H2o America DEF 14A, filed Apr 29, 2024
H2o America (HTO)
DEF 14A
2024-04-29
For: 2024-06-20
View Original
Added on
June 12, 2026
About this DEF 14A
H2o America filed this DEF 14A on April 29, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||
x | Definitive Proxy Statement | ||||||||||
| o | Definitive Additional Materials | ||||||||||
| o | Soliciting Material Under § 240.14a-12 | ||||||||||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||||||
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
| 1) | Title of each class of securities to which transaction applies: | |||||||
| 2) | Aggregate number of securities to which transaction applies: | |||||||
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||||
| 4) | Proposed maximum aggregate value of transaction: | |||||||
| 5) | Total fee paid: | |||||||
| o | Fee paid previously with preliminary materials. | |||||||
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||
| 1) | Amount Previously Paid: | |||||||
| 2) | Form, Schedule or Registration Statement No.: | |||||||
| 3) | Filing Party: | |||||||
| 4) | Date Filed: | |||||||
Notice of Annual Meeting of Stockholders
April 26, 2024
To Our Stockholders:
Notice is hereby given that the 2024 Annual Meeting of Stockholders of SJW Group will be held on Thursday, June 20, 2024 at 2:00 PM Eastern Time (the "Annual Meeting") at the offices of a subsidiary of SJW Group, The Connecticut Water Company, 93 West Main Street, Clinton, CT 06413, for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:
Company Proposals | ||||||||
1 | To elect nine directors to serve on the Board of Directors of SJW Group; | |||||||
2 | To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement; | |||||||
3 | To approve an Amendment of the Company's Certificate of Incorporation to Permit Officer Exculpation; | |||||||
4 | To approve an Amendment of the Company's Certificate of Incorporation to Adopt a Federal Forum Selection Provision; | |||||||
5 | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2024; and | |||||||
6 | To act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |||||||
The Board of Directors has set the close of business on Tuesday, April 23, 2024 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.
You are cordially invited to attend the Annual Meeting in person. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote by telephone, via the Internet or by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section titled "Voting Procedure" on page 3 of the Proxy Statement. You may revoke a previously delivered proxy at any time prior to the Annual Meeting by following the procedures set forth in this Proxy Statement. If you attend the Annual Meeting and wish to change your proxy vote, you may do so during the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 20, 2024: THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 2023 ARE AVAILABLE AT https://www.astproxyportal.com/ast/13455.
Sincerely,
Eric W. Thornburg
President, Chief Executive Officer and
Chairman of the Board
TABLE OF CONTENTS
Page | |||||
PROPOSAL 3 - AMENDMENT TO CERTIFICATE OF INCORPORATION TO PERMIT OFFICER EXCULPATION | |||||
PROPOSAL 4 - AMENDMENT TO CERTIFICATE OF INCORPORATION TO ADOPT A FEDERAL FORUM SELECTION PROVISION | |||||
Pay versus Performance Table | |||||
SJW Group
110 W. Taylor Street
San Jose, California 95110
Proxy Statement for the 2024 Annual Meeting of Stockholders
To Be Held on June 20, 2024
The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of SJW Group, a Delaware corporation ("SJW Group" or the "Corporation"), for use at SJW Group's Annual Meeting of Stockholders to be held on Thursday, June 20, 2024 at 2:00 PM Eastern Time and at any adjournment or postponement thereof. The Annual Meeting will be held at the offices of The Connecticut Water Company, 93 West Main Street in Clinton, Connecticut 06413.
We are distributing proxy materials to stockholders primarily via the Internet under the SEC’s “Notice and Access” rules, thereby capturing cost and environmental benefits. We expect to mail or otherwise make available, on or about April 26, 2024, the Notice Regarding the Availability of Proxy Materials that contains information about the Annual Meeting and instructions on how to view all proxy materials, including our Annual Report on Form 10-K, on the Internet. Also included are instructions on how to vote and how to request a paper or e-mail copy of the proxy materials.
PURPOSE OF MEETING
The Board has called the Annual Meeting of Stockholders for the following purposes:
| Proposals | Recommendation | |||||||
Proposal 1: To elect nine directors to serve on the Board of SJW Group; | þ | FOR | ||||||
Proposal 2: To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement; | þ | FOR | ||||||
Proposal 3: To approve an Amendment of the Company's Certificate of Incorporation to Permit Officer Exculpation; | þ | FOR | ||||||
Proposal 4: To approve an Amendment of the Company's Certificate of Incorporation to Adopt a Federal Forum Selection Provision; | þ | FOR | ||||||
Proposal 5: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2024; and | þ | FOR | ||||||
Proposal 6: To act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | þ | FOR | ||||||
The Board recommends that stockholders vote "FOR" for each of the foregoing proposals, including, in the case of Proposal 1, a vote "FOR" each of the director nominees, and in the case of Proposals 2, 3, 4 and 5, a vote “FOR” the proposals.
1
VOTING RIGHTS AND SOLICITATION
Voting
Only stockholders of record on April 23, 2024, the record date, will be entitled to notice of, and to vote at the Annual Meeting. As of the close of business on April 23, 2024, there were 32,234,465 shares of common stock of SJW Group issued and outstanding. Each share of common stock is entitled to one vote on each proposal presented at the meeting.
Quorum and Votes Required
A majority of the Corporation's voting power of all shares of common stock issued and outstanding and entitled to vote must be present at the Annual Meeting or represented by proxy at the Annual Meeting in order to constitute a quorum. Abstentions and broker non-votes (shares held of record by brokers for which the required voting instructions are not provided by the beneficial owners of those shares) are included in the number of shares present for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.
If a broker or other nominee holds shares in its name on behalf of a stockholder who is a beneficial owner of such shares, the broker or nominee is not permitted to vote those shares on Proposals 1 to 4 in the absence of voting instructions from that stockholder, and therefore broker non-votes will occur if no such instructions are given. The broker or nominee is permitted to vote on Proposal 5 in the absence of voting instructions from the stockholders who are beneficial owners of such shares, therefore the Corporation does not expect any broker non-votes for Proposal 5. Broker non-votes will have no impact on Proposal 1 or Proposal 2 and will count as a vote against Proposal 3 and Proposal 4.
| Management Proposals | Board's Voting Recommend-ation | Vote Required for Approval | Effect of Abstention | Effect of Broker Non-Vote | Page Reference (for more detail) | ||||||||||||
Proposal 1: Election of Directors | FOR EACH NOMINEE | MAJORITY OF VOTES CAST | NO IMPACT | NO IMPACT | |||||||||||||
Proposal 2: Advisory Vote to Approve Compensation of the Named Executive Officers | FOR | MAJORITY OF VOTES PRESENT AND ENTITLED TO VOTE | AGAINST | NO IMPACT | |||||||||||||
Proposal 3: Amendment of the Company's Certificate of Incorporation to Permit Officer Exculpation | FOR | MAJORITY OF VOTES OUTSTAND-ING | AGAINST | AGAINST | |||||||||||||
Proposal 4: Amendment of the Company's Certificate of Incorporation to Adopt a Federal Forum Selection Provision | FOR | MAJORITY OF VOTES OUTSTAND-ING | AGAINST | AGAINST | |||||||||||||
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | MAJORITY OF VOTES PRESENT AND ENTITLED TO VOTE | AGAINST | N/A | |||||||||||||
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Voting Procedure
Stockholders of record may vote via:
: | ( | * | C | |||||||||||||||||
| Internet | Telephone | Mailing a completed proxy card prior to the Annual Meeting | Live during the Annual Meeting | |||||||||||||||||
Instructions for voting are provided below and also included on the proxy card, Notice of Internet Availability of Proxy Materials, email notification, and/or voting instruction form, as applicable. The Internet and telephone voting facilities will close at 11:59 PM Eastern Time on June 19, 2024. If a proxy is received from a stockholder that includes specific voting instructions, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified by the stockholder. If voting instructions are not specified, the shares represented by that proxy (if that proxy is not revoked) will be voted at the Annual Meeting FOR the election of each of the director nominees listed in Proposal 1, FOR each of Proposals 2, 3, 4, and 5 and as the proxy holder may determine in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT PLEASE VOTE BY INTERNET, TELEPHONE, OR MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING | ||||||||||||||||||||
Using the information on your proxy card, you may vote shares registered in your name by:
•Internet: Going to www.voteproxy.com and following the on-screen instructions or scanning the QR code with your smartphone.
