8-K

Date: December 28, 2022

/s/ Andrew F. Walters

Andrew F. Walters, Chief Financial Officer

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): December 23, 2022

SJW Group

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-8966

77-0066628

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 W. Taylor Street

San Jose, California 95110

(Address of principal executive offices, including zip code)

(408) 279-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share

SJW

New York Stock Exchange LLC

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.

On December 23, 2022, the Board of Directors (the “Board”) of SJW Group (the “Company”) appointed Mr. Bruce A. Hauk as the Chief Operating Officer of the Company, effective January 1, 2023. Prior to such appointment, Mr. Hauk served as Chief Corporate Development and Strategy Officer of the Company. Mr. Hauk has also been appointed as the Chief Operating Officer of San Jose Water Company, SJWTX Holdings, Inc., SJWTX, Inc. and Connecticut Water Service, Inc.

Mr. Hauk, age 52, had been Chief Corporate Development and Strategy Officer of the Company since August 2022. Prior to joining the Company, Mr. Hauk was the President of NextEra Water from May 2021 to August 2022. Prior to joining NextEra, Mr. Hauk served in several roles at American Water Works Company, Inc. from May 2011 to March 2021, lastly serving as President of Regulated Operations and Military Services Group and then as Deputy Chief Operating Officer. Previously, Mr. Hauk has served as Deputy Mayor/Chief Administrative Officer for the City of Westfield, Indiana and as Town Manager/Director of Public Works for the City of Westfield, Indiana. Mr. Hauk has a B.S. in Chemistry & Life Sciences from Indiana State University, a Master of Public Administration from Indiana University-Purdue University, and a Master of Business Administration from Indiana Wesleyan University. Mr. Hauk is a licensed operator in water and wastewater treatment.

In connection with the appointment of Mr. Hauk as Chief Operating Officer of the Company, the Executive Compensation Committee of the Board (the “Compensation Committee”) adopted a resolution to (i) increase his 2023 annual base salary from $490,000 to $500,000 and (ii) increase his 2023 target annual incentive cash compensation from 35 percent to 45 percent of his base salary. In addition, the Compensation Committee approved an increase in the dollar amount represented by shares subject to service-based restricted stock unit (“RSU”) awards to be granted to Mr. Hauk in 2023 under the Company’s Long-Term Incentive Plan from $105,840 to $126,000.

On December 28, 2022, the Company issued a press release announcing the appointment of Mr. Hauk as described above. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In connection with the retirement of Maureen P. Westbrook from her positions at certain subsidiaries of the Company effective December 30, 2022, on December 23, 2022, the Compensation Committee approved (i) the payment to Ms. Westbrook of the amount determined under the Company’s Short-Term Incentive Plan for 2022 based on her target incentive and level of attainment of the specified performance goals as such amount is determined by the Compensation Committee in February 2023, pro-rated for her period of service during 2022, and (ii) the payment of an amount equal to $75,000, representing a portion of the value of the 1,465 shares of Common Stock of the Company that would have vested in January 2023 under Ms. Westbrook’s RSU awards if she had remained in employment through each applicable vesting date.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Index


Exhibit No.		Description

99.1		Press Release, dated December 28, 2022.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document.

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.

Exhibit 99.1

LOGO

Bruce A. Hauk Named Chief Operating Officer of SJW Group

SAN JOSE, Calif. — Dec. 28, 2022 — SJW Group (NYSE: SJW) today announced that its board of directors has appointed Bruce A. Hauk as chief operating officer, effective January 1, 2023. Hauk will lead regulated water and wastewater utility operations across SJW Group’s geographically diverse footprint. The company’s local operations now serve more than 1.5 million people in California, Connecticut, Maine and Texas. Hauk joined SJW Group in August 2022 as its chief corporate development and strategy officer.

“Bruce has been a great addition to SJW Group and the executive leadership team. Since coming on board, he has immersed himself in our state operations and been a key contributor to our 2023 financial plan and long-term growth strategy,” stated Eric W. Thornburg, chair, president and CEO of SJW Group. Thornburg added, “Bruce is ideally suited to his new role, having led teams and driven results at both the state and national levels in all areas of water utilities, including regulatory, customer service and operations. Bruce embodies our core values of service, and I am confident that under his leadership, our state presidents will further harness the national scale of SJW Group to serve local customers, communities and employees while being good stewards of the environment.”

Hauk will continue to lead the company’s acquisition and growth initiatives, building on SJW’s strong record of acquisitions, with over 60% customer growth and a more than doubling of utility plant in the past five years.

Prior to joining SJW Group, Hauk was president of NextEra Water and served in many leadership roles at American Water, including deputy chief operating officer. He is a director of the National Utilities Diversity Council and was the recipient of the 2019 Inclusion & Diversity Award presented by the National Black Chamber of Commerce. Also, while he was president of Illinois American Water, his company won the 2018 Outstanding Corporate Leadership Award from the Illinois Black Chamber of Commerce.

Hauk has a Bachelor of Science in chemistry and life sciences from Indiana State University, a Master of Public Administration from Indiana University-Purdue University, and a Master of Business Administration from Indiana Wesleyan University. He is a licensed operator in water and wastewater treatment.

About SJW Group

SJW Group is among the largest investor-owned pure-play water and wastewater utilities in the United States, providing life-sustaining and high-quality water service to about 1.5 million people. SJW Group’s locally led and operated water utilities — San Jose Water Company in California, The Connecticut Water Company in Connecticut, The Maine Water Company in Maine and SJWTX Inc. (dba Canyon Lake Water Service Company) in Texas — possess the financial strength, operational expertise and technological innovation to safeguard the environment, deliver outstanding service to customers and provide opportunities to employees. SJW Group remains focused on investing in its operations, remaining actively engaged in its local communities and delivering continued sustainable value to its shareholders. For more information about SJW Group, please visit www.sjwgroup.com.

###

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. These forward looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. These forward-looking statements involve a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the effect of water, utility, environmental and other governmental policies and regulations, including actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures and other decisions; (2) changes in demand for water and other services; (3) the impact of the Coronavirus (“COVID-19”) pandemic on our business operations and financial results; (4) unanticipated weather conditions and changes in seasonality including those affecting water supply and customer usage; (5) climate change and the effects thereof, including but not limited to, droughts and wildfires; (6) unexpected costs, charges or expenses; (7) our ability to successfully evaluate investments in new business and growth initiatives; (8) contamination of our water supplies and damage or failure of our water equipment and infrastructure; (9) the risk of work stoppages, strikes and other labor-related actions; (10) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, epidemic, or similar occurrences; (11) changes in general economic, political, business and financial market conditions; (12) the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness, and general market and economic conditions; and (13) legislative and general market and economic developments. The risks, uncertainties and other factors may cause the actual results, performance or achievements of SJW Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Results for a quarter are not indicative of results for a full year due to seasonality and other factors. Other factors that may cause actual results, performance or achievements to materially differ are described in SJW Group’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Forward-looking statements are not guarantees of performance, and speak only as of the date made. SJW Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SJW Group Contact:

Willie Brown

Vice President, General Counsel & Corporate Secretary

408.315.8242

[email protected]