINGS, INC.
February 25, 2026      
/s/ Catherine M. Mazzeo
      Catherine M. Mazzeo
      Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary
     
SOUTHWEST GAS CORPORATION
February 25, 2026      
/s/ Catherine M. Mazzeo
      Catherine M. Mazzeo
      Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did Southwest Gas (SWX) announce in this 8-K?

Southwest Gas announced that Karen S. Haller will resign as President, Chief Executive Officer and director of both the holding company and Southwest Gas Corporation in May 2026, with Justin Lee Brown appointed to assume the President and Chief Executive Officer roles at that time.

When will Karen S. Haller’s resignation from Southwest Gas (SWX) take effect?

Karen S. Haller’s resignation as President and Chief Executive Officer becomes effective May 8, 2026, and she will step down as a director at the conclusion of the May 7, 2026 annual stockholders’ meeting, then remain an employee-advisor through December 31, 2026.

What advisory compensation will Karen S. Haller receive from Southwest Gas (SWX)?

After resigning as President and Chief Executive Officer, Karen S. Haller will serve as an employee and advisor through December 31, 2026, receiving a monthly salary of $95,000. Her existing equity and cash incentive awards will continue to vest during this advisory period under the disclosed terms.

What compensation package was approved for new CEO Justin Lee Brown at Southwest Gas (SWX)?

Effective upon his appointment, Justin Lee Brown will receive a $900,000 annual base salary, an annual target cash incentive opportunity equal to 110% of salary, a one-time performance stock unit award targeted at $3.1 million, and a target long-term equity incentive opportunity equal to 330% of salary starting in 2027.

Will Justin Lee Brown join the Southwest Gas (SWX) boards of directors?

Yes. Justin Lee Brown has been nominated for election to the Southwest Gas Holdings, Inc. board at the 2026 annual meeting, and he will be appointed to the Southwest Gas Corporation board on the day of that annual meeting, aligning his executive and board responsibilities.

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