XML 18 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

5 Months Ended

7 Months Ended

12 Months Ended

Dec. 31, 2020

Jul. 31, 2020

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay-Versus-Performance

The information below has been prepared in accordance with the SEC’s pay-versus-performance disclosure rules, which include a measure called “Compensation Actually Paid” (CAP).

It is important to note that CAP does not represent the actual amount of pay that has been fully earned or realized, either in the year set forth in the table or at all. For a fulsome description of our executive compensation program and the alignment of executive compensation and performance for our principal executive officer (PEO) and our non-PEO named executive officers (Non-PEO NEOs), please refer to the Compensation Discussion and Analysis.

2024 PAY-VERSUS-PERFORMANCE TABLE


Year (a)	Summary Compensation Table Total for First PEO^(A) (b)	Compensation Actually Paid to First PEO^(A) (c)	Summary Compensation Table Total for Second PEO^(A) (b)	Compensation Actually Paid to Second PEO^(A) (c)	Average Summary Compensation Table Total for Non-PEO NEOs^(A) (d)	Average Compensation Actually Paid to Non-PEO NEOs^(A) (e)	Value of Initial Fixed $100 Investment Based on		Net Income (in millions)^(C) (h)	EICP Earnings (in millions)^(D) (i)
Year (a)	Summary Compensation Table Total for First PEO^(A) (b)	Compensation Actually Paid to First PEO^(A) (c)	Summary Compensation Table Total for Second PEO^(A) (b)	Compensation Actually Paid to Second PEO^(A) (c)		Average Compensation Actually Paid to Non-PEO NEOs^(A) (e)	Total Shareholder Return^(B) (f)	Peer Group Total Shareholder Return^(B) (g)	Net Income (in millions)^(C) (h)	EICP Earnings (in millions)^(D) (i)
2024^(E)	$ 8,516,072	$5,116,530	─	─	$ 1,961,138	$ 2,697,582	$ 136	$ 138	$956	$ 1,031
2023^(E)	$ 4,586,867	$ 3,431,169		─	$ 1,879,380	$ 1,568,847	$113	$112	$812	$813
2022^(E)	$ 3,088,519	$ 4,692,922	─	─	$ 1,548,720	$ 1,920,993	$113	$ 120	$600	$795
2021^(E)	$ 4,472,412	$ 1,933,825	─	─	$ 1,628,645	$ 1,049,777	$94	$118	$ (426)	$719
2020^(E)	$ 6,369,579	$ 2,160,679	$ 4,904,319	$ 189,353	$ 3,274,389	$ 1,193,932	$87	$ 100	$505	$736

(A)

The amounts reported in the “Compensation Actually Paid to First PEO,” “Compensation Actually Paid to Second PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by the First PEO, Second PEO or the Non-PEO NEOs during each applicable year. The calculation of compensation actually paid (CAP) for purposes of this table includes point-in-time valuations as required by the SEC’s prescribed methodology of stock awards and option awards (collectively, Equity Awards), including unvested Equity Awards, and these values fluctuate based on Sempra’s stock price. See the 2024 Summary Compensation Table (SCT) for the amounts of the First PEO’s and each of the Non-PEO NEO’s base salary, EICP award and certain other compensation and the 2024 Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of restricted stock unit awards and the exercise of stock options, if any, during 2024.

The following adjustments were made to the amounts reported in the Total column of the Summary Compensation Table (SCT) for the applicable year (SCT Total Compensation), which are reported in columns (b) and (d), to derive the CAP reported in columns (c) and (e), respectively:

First PEO: SCT Total Compensation to CAP Reconciliation


Year	Total Compensation Reported in SCT	Equity Awards Reported in SCT⁽¹⁾	Adjusted Equity Awards Included in CAP⁽²⁾	Change in Pension Value Reported in SCT⁽³⁾	Change in Pension Value Included in CAP⁽⁴⁾	CAP
2024	$ 8,516,072	$ (1,693,779)	$ 2,473,308	$ (4,240,090)	$ 61,019	$5,116,530
2023	$ 4,586,867	$ (1,471,963)	$ 1,452,392	$ (1,193,324)	$ 57,197	$ 3,431,169
2022	$ 3,088,519	$ (1,348,006)	$ 2,883,132	─	$ 69,277	$ 4,692,922
2021	$ 4,472,412	$ (1,255,825)	$202,289	$ (1,546,479)	$ 61,428	$ 1,933,825
2020	$ 6,369,579	$ (1,800,889)	$529,256	$ (2,984,800)	$ 47,533	$ 2,160,679

