Donald Felsinger, chairman and CEO of Sempra Energy, isn’t at the top of the list of San Diego’s highest paid executives. But if you read the fine print, he should be.

Sempra listed Felsinger’s total pay at nearly $21 million in 2009, according to the company’s proxy filed today.

If “performance conditions” of his restricted stock grants “were to be satisfied at their highest level,” Felsinger’s pay could actually be more than $24 million for the year.

The biggest pay boost came in Felsinger’s retirement plan,which grew in 2009 by more than 50 percent ($12 million) to a total value of more than $35 million this year. From the Sempra proxy:

The 2009 substantial increase in Mr. Felsinger’s accumulated benefits under our pension plans results primarily from the spousal benefit provided by our Supplemental Retirement Plan and his recent marriage, and the inclusion of his more highly compensated recent years of service as Chief Executive Officer in calculating pension benefits.

He also has deferred compensation over the years in an interest-bearing account now worth $18.5 million.

If the company changes hands and Felsinger gets booted, he will walk away with an additional $40 million.

Not counted in Felsinger’s pay were grants of option on Sempra’s stock that can’t be exercised for 10 years. Felsinger was granted the right to buy 114,300 shares in 2019.

Stock options, of course, are supposed to motivate Mr. Felsinger to enhance shareholder value. Sempra’s 2009 option awards hardly give him a reason to do much of anything at all.

Sempra granted Felsinger options that were exercisable in 2019 at the Jan. 2, 2009 market price of $43.75.

This gives him zero incentive for him to make the company more attractive to investors.

All he has to do is maintain the status quo. Yesterday, Sempra announced shareholder-pleasing moves of buying back about $700 million in stock and boosting its dividend.

Sempra shareholders don’t have much of a say in Felsinger’s pay, but that may change.

A proposal granting shareholders an advisory vote on executive compensation. The same proposal narrowly failed last year with 49 percent of the vote.