•Telephone: Calling toll-free 1-800-PROXIES (1-800-776-9437) in the United States 1-201-299-4446 from foreign countries from any touch tone phone and following the instructions. Please have your proxy card available when you call.
•Mail: Completing, signing and dating each proxy card received and returning it in the envelope provided. Your completed, signed and dated proxy card must be received prior to the Annual Meeting.
You may revoke your proxy at any time before it is actually voted at the Annual Meeting by:
•Delivering written notice of revocation to the Corporate Secretary at SJW Group, 110 W. Taylor Street, San Jose, California 95110;
•Submitting a later dated proxy; or
•Attending and voting at the Annual Meeting.
Your attendance at the Annual Meeting will not, by itself, constitute a revocation of your proxy.
You may also have another person attend the Annual Meeting to represent you by executing a form of proxy designating that person to act on your behalf.
You or your representative may only vote the shares for which you are the record holder (as indicated in the stock transfer records of the Corporation). If you are a beneficial owner of shares, but those shares are held of record by another person such as a stock brokerage firm or bank, then you must provide voting instructions to the appropriate record holder so that such person can vote those shares. In the absence of such voting instructions from you, the record holder may not be entitled to vote those shares.
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Annual Meeting Attendance
If you plan to attend the Annual Meeting, you will need one of the following proofs of ownership of the Corporation's common stock on the record date:
•Notice of Internet Availability of Proxy Materials mailed to you.
•The proxy card mailed to you if you received a copy of the Proxy Materials and you are a registered holder of the Corporation's common stock.
•A copy of a brokerage or other statement reflecting your stock ownership as of the record date if you hold your shares through a broker or through the Employee Stock Purchase Plan.
•A copy of the email with your control number if you received an e-mail with a link to the Proxy Materials.
You may also be asked to present valid picture identification to gain entrance to the Annual Meeting. Any person claiming to be an authorized representative of a stockholder must, upon request, produce written evidence of the authorization.
In order to assure the holding of a fair and orderly meeting, management will limit the general discussion portion of the Annual Meeting and permit only stockholders or their authorized representatives to attend or address the Annual Meeting. No signs, handouts, cameras, recording equipment, or similar items may be brought into the Annual Meeting. Recording of the Annual Meeting is prohibited, including through a cellular phone. Bags, packages, and other items may be subject to inspection.
Proxy Solicitation Costs
The Corporation will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials, this Proxy Statement, the proxy card, and any additional solicitation materials that the Corporation may provide to stockholders. Copies of solicitation materials will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. The Corporation will reimburse the brokerage firms, fiduciaries and custodians holding shares in their names for reasonable expenses incurred by them in sending solicitation materials to its beneficial stockholders. The solicitation of proxies will be made by regular or first-class mail and may also be made by telephone, facsimile, electronic mail or personally by directors, officers and employees of the Corporation who will receive no extra compensation for such services. In addition, the Corporation has retained Georgeson LLC to act as a proxy solicitor in conjunction with the Annual Meeting. The Corporation has agreed to pay that firm $11,500, plus expenses, for proxy solicitation services.
Electronic Availability of Proxy Statement and Annual Report
To reduce the environmental impact of our Annual Meeting, we are making this Proxy Statement and Annual Report ("Proxy Materials") available to stockholders electronically via the Internet at https://www.astproxyportal.com/ast/13455 and on the Corporation’s website at http://www.sjwgroup.com/investor-relations/sec-filings. On or about April 26, 2024, the Corporation will begin mailing, or otherwise make available to stockholders, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Materials and how to vote.
If you would prefer to receive a paper copy of the Proxy Materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials or as provided below. If you have previously elected to receive the Proxy Materials electronically, you will continue to receive an e-mail notification with instructions to access the materials via the Internet unless you elect otherwise.
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You may request a copy of the Proxy Materials, at no charge to you, using one of the methods below. To facilitate timely delivery, requests must be received by June 4, 2024.
•Internet: Going to https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials and following the on-screen instructions.
•Telephone: Calling 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers) and following the instructions.
•E-mail: Emailing help@equiniti.com and providing the requested information
With your consent, we will no longer send you paper copies of any proxy materials, including the Notice of Internet Availability of Proxy Materials, beginning next year. Instead, we will send you an email notification that the Proxy Materials have been filed with the Securities and Exchange Commission ("SEC") and are available for you to view, including a link to the website where you can view the materials. We will also provide you with a link to allow you to vote online. To sign up for electronic receipt of Proxy Materials, follow these directions:
•Log on to https://equiniti.com/us/ast-access
•Click on “LOGIN” button under the "Shareholder Central" heading;
•Once you access your account, select the tool bar “Communications"; and
•Select “Receive Company Mailings via E-Mail”.
One set of Proxy Materials, or Notice of Internet Availability of Proxy Materials, as applicable, is being delivered to multiple stockholders sharing an address unless you instruct us otherwise. Upon your request, using one of the methods below, we will deliver (i) a separate copy of the Proxy Materials, or Notice of Internet Availability of Proxy Materials, as applicable, to you at a shared address to which a single copy of the materials was delivered, and (ii) a single copy of Proxy Materials, or Notices of Internet Availability of Proxy Materials if they are receiving multiple copies of any of these materials.
•Internet: Going to https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials and following the on-screen instructions.
•Telephone: Calling 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers) and following the instructions.
•E-mail: Emailing help@equiniti.com and providing the requested information.
5
PROPOSAL 1 ELECTION OF DIRECTORS | ||||||||||||||||||||
General
Nine directors, who will constitute the entire Board of the Corporation following the Annual Meeting, are to be elected at the Annual Meeting to hold office until the next annual meeting of stockholders or until a successor for such director is duly elected and qualified, or until the death, resignation or removal of such director.
The Corporation's Bylaws provide a majority voting standard for the election of directors in uncontested elections. The election of directors at the Annual Meeting is uncontested, therefore under the Bylaws, each of the nine nominees set forth in this Proxy Statement must receive a majority of the votes cast with respect to such nominee director in order to be elected, i.e., the number of votes “for” the nominee must exceed the number of votes “against” the nominee. If an incumbent director does not receive the required majority vote, such director shall promptly tender his or her resignation to the Board. Within 90 days after the Annual Meeting, (i) the Nominating & Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken; and (ii) the Board will act on the tendered resignation, taking into account such Committee’s recommendation. If the Board does not accept the resignation, the Board is required to publicly disclose its decision and the rationale behind the decision. A director who tenders his or her resignation may not participate in the recommendation of the Nominating & Governance Committee or the decision by the Board with respect to his or her resignation. For more detail about the majority voting standard, see our Bylaws which were filed with the SEC.
Unless individual stockholders specify otherwise, each returned proxy will be voted "FOR" the election of each of the nine nominees whose biographies are provided below, each of whom has been nominated by the existing Board upon the recommendation of the Nominating & Governance Committee. In the unanticipated event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee named by the present Board to fill the vacancy. As of the date of this Proxy Statement, SJW Group is not aware of any nominee who is unable or will decline to serve as a director.