Second PEO: SCT Total Compensation to CAP Reconciliation

Year

Total

Compensation

Reported in SCT

Equity Awards

Reported

in SCT⁽¹⁾

Adjusted Equity

Awards Included

in CAP⁽²⁾

Change in

Pension Value

Reported in

SCT⁽³⁾

Adjusted

Change in

Pension Value

Included in

CAP⁽⁴⁾

CAP

2024

─

2023

─

2022

─

2021

─

2020

$ 4,904,319

$ (1,108,983)

$ (951,361)

$ (2,676,222)

$ 21,600

$ 189,353

Non-PEO NEOs: SCT Total Compensation to CAP Reconciliation


Year	Average Total Compensation Reported in SCT	Average Equity Awards Reported in SCT⁽¹⁾	Average Adjusted Equity Awards Included in CAP⁽²⁾	Average Change in Pension Value Reported in SCT⁽³⁾	Adjusted Change in Pension Value Included in CAP⁽⁴⁾	Average CAP
2024	$ 1,961,138	$ (766,773)	$ 1,066,822	$(221,314)	$ 657,709	$ 2,697,582
2023	$ 1,879,380	$ (706,945)	$614,726	$(260,441)	$42,127	$ 1,568,847
2022	$ 1,548,720	$ (970,784)	$ 1,312,491	$(15,449)	$46,015	$ 1,920,993
2021	$ 1,628,645	$ (538,368)	$129,927	$(207,724)	$37,297	$ 1,049,777
2020	$ 3,274,389	$ (746,517)	$322,265	$ (1,692,927)	$36,722	$ 1,193,932

(1)	The amounts in this column are equal to the amounts in the “Stock Awards” column of the 2024 Summary Compensation Table (or, for the Non-PEO NEOs, the average of such amounts), which represent the grant date fair value of Equity Awards granted in the applicable year.

(2)	The amounts set forth in the following tables are reflected in this column:

First PEO: Equity Award Values Included in CAP


Year	Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Adjusted Stock Award Values Included in CAP
2024	$ 2,012,975	$486,160	─	$ (25,827)	$ 2,473,308
2023	$ 1,059,930	$365,348	─	$27,114	$ 1,452,392
2022	$ 1,845,640	$963,676	─	$73,816	$ 2,883,132
2021	$ 1,261,881	$ (1,014,052)	─	$ (45,540)	$202,289
2020	$ 1,740,517	$ (1,231,612)	─	$20,351	$529,256

Second PEO: Equity Award Values Included in CAP

Year

Year-End Fair

Value of Current

Year Unvested

Equity Awards⁽ⁱ⁾

Change in

Fair Value of

Prior Years'

Equity Awards

Unvested at

Year-End⁽ⁱⁱ⁾

Fair Value of

Equity Awards

Granted and

Vested in Same

Year⁽ⁱⁱⁱ⁾

Change in Fair

Value between

Prior Year-End and

Vest Date of Equity

Awards Vested in

Current Year^(iv)

Adjusted Stock

Award Values

Included in CAP

2024

─

2023

─

2022

─

2021

─

2020

─

$ (1,896,159)

$ 271,097

$ 673,701

$ (951,361)

Non-PEO NEOs: Equity Award Values Included in CAP


Year	Average Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Average Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Average Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Average Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Average Adjusted Stock Award Values Included in CAP
2024	$911,061	$170,059	─	$ (14,298)	$ 1,066,822
2023	$ 522,873	$79,475	─	$12,378	$614,726
2022	$ 854,833	$422,955	─	$34,703	$ 1,312,491
2021	$ 540,967	$ (402,501)	─	$(8,539)	$129,927
2020	$ 726,168	$(411,730)	─	$7,827	$322,265

(i)	the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such year-end fair values);

(ii)	the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change);

(iii)

the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such fair values); and

(iv)	the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change).

No Equity Awards were granted in prior years that were determined to fail to meet the applicable vesting conditions during the applicable year and no dollar value of dividends or other earnings paid on Equity Awards in the applicable year is not otherwise reflected in the fair value of such award.

The value of Equity Awards included in CAP, as reported in columns (c) and (e), is impacted by changes in Sempra’s stock price. The year-end price of Sempra’s common stock was $87.72 in 2024, $74.73 in 2023, $77.27 in 2022, $66.14 in 2021, $63.705 in 2020 and $75.74 in 2019.

(3)

The amounts in this column reflect the aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension plans reported in the SCT for the applicable year. Above-market interest on non-qualified deferred compensation reported in the SCT for the applicable year are not reflected.

(4)

The amounts in this column reflect the actuarily determined service cost for services rendered during each applicable year under all defined benefit and actuarial pension plans. In November 2024, Sempra’s Compensation and Talent Development Committee approved adding Ms. Brown as a participant in the Supplemental Executive Retirement Plan effective January 1, 2025. The Average Adjusted Change in Pension Value included in CAP for 2024 includes the increase in prior service cost valued at $2.4 million associated with Ms. Brown’s participation in the plan.

(B)

SoCalGas does not have publicly traded common stock, and the Equity Awards granted to the PEOs and Non-PEO NEOs are all based in Sempra common stock. As a result, the TSR shown in the table is Sempra’s TSR. The cumulative TSR reflected in each of columns (f) and (g) reflects a five-year measurement period for 2024, a four-year measurement period for 2023, a three-year measurement period for 2022, a two-year measurement period for 2021 and a one-year measurement period for 2020, in each case for the period starting on December 31, 2019 and assuming the reinvestment of all dividends. Consistent with the performance graph included in the 2024 Annual Report, the peer group TSR in column (g) is calculated using the S&P 500 Utilities Index as the peer group, with the returns of each component issuer in such index weighted according to the respective issuers’ market capitalization.

As part of our compensation program, Equity Awards were granted to our named executive officers in 2020, 2021, 2022, 2023 and 2024 that use multiple performance measures, including Sempra TSR relative to the S&P 500 Utilities Index and the S&P 500 Index. The TSR for the S&P 500 Utilities Index reflected in column (g) differs from the TSR used for our restricted stock unit awards because the TSR reflected in column (g) is based on the market-capitalization-weighted index while the TSR used for our performance-based restricted stock unit awards is based on Sempra’s TSR percentile ranking relative to the companies in the S&P 500 Utilities Index, excluding water companies, or the companies in the S&P 500 Index, in each case for the three-year performance period for such awards. For additional information about the performance measures used in our annual long-term incentive plan awards, see “Compensation Components—Long-Term Equity- Based Incentives—What were the performance goals for the 2024 performance-based restricted stock units?” in the Compensation Discussion and Analysis in this Information Statement.

The value of Sempra’s TSR is impacted by changes in Sempra’s stock price. The year-end price of Sempra’s common stock was $87.72 in 2024, $74.73 in 2023, $77.27 in 2022, $66.14 in 2021, $63.705 in 2020 and $75.74 in 2019.

(C)	Net income represents the amount of net income reflected in our audited financial statements for the applicable fiscal year and includes preferred stock dividends.

CAP, as reported in columns (c) and (e), includes cash awards under the EICP. The company financial performance measure under the plan is EICP Earnings. A description of EICP Earnings and its relationship to net income is provided below in footnote (D).