Key Experience, Qualifications, Attributes and Skills of Board Nominees
The following biographies describe the particular experience, qualifications, attributes and skills that led the Board to conclude that each continuing director and nominee should serve as a director of SJW Group. The Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, and that, collectively, such nominees’ diverse skill sets and perspectives ensure that the Board will continue to be well-suited to provide the Corporation with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. No nominee or current director has any family relationship with any other current director, nominee or with any executive officer. Other than Eric W. Thornburg, whose employment relationships with the Corporation and its subsidiaries are described below, no nominee is or has been employed by the Corporation or its subsidiaries during the past five years. The age of each director is as of the date of the 2024 Annual Meeting.
6
| Carl Guardino | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Mr. Guardino currently serves as Vice President of Government Affairs and Policy at Tarana Wireless, Inc., a position he has held since November 2022. In 2007, the Governor of California appointed Mr. Guardino as a Commissioner of the California Transportation Commission and he is serving in his fifth term and is currently the Chair of the Commission. Mr. Guardino served as a director on the board of Equilar, Inc. until 2021. Mr. Guardino served as Executive Vice President, Government Affairs and Policy at Bloom Energy Corp. from 2020 to 2022. He served as President and Chief Executive Officer of the Silicon Valley Leadership Group (“SVLG”) from 1997 to 2020 and served as Vice President from 1991 to 1995. From 2002 to 2020, he also served as Executive Director of SVLG Foundation. He also held an executive position in governmental affairs with Hewlett-Packard Corporation from 1995 to 1997. From 1987 to 1990, he served as Chief Assistant for California State Assemblyman Rusty Areias. Mr. Guardino received a Bachelor of Arts in political science from San Jose State University where he is a Distinguished Alumnus. | |||||||||||
Age: 62 | Committees | ||||||||||
Director Since: 2020 | l Nominating & Governance | ||||||||||
l Sustainability | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Mr. Guardino’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, its commitment to community involvement, and the Corporation's execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Experience leading the SVLG, a prominent public policy trade association that represents hundreds of Silicon Valley’s most respected companies | ||||||||||
l | Championed public policy at the local, state, and federal level for more than three decades | ||||||||||
l | Led a number of successful ballot measures, especially in the areas of transportation and housing | ||||||||||
7
| Mary Ann Hanley | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Ms. Hanley has been a Trustee of Goodwin University since 2018 and a member of the University’s Executive Committee and Economic and Strategic Development Committee since 2017. Ms. Hanley has also been a Director of Enders Island, a retreat center, and a member of its finance committee since 2021. Ms. Hanley served as a director of Connecticut Water Service, Inc. ("CTWS") from 1999 until its acquisition by the Corporation in 2019. Ms. Hanley served as Director of the Valencia Society, the endowment fund for St. Francis Hospital and Medical Center, which is part of Trinity Health of New England (“Trinity Health”), from 1998 to 2003, and as an officer for business development from 2003 to 2013 and liaison for government and community alliances at Trinity Health from 2013 to 2023. Ms. Hanley served as the Chair of the Board of Oak Hill School, the largest private non-profit provider of services for people with disabilities in Connecticut, from 2017 until 2021. From 1995 to 1998, she was Legal Counsel to the Governor's Office, State of Connecticut and then Director of the State's Office for Workforce Competitiveness from 1999 to 2010. Ms. Hanley received a Bachelor of Arts from UCONN and a Master's Degree in Public Policy from Trinity College and UCONN School of Law. | |||||||||||
Age: 67 | Committees | ||||||||||
Director Since: 2019 | l Audit | ||||||||||
l Nominating & Governance | |||||||||||
l Sustainability | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Ms. Hanley’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's governmental relations in New England, legal and risk management, corporate governance, and commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Over 10 years serving in state government both as a consultant and key government official in the offices of two Connecticut Governors | ||||||||||
l | Over 15 years of direct interaction with the Connecticut General Assembly, executive branch agencies and the state's Congressional delegation | ||||||||||
l | Negotiated legislative initiatives with members of the Connecticut General Assembly, business leaders and others, including the resolution of a state budget stalemate | ||||||||||
l | Served as Secretary/Treasurer for over 10 years of CCEDA (Capitol City Economic Development Authority, now CRDA), which had oversight of a $1 billion investment in redeveloping downtown Hartford, Connecticut | ||||||||||
l | Served as Director of the Office for Workforce Competitiveness for the Connecticut Employment and Training Commission, the statewide workforce board responsible for recommending policy and planning guidance to the Governor and the legislature on workforce related strategies, investments, and programs | ||||||||||
8
| Heather Hunt | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Ms. Hunt currently serves as an Executive Director of the New England States Committee on Electricity since 2009. From 2003 to 2008, she was an attorney and practiced regulatory law in Connecticut. Ms. Hunt served as a director of CTWS from 2006 until its acquisition by the Corporation in 2019. From 2001 to 2003, Ms. Hunt was Director of State and Local Government Affairs at United Technologies Corporation and before that she worked at the Southern Connecticut Gas Company in various regulatory and public policy capacities, ultimately serving as its Vice President. Ms. Hunt served as a Commissioner of the Maine Public Utilities Commission from 1995 to 1998 and as a Commissioner of the Connecticut Department of Public Utility Control from October 1993 to 1995. Ms. Hunt served on the Living Donor Committee of the Organ Procurement and Transplant Network, the non-profit organization that manages the nation's organ transplant system under contract with the federal government, from 2015 to 2022. Ms. Hunt received a Bachelor of Arts in Politics from Fairfield University and a Juris Doctor from Western New England College School of Law. | |||||||||||
Age: 58 | Committees | ||||||||||
Director Since: 2019 | l Executive Compensation | ||||||||||
l Nominating and Governance (Chair) | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Ms. Hunt’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry as well as its policies and practices related to legal and risk management, corporate governance, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Experience as a utility regulator in Connecticut and Maine in which she oversaw the rates and services of water and other public utilities | ||||||||||
l | Experience interacting with government officials at the state level | ||||||||||
l | Served as Vice President for a Connecticut natural gas utility, representing the company's interests before public utility regulators, and managing its government relations activities | ||||||||||
l | Served as Director of State and Local Government affairs for Connecticut's then-largest employer | ||||||||||
l | Owned a regulatory law practice and represented private and quasi-public entities in utility-related regulatory matters | ||||||||||
l | Current service as the Executive Director of New England's Regional State Committee on Electricity | ||||||||||
9
Rebecca Armendariz Klein | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Ms. Klein is Principal of Klein Energy, LLC, an energy consulting company based in Austin, Texas, a position she has held since she founded the firm in 2006. Ms. Klein served on the Board of the Lower Colorado River Authority, including as Chair, from 2007 to 2013. Previously, Ms. Klein was the Chair of the Texas Public Utility Commission from 2001 to 2004. Ms. Klein also worked for KPMG Consulting (now Deloitte) where she headed the development of the Office of Government Affairs and Industry Relations in Washington, D.C., from 2000 to 2001. Ms. Klein has served on the board of Avista Corp., a publicly traded utility in the Pacific Northwest since 2010, and Diamondback Energy, a publicly traded oil and natural gas company since 2022. Ms. Klein is a Board member of Los Alamos Technical Associates, a privately held environmental remediation and engineering company, since 2022. She is also the Founder and a director of the Texas Energy Poverty Research Institute since 2015. Ms. Klein serves on the Advisory Board of Saber Partners, a financial advisory firm specializing in utility securitizations, since 2006. Ms. Klein retired from the U.S. Air Force Reserve as a Lieutenant Colonel. Ms. Klein earned a Juris Doctor from St. Mary’s University School of Law in San Antonio, Texas. She also holds a Master of Arts in National Security Studies from Georgetown University, a Bachelor of Arts in Human Biology from Stanford University, and a Master of Business Administration from MIT. | |||||||||||
Age: 59 | Committees | ||||||||||
Director Since: 2021 | l Executive Compensation | ||||||||||
l Finance | |||||||||||
l Sustainability | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Ms. Klein's principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry as well as its policies and practices with respect to governmental and regulatory affairs, legal and risk management, and corporate governance. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Founder and Principal of a firm addressing regulatory, market dynamic, and capital acquisition matters for water, energy, and telecommunications companies | ||||||||||
l | Served as chairman and commissioner of the Public Utilities Commission of Texas | ||||||||||
l | Served as chairman and vice chairman of the Lower Colorado River Authority, a government owner and operator of water, electric, and hydropower systems | ||||||||||
l | Experience in federal and state executive branches at the White House and in the Office of the Governor of Texas | ||||||||||
l | Experience on the advisory board of the Stanford Women on Boards Initiative, a non-profit committed to increasing women’s representation on corporate boards | ||||||||||
l | 25 years of military service as a Lieutenant Colonel in the U.S. Air Force reserve | ||||||||||
10