(D)

Although we use numerous financial and non-financial performance measures for the purpose of evaluating company performance for our executive compensation program, we have determined that EICP Earnings is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in this table) used to link CAP for the most recently completed fiscal year to company performance. The SoCalGas Board of Directors uses EICP Earnings, a non-GAAP financial measure, as the company financial performance measure in the EICP. The amount reported in column (i), which represents earnings used for EICP purposes (or EICP Earnings), is calculated as SoCalGas’s GAAP net income, excluding preferred stock dividends and subject to certain other predefined adjustments. EICP Earnings may be higher or lower than earnings reported in our financial statements (labeled as “earnings attributable to common shares” or “GAAP Earnings”) due to these adjustments, which are described in “Compensation Components— Performance-Based Annual Bonuses—How were the EICP earnings goals determined?” and “—What adjustments were applied to GAAP earnings to determine EICP earnings?” in the Compensation Discussion and Analysis in this Information Statement. For additional information about the performance measures used in the EICP, see “Compensation Components—Performance-Based Annual Bonuses—What were the 2024 annual bonus performance goals for the named executive officers?” and “—What were the performance results for the 2024 Executive Incentive Compensation Plan?” in the Compensation Discussion and Analysis in this Information Statement.

(E)

The First PEO for 2021 through 2024 and August-December 2020 was Mr. Drury. The Second PEO for January-July 2020 was Mr. J. Bret Lane. The Non-PEO NEOs for 2022 through 2024 were Mss. Brown and DeMontigny and Messrs. Cho and Barrett, the Non-PEO NEOs for 2021 were Mss. Brown and DeMontigny and Messrs. Cho and Jeffery L. Walker and the Non-PEO NEOs for 2020 were Mss. Brown and DeMontigny and Messrs. Cho and Barrett.

Company Selected Measure Name

EICP Earnings

Named Executive Officers, Footnote

(E)

Peer Group Issuers, Footnote

(B)

Adjustment To PEO Compensation, Footnote

(A)

First PEO: SCT Total Compensation to CAP Reconciliation


Year	Total Compensation Reported in SCT	Equity Awards Reported in SCT⁽¹⁾	Adjusted Equity Awards Included in CAP⁽²⁾	Change in Pension Value Reported in SCT⁽³⁾	Change in Pension Value Included in CAP⁽⁴⁾	CAP
2024	$ 8,516,072	$ (1,693,779)	$ 2,473,308	$ (4,240,090)	$ 61,019	$5,116,530
2023	$ 4,586,867	$ (1,471,963)	$ 1,452,392	$ (1,193,324)	$ 57,197	$ 3,431,169
2022	$ 3,088,519	$ (1,348,006)	$ 2,883,132	─	$ 69,277	$ 4,692,922
2021	$ 4,472,412	$ (1,255,825)	$202,289	$ (1,546,479)	$ 61,428	$ 1,933,825
2020	$ 6,369,579	$ (1,800,889)	$529,256	$ (2,984,800)	$ 47,533	$ 2,160,679

Second PEO: SCT Total Compensation to CAP Reconciliation

Year

Total

Compensation

Reported in SCT

Equity Awards

Reported

in SCT⁽¹⁾

Adjusted Equity

Awards Included

in CAP⁽²⁾

Change in

Pension Value

Reported in

SCT⁽³⁾

Adjusted

Change in

Pension Value

Included in

CAP⁽⁴⁾

CAP

2024

─

2023

─

2022

─

2021

─

2020

$ 4,904,319

$ (1,108,983)

$ (951,361)

$ (2,676,222)

$ 21,600

$ 189,353

(1)	The amounts in this column are equal to the amounts in the “Stock Awards” column of the 2024 Summary Compensation Table (or, for the Non-PEO NEOs, the average of such amounts), which represent the grant date fair value of Equity Awards granted in the applicable year.

(2)	The amounts set forth in the following tables are reflected in this column:

First PEO: Equity Award Values Included in CAP


Year	Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Adjusted Stock Award Values Included in CAP
2024	$ 2,012,975	$486,160	─	$ (25,827)	$ 2,473,308
2023	$ 1,059,930	$365,348	─	$27,114	$ 1,452,392
2022	$ 1,845,640	$963,676	─	$73,816	$ 2,883,132
2021	$ 1,261,881	$ (1,014,052)	─	$ (45,540)	$202,289
2020	$ 1,740,517	$ (1,231,612)	─	$20,351	$529,256

Second PEO: Equity Award Values Included in CAP

Year

Year-End Fair

Value of Current

Year Unvested

Equity Awards⁽ⁱ⁾

Change in

Fair Value of

Prior Years'

Equity Awards

Unvested at

Year-End⁽ⁱⁱ⁾

Fair Value of

Equity Awards

Granted and

Vested in Same

Year⁽ⁱⁱⁱ⁾

Change in Fair

Value between

Prior Year-End and

Vest Date of Equity

Awards Vested in

Current Year^(iv)

Adjusted Stock

Award Values

Included in CAP

2024

─

2023

─

2022

─

2021

─

2020

─

$ (1,896,159)

$ 271,097

$ 673,701

$ (951,361)

(i)	the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such year-end fair values);

(ii)	the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change);

(iii)

the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such fair values); and

(iv)	the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change).

(3)

(4)

Non-PEO NEO Average Total Compensation Amount

$ 1,961,138

$ 1,879,380

$ 1,548,720

$ 1,628,645

$ 3,274,389

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,697,582

1,568,847

1,920,993

1,049,777

1,193,932

Adjustment to Non-PEO NEO Compensation Footnote

(A)

Non-PEO NEOs: SCT Total Compensation to CAP Reconciliation


Year	Average Total Compensation Reported in SCT	Average Equity Awards Reported in SCT⁽¹⁾	Average Adjusted Equity Awards Included in CAP⁽²⁾	Average Change in Pension Value Reported in SCT⁽³⁾	Adjusted Change in Pension Value Included in CAP⁽⁴⁾	Average CAP
2024	$ 1,961,138	$ (766,773)	$ 1,066,822	$(221,314)	$ 657,709	$ 2,697,582
2023	$ 1,879,380	$ (706,945)	$614,726	$(260,441)	$42,127	$ 1,568,847
2022	$ 1,548,720	$ (970,784)	$ 1,312,491	$(15,449)	$46,015	$ 1,920,993
2021	$ 1,628,645	$ (538,368)	$129,927	$(207,724)	$37,297	$ 1,049,777
2020	$ 3,274,389	$ (746,517)	$322,265	$ (1,692,927)	$36,722	$ 1,193,932

(1)	The amounts in this column are equal to the amounts in the “Stock Awards” column of the 2024 Summary Compensation Table (or, for the Non-PEO NEOs, the average of such amounts), which represent the grant date fair value of Equity Awards granted in the applicable year.

(2)	The amounts set forth in the following tables are reflected in this column:

Non-PEO NEOs: Equity Award Values Included in CAP


Year	Average Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Average Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Average Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Average Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Average Adjusted Stock Award Values Included in CAP
2024	$911,061	$170,059	─	$ (14,298)	$ 1,066,822
2023	$ 522,873	$79,475	─	$12,378	$614,726
2022	$ 854,833	$422,955	─	$34,703	$ 1,312,491
2021	$ 540,967	$ (402,501)	─	$(8,539)	$129,927
2020	$ 726,168	$(411,730)	─	$7,827	$322,265

(i)	the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such year-end fair values);

(ii)	the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change);

(iii)

the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such fair values); and

(iv)	the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change).

(3)

(4)

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Important Performance Measures

As described in the Compensation Discussion and Analysis in this Information Statement, one of the key principles of our executive compensation philosophy is to align pay with short-term and long-term company performance. In our assessment, the most important performance measures used to link executive compensation actually paid to our named executive officers for the most recently completed fiscal year to the company’s performance are listed in the table below. This list includes Safety Measures, which are non-financial performance measures.