Denise L. Kruger | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Ms. Kruger has over 25 years of experience in the utility industry, including serving as the Senior Vice President, Operations, Regulated Utilities, for Golden State Water Company, a subsidiary of American States Water that provides water and electric service to customers in California, from 2004 until 2021. Ms. Kruger had oversight of all functions in Regulated Utilities, including water operations, asset management, environmental quality, customer and community relations, customer service, water use efficiency, water resources, and customer growth through acquisitions of regulated water systems in California. She joined Golden State Water Company in 1992 as Manager of Quality Assurance and Water Quality. Ms. Kruger held the positions of Vice President, Water Quality, and Vice President, Customer Service. Ms. Kruger serves as a director of the California Foundation for the Environment and Economy. Ms. Kruger received a Bachelor of Science Degree in Mechanical Engineering from the University of California-Davis, and a Master of Business Administration Degree from the University of California-Irvine. | |||||||||||
Age: 60 | Committees | ||||||||||
Director Since: 2023 | l Audit | ||||||||||
l Sustainability | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Ms. Kruger’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, including in connection with matters such as water supply and environmental and economic regulation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows | |||||||||||
l | Former Senior Vice President of Regulated Utilities at Golden State Water Company. | ||||||||||
l | Former Chair of the Water Research Foundation, an organization responsible for over $460 million worth of water related research | ||||||||||
l | Former Chair of the American Ground Water Trust | ||||||||||
l | A proven leader in the drinking water industry with over 30 years experience | ||||||||||
l | Served as Chair of the Water Research Foundation | ||||||||||
l | Served on Executive Committee of American Water Works Association | ||||||||||
l | Board member of the California Foundation on the Environment and Economy | ||||||||||
l | Former consultant to the California Water Association | ||||||||||
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| Gregory P. Landis | |||||||||||
Position with the Corporation: Lead Independent Director | |||||||||||
| Business Experience | |||||||||||
Mr. Landis currently serves as Of Counsel to 3DLaw, PLLC (formerly, 300degrees PLLC), a position he has held since 2021, and was Of Counsel to Yarmuth LLP from 2016 until 2021. Prior to these roles, Mr. Landis served as General Counsel and Senior Vice President of TerraPower, LLC from 2013 until 2015 and Senior Advisor from 2015 until 2018. Mr. Landis also served as a director of Unwired Planet, Inc. from 2013 to 2015. He was General Counsel and then Senior Legal Advisor of Intellectual Ventures from 2007 until 2012. Previously, Mr. Landis served as the General Counsel and Executive Vice President of Vulcan Inc. from 2005 to 2007, and from 1995 to 2005 was the General Counsel of AT&T Wireless Services, Inc., where he also served as Executive Vice President and Corporate Secretary. From 1985 until 1995, Mr. Landis was a partner at the law firm of McCutchen, Doyle, Brown & Enersen. Mr. Landis holds a Juris Doctor, cum laude, from Harvard Law School and a Bachelor of Arts, magna cum laude, from Yale University. | |||||||||||
Age: 73 | Committees | ||||||||||
Director Since: 2016 | l Executive Compensation (Chair) | ||||||||||
l Finance | |||||||||||
l Nominating and Corporate Governance | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Mr. Landis’ principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's reporting and compliance requirements and corporate governance, and the Board’s consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Legal, corporate governance, and mergers and acquisitions experience, including nearly 20 years of experience as chief legal officer for public and private corporations and over 18 years in commercial litigation | ||||||||||
l | Utility regulatory experience before the California Public Utilities Commission and the Federal Energy Regulatory Commission | ||||||||||
l | Leadership of government relations functions at public and private companies | ||||||||||
l | Experience serving on the board of directors, chairing the nomination and governance committee and serving on special committees of another publicly traded corporation | ||||||||||
l | Service on various non-profit boards, including as board chair, finance committee chair, and strategic planning co-chair | ||||||||||
l | Service on various executive committees, including compensation and benefits, business ethics, and recruiting | ||||||||||
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| Daniel B. More | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Mr. More currently serves as a Senior Advisor to Guggenheim Securities, a position he has held since 2015, and as a Director of Clearway Energy, Inc. since 2019. He served as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley from 1996 until his retirement in 2014. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. He served as a director of Saeta Yield from 2015 until 2018 and served as a director of the New York Independent System Operator from 2014 until 2016. Mr. More holds a Bachelor of Arts in Economics from Colby College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. | |||||||||||
Age: 68 | Committees | ||||||||||
Director Since: 2015 | l Audit (Chair) | ||||||||||
l Executive Compensation | |||||||||||
l Finance (Chair) | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Mr. More’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's financial reporting requirements, financing transactions and capital raising activities, as well as the Board’s consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Over 30 years of experience in investment banking, including capital raising, privatizations, and mergers and acquisitions with specialization in the utility sector since 1986 | ||||||||||
l | Experience and knowledge in business strategy, strategic initiatives, corporate governance, and executive recruiting | ||||||||||
l | Experience and knowledge of utility regulation, cost of capital proceedings and the rate making process | ||||||||||
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| Eric W. Thornburg | |||||||||||
Position with the Corporation: President, Chief Executive Officer and Chairman of the Board | |||||||||||
| Business Experience | |||||||||||
Mr. Thornburg has been the President and Chief Executive Officer of the Corporation and SJW Land Company and Chief Executive Officer of San Jose Water Company and SJWTX, Inc. since 2017, and Chairman of the Board of the Corporation, San Jose Water Company, SJW Land Company and SJWTX, Inc. since 2018. Since 2019, Mr. Thornburg has also served as Chairman of the Board of SJWNE LLC and CTWS and all of its subsidiaries. Prior to joining the Corporation, Mr. Thornburg served as President and Chief Executive Officer of CTWS from 2006 until 2017 and Chairman of the Board of CTWS from 2007 until 2017. Mr. Thornburg served as President of Missouri-American Water, a subsidiary of American Water Works Corporation from 2000 to 2004. From 2004 to 2006, he served as Central Region Vice President-External Affairs for American Water Works Corporation. Mr. Thornburg holds a Bachelor of Arts in Biology and Society from Cornell University and a Master’s Degree in Business Administration from Indiana Wesleyan University. | |||||||||||
Age: 64 | |||||||||||
Director Since: 2017 | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Mr. Thornburg’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, management of its water supply and execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | Over 30 years of leadership experience in the investor-owned water utility profession across 10 states and current service as the President, Chief Executive Officer, and Chairman of the Corporation with intimate knowledge and experience of the Corporation’s day-to-day operations | ||||||||||
l | Served as President and Chief Executive Officer of another publicly traded water utility for over 11 years, including 10 years as Board Chairman | ||||||||||
l | Served as President of the National Association of Water Companies ("NAWC") in 2011, and as a Director for an aggregate of 10 years | ||||||||||
l | Served as a Trustee of the Water Research Foundation until January 2022 | ||||||||||
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| Carol P. Wallace | |||||||||||
Position with the Corporation: Director | |||||||||||
| Business Experience | |||||||||||
Ms. Wallace currently serves as a director of Sandstone Group, LLC, a position she has held since 2012. Prior to serving on the Board of the Corporation, Ms. Wallace served as a director of CTWS from 2002 until its acquisition by the Corporation in 2019, as Chair of the CTWS Board from 2017 to 2019, and as Lead Independent Director of CTWS from 2012 until 2017. She served as the Chief Executive Officer of Cooper-Atkins Corporation, a manufacturer of temperature acquisition instruments, from 1994 until 2018 and as an employee from 1991, prior to its new ownership. She served as a Board member of Middlesex Hospital, Middletown, Connecticut from 2013 until 2018. Ms. Wallace served as a director of Zygo Corporation from 2005 until 2014. Ms. Wallace received a Bachelor of Arts in Biology from Middlebury College. | |||||||||||
Age: 69 | Committees | ||||||||||
Director Since: 2019 | l Audit | ||||||||||
l Finance | |||||||||||
l Sustainability (Chair) | |||||||||||
| Key Experience, Qualifications, Attributes and Skills | |||||||||||
Ms. Wallace’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's executive leadership development, strategic planning, and customer and employee relations. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | |||||||||||
l | 24 years of experience as CEO of Cooper-Atkins Corporation, a technology company that had $50 million in annual sales, with overall responsibility for all financial activity, audit, executive compensation, real estate, governance, management risk assessment, IT and strategic initiatives | ||||||||||
l | Experience with executing acquisitions | ||||||||||
l | Familiarity with and knowledge of regulatory activity related to the water industry | ||||||||||
l | Prior service as the Chair of the Connecticut Business & Industry Association | ||||||||||
l | Experience interacting with government officials at the state level | ||||||||||
Recommendation of the Board | ||||||||
þ | The Board unanimously recommends that stockholders vote FOR the election of the nine nominees beginning on page 7. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR each of the nine nominees. | |||||||
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Director Independence
The Board has affirmatively determined that each of its current directors who served during the 2023 fiscal year, and each nominee for election at the Annual Meeting, other than Eric W. Thornburg, the Corporation's President, Chief Executive Officer, and Chairman of the Board, is independent within the meaning of the director independence standards of the New York Stock Exchange (the "NYSE"), as currently in effect.
The Board has determined that each member of the Audit Committee and each member of the Executive Compensation Committee (or, the "Compensation Committee") also meet the additional independence criteria promulgated by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the NYSE standards for Audit Committee membership and the Compensation Committee membership, respectively.
Board Leadership Structure
The Board does not believe that any one leadership structure is most effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chair and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances, as well as effective and productive oversight of management. Thus, the Board believes it is important to retain flexibility to determine which leadership structure best serves the interests of the Corporation and its stockholders based on a consideration of all relevant factors, including the needs and opportunities of the Corporation and the particular composition of the Board and management at the applicable time. However, consistent with the Board's commitment to strong independent oversight of management, the Board has adopted a policy requiring the appointment of a Lead Independent Director of the Board at any time when the Chair is not independent.
The position of Chair of the Board is currently held by Eric W. Thornburg, President and Chief Executive Officer of SJW Group. Gregory P. Landis, an independent director, currently serves as the Lead Independent Director.
The Board believes that combining the Chair and Chief Executive Officer positions and having a Lead Independent Director is the appropriate leadership structure for the Corporation at this time given the qualifications and experiences of Mr. Thornburg and Mr. Landis. Combining the Chair and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and value creation. The Board believes this leadership structure is particularly appropriate for the Corporation at this time given Mr. Thornburg's many years of experience in managing companies in the regulated water utility industry and his familiarity with the challenges and intricacies of the regulatory environment in the various jurisdictions in which the Corporation operates. These attributes place Mr. Thornburg in an optimal position to identify and to lead Board discussions on important matters related to business operations. At the same time, the Board believes that Mr. Landis' extensive experience and skill in corporate governance, legal compliance, and oversight functions of public companies enable him to serve as an effective Lead Independent Director.
To further enhance the independence and effectiveness of the Board, pursuant to the Corporation's Governance Policies, the Lead Independent Director has been empowered with the following robust duties and responsibilities:
•serving as principal liaison between the independent directors and the Chair and CEO;
•having the authority to call meetings of the independent directors;
•chairing meetings of the Board when the Chair is not present;
•advising and consulting with the Chair regarding the information provided to directors in connection with Board meetings;
•ensuring that the independent directors have adequate opportunities to meet and discuss key issues (including in connection with overseeing Chief Executive Officer and management succession planning) in executive sessions or at separate meetings without management being present and presiding at such executive sessions and meetings;
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•providing feedback from executive sessions to the Chair/Chief Executive Officer;
•responding directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group; and
•being available for consultation and direct communication with major stockholders.
The Board believes that this leadership structure provides strong, unified leadership of the Corporation while maintaining effective and independent oversight of management. Nevertheless, the Board will continue to periodically review and assess the leadership structure, including by taking into account input and recommendation from the Nominating & Governance Committee and other members of the Board, to ensure it continues to provide effective guidance to and independent oversight of management.
Nomination of Directors
Upon recommendation of the Nominating & Governance Committee, in December 2023, the Board approved Corporate Governance Policies (as amended, the "Governance Policies") that set forth additional principles and procedures regarding the functions, responsibilities and other governance matters of the Board and its committees and members. Such Corporate Governance Policies may be found at the Corporation's website at www.sjwgroup.com. In connection with the adoption of the revised Governance Policies, the Board incorporated procedures previously set forth in the separate Policies and Procedures of the Nominating & Governance Committee for Nominations for Director (the “Nomination Policy”) into the Governance Policies. As a result of such changes, the separate Nomination Policy, including the submission form for director recommendations from stockholders that was set forth in the Nomination Policy, has been superseded and is no longer in effect.
The criteria address the specific qualifications that the Nominating & Governance Committee believes must be met by each nominee prior to recommendation by the Nominating & Governance Committee for a position on the Corporation's Board. In particular, the criteria address the specific qualities or skills that the Nominating & Governance Committee believes are necessary for one or more of the Corporation's directors to possess in order to provide the best combination of experience and knowledge on the Board and its committees. These criteria include:
•experience, knowledge and expertise in relevant areas affecting the Corporation’s business, including first-hand relevant business experience and achievement within the utility industry or an expressed willingness and capability to develop an understanding of the regulated utility industry;
•professional and personal integrity and ethical character;
•ability to assist in effective oversight and decision-making by the Board, including experience on other boards;
•the absence of any interests that would materially impair his or her ability to exercise judgment or otherwise discharge the fiduciary duties owed as a director to the Company and its stockholders;
•diversity characteristics (which may include gender, geographic background, race, ethnicity, age, culture, national origin, gender identity and expression, and sexual orientation);
•the skills and specific qualities required in the context of the current composition of the Board, including appropriate skills, expertise and independence to serve on or lead the committees of the Board;
•any requirements under applicable laws and regulations;
•ability and willingness to serve for a full term and to devote adequate time to prepare for, attend and participate in meetings of the Board and of all committees on which they serve;
•in the case of incumbent directors, attendance at and participation in Board and committee meetings and other past contributions to the Board; and
•such other factors as the Nominating & Governance Committee deems appropriate.
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Although the Board does not have a formal diversity policy, the Nominating & Governance Committee and the Board recognize the value of having a diverse mix of perspectives, skills, experiences, and backgrounds on the Board. As such, when considering potential nominees for directors, the Nominating & Governance Committee and the Board take into account differences of viewpoint, varied professional or governmental experience, education and advanced degrees, skill set, diversity characteristics (such as gender, geographic background, race, ethnicity, age, culture, national origin, gender identity and expression, and sexual orientation), and other individual qualities and attributes that are likely to contribute to board heterogeneity.