	Performance Measure			Description
	EICP Earnings			See footnote (D) to the 2024 Pay-Versus-Performance table for information about the use of EICP Earnings in our 2024 executive compensation program.
	Sempra Relative TSR vs. S&P 500 Utilities Index			See footnote (B) to the 2024 Pay-Versus-Performance table for information about the use of Sempra’s relative TSR in our 2024 executive compensation program.
	Sempra Relative TSR vs. S&P 500 Index			See footnote (B) to the 2024 Pay-Versus-Performance table for information about the use of Sempra’s relative TSR in our 2024 executive compensation program.
	Sempra EPS Growth			Our annual long-term incentive plan awards granted in 2020, 2021, 2022, 2023 and 2024 include a performance-based restricted stock unit award linked to Sempra’s relative EPS growth. The award measures the CAGR of Sempra’s EPS for the relevant three-year period. The payout scale for awards granted through 2023 is based on the three-year analyst consensus estimates for the companies constituting the S&P 500 Utilities Index peers. The payout scale for awards granted in 2024 is based on the percentile ranking of Sempra’s three-year adjusted EPS CAGR relative to the adjusted EPS CAGRs of the S&P 500 Utilities Index peers. Calculation of EPS for purposes of the applicable LTIP award cycle includes certain adjustments, as described under “Compensation Components—Long-Term Equity-Based Incentives—What were the performance goals for the 2024 performance-based restricted stock units?” in the Compensation Discussion and Analysis.
	Safety and Safety Management Systems			The EICP includes safety measures and measures related to safety management systems as one of its performance measures. These measures are described under “Compensation Components—Performance-Based Annual Bonuses—What were the performance results for the 2024 Executive Incentive Compensation Plan?” in the Compensation Discussion and Analysis.
	Customer Service and Other Stakeholders			The EICP includes customer service and other stakeholder-focused measures as one of its performance measures. These measures are described under “Compensation Components—Performance-Based Annual Bonuses—What were the performance results for the 2024 Executive Incentive Compensation Plan?” in the Compensation Discussion and Analysis.

Total Shareholder Return Amount

$ 136

113

Peer Group Total Shareholder Return Amount

$ 138

$ 112

$ 120

$ 118

$ 100

Company Selected Measure Amount

1,031,000,000

813,000,000

795,000,000

719,000,000

736,000,000

PEO Name

Mr. Drury

Mr. J. Bret Lane

Mr. Drury

Equity Awards Adjustments, Footnote

(2)	The amounts set forth in the following tables are reflected in this column:

First PEO: Equity Award Values Included in CAP


Year	Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Adjusted Stock Award Values Included in CAP
2024	$ 2,012,975	$486,160	─	$ (25,827)	$ 2,473,308
2023	$ 1,059,930	$365,348	─	$27,114	$ 1,452,392
2022	$ 1,845,640	$963,676	─	$73,816	$ 2,883,132
2021	$ 1,261,881	$ (1,014,052)	─	$ (45,540)	$202,289
2020	$ 1,740,517	$ (1,231,612)	─	$20,351	$529,256

Second PEO: Equity Award Values Included in CAP

Year

Year-End Fair

Value of Current

Year Unvested

Equity Awards⁽ⁱ⁾

Change in

Fair Value of

Prior Years'

Equity Awards

Unvested at

Year-End⁽ⁱⁱ⁾

Fair Value of

Equity Awards

Granted and

Vested in Same

Year⁽ⁱⁱⁱ⁾

Change in Fair

Value between

Prior Year-End and

Vest Date of Equity

Awards Vested in

Current Year^(iv)

Adjusted Stock

Award Values

Included in CAP

2024

─

2023

─

2022

─

2021

─

2020

─

$ (1,896,159)

$ 271,097

$ 673,701

$ (951,361)

Non-PEO NEOs: Equity Award Values Included in CAP


Year	Average Year-End Fair Value of Current Year Unvested Equity Awards⁽ⁱ⁾	Average Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End⁽ⁱⁱ⁾	Average Fair Value of Equity Awards Granted and Vested in Same Year⁽ⁱⁱⁱ⁾	Average Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year^(iv)	Average Adjusted Stock Award Values Included in CAP
2024	$911,061	$170,059	─	$ (14,298)	$ 1,066,822
2023	$ 522,873	$79,475	─	$12,378	$614,726
2022	$ 854,833	$422,955	─	$34,703	$ 1,312,491
2021	$ 540,967	$ (402,501)	─	$(8,539)	$129,927
2020	$ 726,168	$(411,730)	─	$7,827	$322,265

(i)	the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such year-end fair values);

(ii)	the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change);

(iii)

the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such fair values); and

(iv)	the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change).