Our Board was among 12% of boards of Russell 3000 companies, as of December 31, 2023, to have a gender balanced board. Following the Annual Meeting, the Board's diversity profile is expected to be as follows:
Gender | Race/Ethnicity | Age | Tenure (in years) | ||||||||
Female: 56% | 11% | 58-62: 44% 63-69: 44% 70-73: 12% | 1-3: 22% 4-6: 56% 7-9: 22% | ||||||||
Stockholders may nominate a person for election as a director at the Annual Meeting by complying with the procedures set out in the Corporation's Bylaws and other applicable federal and state laws governing the election of directors and distribution of proxy materials. Under the Bylaws, a nominating stockholder must provide the Corporation with advance written notice of a proposed nomination no later than 90 days and no earlier than 120 days prior to the one-year anniversary of the preceding year's Annual Meeting. Such advance notice must include certain information and materials relating to the stockholder and the proposed nominee as prescribed under the Bylaws, including without limitation, the name and qualification of the proposed nominee, the relationship between the nominee and the stockholders, and other information typically required in a proxy statement filed under SEC proxy rules. Nominees recommended by our stockholders are given consideration in the same manner as other nominees.
Under SEC Rule 14a-19, to solicit proxies in support of director nominees other than the Corporation's nominees, a stockholder must provide to the Company a notice of the solicitation of proxies in support of director nominees other than the Corporation's nominees, which must be postmarked or transmitted electronically to the Corporation at its principal executive office no later than 60 calendar days prior to the anniversary of the previous year's annual meeting date.
For more information on the procedure and advance notice requirements for nominating a director, see the Corporation's Bylaws, a copy of which was filed with the SEC.
Board's Role in Risk Oversight
The Corporation has implemented an internal risk assessment process to identify, assess and manage the principal risks facing the Corporation, including risks associated with the Corporation's regulatory environment, business operations and continuity, legal, compliance, information technology and data storage and retrieval facilities, cyber, financial and accounting matters, internal controls over financial reporting and disclosure controls, and compensation policies. While management has day-to-day responsibility for assessing, managing and monitoring the Corporation's risk exposure, the Board and its committees provide active oversight of such efforts. The Board and its committees regularly review and discuss key potential risks, including the nature, extent, likely timeframe and immediacy of such risks, their potential impact on the business and operations of the Corporation and management's related mitigation and monitoring strategies and practices.
Members of senior management regularly provide the Board with timely and substantive information regarding short-term and long-term risks of the Corporation, including quarterly and annual risk analysis reports. To the extent appropriate, the Board also consults with experts and advisors to assist in
18
specialized areas of risk assessment such as cybersecurity and regulatory professionals, and to develop solutions and strategies to mitigate and monitor these risks.
The Board implements its risk oversight function both as a whole and through its committees, which play a significant role in overseeing certain key risks within their purview, as set forth in their charters. The Chair of each committee provides regular reports to the Board regarding their risk oversight responsibilities and other significant activities to ensure the Board remains informed.
For example, the Audit Committee, meets periodically with senior leadership and other employees to discuss management's policies and practices with respect to risk assessment and risk management and oversees financial, accounting, cyber and information security risk and legal and regulatory compliance risks, among others.
The Compensation Committee oversees risk management as it relates to compensation plans, policies and practices for all employees, including executive officers, and assesses whether such compensation programs could create incentives for employees to take excessive or inappropriate risks that could have a material adverse effect on the Corporation.
The Nominating & Governance Committee monitors the effectiveness of the Corporation's corporate governance guidelines and policies and oversees risks associated with the composition, size and independence of the Board, qualifications of directors and director and management succession planning.
The Finance Committee oversees risk related to the Corporation’s growth strategy and financing matters through its review and evaluation of the Corporation's acquisition opportunities, business development proposals, debt and equity financings and dividend policy, and its oversight of communications with rating organizations.
The Sustainability Committee oversees risks and provides guidance to the Board regarding health and safety, water and environmental matters and the impact of climate change.
The Board's risk oversight process is also designed to align with the disclosure controls and procedures of the Corporation. As part of this process, management members responsible for analyzing public disclosure requirements, including disclosure required under the rules and regulations of the SEC, participate in Board meetings and other Board communications, during which public disclosure requirements are identified and assessed to ensure timely compliance. The Corporation has also established a Disclosure Committee consisting of senior management that meets on a quarterly basis to discuss and review various SEC disclosure requirements and that coordinates with the Audit Committee and the Board regarding compliance with public disclosure obligations.
Board Committees
The Board has a standing Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Finance Committee and Sustainability Committee. The Board has the authority to form additional committees, and has done so from time to time, to address matters specifically identified by the Board. The charters for each of the standing committees may be found on the Corporation's website at www.sjwgroup.com.
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee assists the Board in its oversight of the integrity of the financial reports and other financial information provided by the Corporation to any governmental body or the public, the Corporation's compliance with legal and regulatory requirements, the Corporation's systems of internal controls, the qualifications and independence of the independent accountants, and the quality of the Corporation's accounting and financial reporting processes generally. The Audit Committee also reviews significant accounting policies and the financial results with management and the independent public accountants.
Mses. Hanley, Kruger and Wallace and Mr. More are the current Audit Committee members, and Mr. More serves as the Chair of the Audit Committee. The current Audit Committee members are independent
19
as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the NYSE with respect to audit committee members. The Board has determined that each of Mr. More, and Mses. Kruger and Wallace is an "audit committee financial expert" as defined in SEC rules and that all Audit Committee members are financially literate. The Audit Committee held eight meetings during fiscal year 2023.
Executive Compensation Committee
The Compensation Committee assists the Board in its responsibilities with respect to the compensation of the Corporation's executive officers and administers certain employee benefit plans, including the Corporation's Long-Term Incentive Plan and other incentive plans that may be adopted by the Corporation. The Compensation Committee is authorized to approve the compensation payable to the Corporation's executive officers, approve all perquisites, equity incentive awards and special cash payments made or paid to executive officers, and to approve severance packages with cash and/or equity components for the executive officers. Additionally, the Compensation Committee reviews and recommends to the Board appropriate director compensation programs.
The Compensation Committee retained Mercer (US), Inc. to serve as the Compensation Committee's independent compensation consultant and provide advice on executive officer and director compensation for the 2023 fiscal year. The role of such consultant, the nature and scope of the consultant’s assignments and the material elements of the instructions or directions given to the consultant with respect to the performance of its duties are more fully set forth in the section titled "Compensation Discussion and Analysis" that appears later in this Proxy Statement.
Mses. Hunt and Klein and Messrs. Landis and More are the current members of the Compensation Committee, and Mr. Landis serves as the Chair of the Compensation Committee. Each of these members is independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the NYSE with respect to compensation committee members. The Compensation Committee held seven meetings during fiscal year 2023.
Nominating & Governance Committee
The Nominating & Governance Committee is charged by the Board with reviewing and proposing changes to the Corporation's corporate governance policies, developing criteria for evaluating performance of the Board, determining the requirements and qualifications for members of the Board and proposing to the Board, nominees for the position of director of the Corporation.
Mses. Hanley and Hunt and Messrs. Guardino and Landis are the current Nominating & Governance Committee members, and Ms. Hunt serves as the Chair of the Nominating & Governance Committee. The Board has determined that all of the members of the Nominating & Governance Committee are independent as defined under the independence standards for nominating committee members in the listing standards for the NYSE. The Nominating & Governance Committee held four meetings during fiscal year 2023.
Finance Committee
The Finance Committee is charged with assisting the Board in overseeing the Corporation’s strategy and financing. The Finance Committee reviews and makes recommendations to the Board regarding the Corporation’s long-term growth strategy, public and private financing, any equity repurchase programs, dividend payments and other distributions of equity. The Finance Committee also reviews significant rating agency communications, the Corporation's credit ratings and business opportunities. Mses. Klein and Wallace and Messrs. Landis and More are the current Finance Committee members, and Mr. More serves as the Chair of the Finance Committee. The Finance Committee held three meetings during fiscal year 2023.
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Sustainability Committee
The Sustainability Committee is charged with providing guidance to the Board regarding plans, programs, and activities related to the health and safety of employees, customers, business partners, and the public related to the Corporation’s operating subsidiaries. The Sustainability Committee also provides guidance to the Board on plans, programs, and activities related to environmental stewardship and sustainability, water supply and conservation, water quality, climate change, operational efficiency and the Corporation’s established water supply policies and any water supply projects. Mses. Hanley, Klein, Kruger and Wallace and Mr. Guardino are the current Sustainability Committee members, and Ms. Wallace serves as the Chair of the Sustainability Committee. The Sustainability Committee held four meetings during fiscal year 2023.
Evaluation of Board and Committee Performance
Annually, the Board and each of our committees conduct a self-evaluation pursuant to our Governance Policies and committee charters. In addition, the Nominating & Governance Committee is responsible for providing an annual report to the Board regarding of the Board’s performance based on such evaluations, including a review of the Board’s overall effectiveness and any additional areas in which the Board or management believes the Board can make an impact on the Corporation.
Communications with the Board
Communications to the Board may be submitted by email to boardofdirectors@sjwater.com or by writing to SJW Group, Attention: Corporate Secretary, 110 W. Taylor Street, San Jose, California 95110. The Corporate Secretary reviews all such communications and forwards relevant questions or comments to named directors or committees or the Lead Independent Director, as appropriate. General comments or inquiries from stockholders are also forwarded to the appropriate individual within the Corporation, including the President, as appropriate.
Interested parties may make their concerns known to non-employee directors or independent directors on a confidential and anonymous basis either online at sjwgroup.ethicspoint.com or by calling the Corporation's toll-free hotline, 1-833-506-6151.
Code of Conduct
The Corporation has adopted a Code of Conduct (as amended, the "Code of Conduct") that applies to the directors, officers and employees of the Corporation. A copy of the Code of Conduct may be found at the Corporation's website at www.sjwgroup.com. In the event that we make any amendments to or grant any waivers of a provision of the Code of Conduct that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore, on our website at www.sjwgroup.com.
Board Meetings
During fiscal year 2023, the Board held seven regular meetings. Each director attended or participated in 75% or more of the aggregate of: (i) the total number of regular and special meetings of the Board; and (ii) the total number of meetings held by all committees of the Board on which such director served during the 2023 fiscal year. As Lead Independent Director, Mr. Landis presided at all Board meeting executive sessions of non-employee directors or independent directors in 2023.
Pursuant to the Corporation's Governance Policies, each member of the Board is strongly encouraged to attend the Annual Meetings of stockholders. All members of the Board who were nominated for election at the 2023 annual meeting attended such meeting.
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Compensation of Directors
The following table sets forth certain information regarding the compensation of each non-employee director of the Corporation for the 2023 fiscal year:
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||||||||||||||||
Walter J. Bishop (3) | 38,833 | — | 38,833 | |||||||||||||||||||||||
| Carl Guardino | 93,000 | 93,225 | 186,225 | |||||||||||||||||||||||
| Mary Ann Hanley | 106,500 | 93,225 | 199,725 | |||||||||||||||||||||||
| Heather Hunt | 112,000 | 93,225 | 205,225 | |||||||||||||||||||||||
| Rebecca A. Klein | 105,000 | 93,225 | 198,225 | |||||||||||||||||||||||
Denise L. Kruger (4) | 31,000 | 61,913 | 92,913 | |||||||||||||||||||||||
| Gregory P. Landis | 145,500 | 93,225 | 238,725 | |||||||||||||||||||||||
| Daniel B. More | 137,500 | 93,225 | 230,725 | |||||||||||||||||||||||
| Carol P. Wallace | 114,667 | 93,225 | 207,892 | |||||||||||||||||||||||
(1)Consists of the annual retainer and meeting fees for service as a member of the Board for the 2023 fiscal year, including amounts deferred under the Corporation’s Deferral Election Program for Non-Employee Board Members. For further information concerning such fees, see the section below titled "Director Annual Retainer and Meeting Fees."
(2)Represents the grant-date fair value of a restricted stock unit award covering shares of the Corporation's common stock made to the non-employee director under the Formulaic Equity Award Program for Non-Employee Board Members described in the section below titled “Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members.” The applicable grant-date fair value of each award was calculated in accordance with FASB ASC Topic 718 and accordingly determined on the basis of the closing selling price per share of SJW Group’s common stock on the award date as appropriately discounted to reflect the lack of dividend equivalent rights. The reported grant-date value does not take into account any estimated forfeitures related to service-vesting conditions.
(3)Mr. Bishop's term as a director ended on April 26, 2023.
(4)Ms. Kruger was appointed a director of the Corporation on September 1, 2023.
Director Annual Retainer and Meeting Fees
The following table sets forth the 2023 annual retainer fees for the non-employee directors of the Corporation.
2023 Annual Retainer ($) | |||||||||||
| Chair | 100,000 | ||||||||||
| Other Board Members | 75,000 | ||||||||||
| Additional Fee for Lead Independent Director | 25,000 | ||||||||||
| Audit Committee Chair | 15,000 | ||||||||||
| Executive Compensation Committee Chair | 12,500 | ||||||||||
| All other Committee Chairs | 10,000 | ||||||||||
The 2023 meeting fees for non-employee Board and Committee members of the Corporation were $1,500 per meeting. The meeting fees are the same for attending Board and Committee meetings held telephonically. In the event a non-employee director attends a scheduled in-person Board or Committee meeting by telephone, they will be entitled to receive the applicable per meeting fee for the first meeting attended by telephone in a calendar year, and half of such meeting fee for each subsequent scheduled in-person meeting attended by telephone in the same calendar year.
Non-employee directors may also receive fees, determined on a case-by-case basis by the Corporation's Executive Compensation Committee and ratified by the Board, for attending additional meetings other than Board or Committee meetings, such as Board retreats, strategic planning meetings, or other programs organized by the Corporation or its subsidiaries. During fiscal year 2023, each non-employee director was paid $3,000 for attending two strategic planning meetings.
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Deferral Election Program for Non-Employee Board Members
Pursuant to the Deferral Election Program for Non-Employee Board Members (the “Deferral Election Program”), each non-employee director of the Board has the opportunity to defer: (i) either 50% or 100% of their annual retainer fees for serving on the Corporation's Board; and (ii) 100% of their fees for attending pre-scheduled meetings of such boards or any committees of such boards on which they serve. The deferral election is irrevocable and must be made prior to the start of the year for which the fees are to be earned.
The fees which a non-employee director elects to defer under such program for the fiscal year are credited to a deferral election account pursuant to one of the following alternatives selected by the Compensation Committee: (i) in a lump sum on the first business day of that calendar year or as soon as administratively practicable thereafter; or (ii) periodically when the fees would otherwise become due and payable during such calendar year in the absence of their deferral election for that calendar year in which case the amounts credited shall be fully vested on crediting. In the event of such lump sum credit, the non-employee directors will vest in the portion of their account attributable to each board or board committee on which they serve during a calendar year in a series of 12 equal monthly installments upon their completion of each calendar month of service on that board or board committee during such calendar year. For the deferral election accounts established for the 2023 calendar year, the periodic credit alternative was utilized.
The deferral election account will be credited with a fixed rate of interest, compounded semi-annually, set at the start of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company, a wholly-owned subsidiary of the Corporation ("SJWC"), (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120% of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding.
Distribution of the vested balance credited to each director's deferral election account will be made or commence on the 30th day following their cessation of Board service either in a lump sum or through a series of up to 10 annual installments in accordance with the director's payment election.
Mr. More elected to defer all of his 2023 annual retainer fees and pre-scheduled 2023 meeting fees; and Ms. Hanley elected to defer 50 percent of her 2023 annual retainer fees.
Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members
The Corporation has implemented a Formulaic Equity Award Program for Non-Employee Board Members ("Formulaic Program") under the Amended and Restated Long-Term Incentive Plan which provides that at the close of business on the date of each annual stockholder meeting, each individual who is elected or re-elected to serve as a non-employee director of the Board will automatically be granted restricted stock units covering that number of shares of common stock (rounded up to the next whole share) determined by dividing the applicable annual amount by the fair market value per share on such date. Non-employee directors who commence service following the date of an annual stockholder meeting and before the date that is two months prior to the next annual stockholder meeting, will automatically be granted restricted stock units based on the annual amount for the year of commencement of Board service, pro-rated for the period of service to the next annual meeting (the “Interim Award”). The applicable annual amount was $95,000 for 2023.
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Each restricted unit awarded entitles the non-employee director to one share of the Corporation's common stock on the applicable vesting date of that unit. Each restricted stock unit award will vest in full upon the non-employee director's continuation of Board service through the day immediately preceding the date of the first annual stockholder meeting following the annual stockholder meeting at which that restricted stock unit award was made (or the one-year anniversary of the grant date of the Interim Award), subject to accelerated vesting following a change in control or cessation of Board service by reason of death or permanent disability prior to such vesting date. Each non-employee director must retain beneficial ownership of at least 50% of the shares of common stock issued in connection with the vesting of such restricted stock unit award until such time as such individual is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee directors.
Pursuant to the Formulaic Program, on April 26, 2023, each non-employee director elected at the 2023 annual stockholder meeting received an award of restricted stock units covering 1,232 shares of common stock. On September 1, 2023, Ms. Kruger received an award of restricted stock units covering 968 shares of common stock in connection with her appointment to the Corporation's Board.
Expense Reimbursement Policies
Under the Corporation's Director Compensation and Expense Reimbursement Policies, each non-employee director will be reimbursed for all reasonable expenses incurred in connection with their attendance at Board or committee meetings of the Corporation or its subsidiaries as well as their attendance at certain other meetings held by such companies. Expenses subject to reimbursement for fiscal year 2023 include the expense of traveling first class for any travel within the United States.
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PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||||||||||||||||||||
General
Pursuant to Section 14A(a)(1) of the Exchange Act, the Corporation's stockholders are entitled to vote at the Annual Meeting to approve the compensation of the Corporation's named executive officers, as disclosed in this Proxy Statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. However, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Corporation, the Corporation's Board, or the Executive Compensation Committee of the Board.
Although the vote is non-binding, the Corporation's Board and the Compensation Committee value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions affecting the Corporation's executive officers.
In deciding how to vote on this proposal, the Board encourages you to read the "Compensation Discussion and Analysis" section beginning on page 33 and "Summary Compensation Table" beginning on page 51. The Compensation Committee has made enhancements in recent years to better align our executive compensation programs with our strategic objectives, and to respond to changes in the marketplace and feedback received from stockholders and stockholder advisory groups as discussed in the Compensation Discussion and Analysis section of this Proxy Statement.
Vote Required
Approval of this Proposal 2 requires the affirmative vote of the holders of a majority of the Corporation’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote.
Resolution
The Corporation's stockholders are being asked to approve by advisory vote the following resolution relating to the compensation of the named executive officers in this Proxy Statement:
"Resolved that the Corporation's stockholders hereby approve the compensation paid to the Corporation's executive officers named in the Summary Compensation Table of this Proxy Statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this Proxy Statement."
The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of the Corporation's named executive officers, as described in this Proxy Statement in accordance with the SEC compensation disclosure rules.
Recommendation of the Board | ||||||||
þ | The Board unanimously recommends an advisory vote FOR the resolution to approve the compensation of the named executive officers as disclosed in this Proxy Statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR the approval of such resolution. | |||||||
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| PROPOSAL 3 AMENDMENT OF CERTIFICATE OF INCORPORATION TO PERMIT OFFICER EXCULPATION | ||||||||||||||||||||
Background
The Board has unanimously approved, and recommends that stockholders approve, an amendment to the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) to permit officer exculpation (the “Officer Exculpation Amendment”).
Effective August 1, 2022, the State of Delaware, which is the Corporation’s state of incorporation, adopted amendments to Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) that enable Delaware corporations to limit the liability of certain of their senior officers in limited circumstances. Prior to this, Section 102(b)(7) permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. In light of this update and after careful consideration, the Board is proposing to amend Article XI of the Certificate of Incorporation in order to permit exculpation of certain of the Corporation’s senior officers to the extent permitted by the DGCL. As a result of such Officer Exculpation Amendment, both directors and officers would be protected from monetary liability for fiduciary duty breaches to the extent permitted by the DGCL.
As amended, Section 102(b)(7) of the DGCL only permits, and thus, our proposed Officer Exculpation Amendment would only permit, exculpation of officers for direct claims (as opposed to claims brought by the Corporation itself or derivative claims made by stockholders on behalf of the Corporation). In addition, as provided in Section 102(b)(7) of the DGCL, exculpation is not permitted for either directors or officers in connection with (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (iii) any transaction in which the director or officer derived an improper personal benefit.
Reasons for the Proposed Amendment
The Board believes that adopting an officer exculpation provision that is aligned with Delaware law would enhance our officers’ ability to make value-enhancing decisions for the Corporation and its stockholders. Our senior officers are often called upon to quickly respond to time-sensitive challenges and opportunities which, in the current litigious environment, carry with them a risk of costly claims, actions, suits or proceedings, regardless of the merit of the claims. Limiting concern about personal financial risk would empower such officers to best exercise their business judgment in furtherance of stockholder interests while minimizing the potential distraction posed by frivolous lawsuits and related costs that are often incurred by the Corporation either directly, through indemnification, or indirectly through higher insurance premiums. The Board also believes that the proposed Officer Exculpation Amendment would not negatively impact stockholder rights in that it would continue to allow cases with merit to proceed with respect to breach of fiduciary duty claims that fall outside of the narrow scope of Section 102(b)(7) of the DGCL. Further, the Board anticipates that similar officer exculpation provisions are likely to continue to be adopted by the Corporation’s peers and others with whom the Corporation competes for executive talent. As a result, failing to adopt such a provision could adversely impact the Corporation’s ability to attract and retain highly qualified officer candidates.
Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated under Delaware law, and the benefits the Board believes would accrue to the Corporation and its stockholders in the form of an enhanced ability to attract and retain talented officers and reduced costs, the Board believes that amending the Corporation’s Certificate of Incorporation to permit officer exculpation as described herein is in the best interests of the Corporation and its stockholders.
Proposed Amendment
Accordingly, for the reasons set forth herein, the Board is asking our stockholders to approve the proposed Officer Exculpation Amendment to the Certificate of Incorporation, which, upon approval, would
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amend and restate the first paragraph of Article XI of the Certificate of Incorporation to read as follows (with additions to the Article indicated by underlining and deletions indicated by strikeouts):
To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a no director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The remaining paragraphs of Article XI of the Certificate of Incorporation will not be amended or changed in any way. A copy of the proposed amendment to Article XI of the Certificate of Incorporation to permit officer exculpation is included as part of the proposed certificate of amendment (the “Certificate of Amendment”) attached to this proxy statement as Appendix A.
Vote Required
Approval of this Proposal 3 requires the affirmative vote of the holders of a majority of the Corporation’s common stock outstanding and entitled to vote at the Annual Meeting. If stockholders approve this Proposal 3, the Officer Exculpation Amendment will become effective upon the filing of the related Certificate of Amendment with the Delaware Secretary of State, which we anticipate filing as soon as reasonably practicable after the Annual Meeting. If this proposal is not approved by our stockholders, Article XI of the current Certificate of Incorporation will not be amended and no exculpation will be provided for our officers.
Consequences of Vote
The Officer Exculpation Amendment is separate and operates independently from the Federal Forum Selection Amendment discussed in Proposal 4. Therefore, if stockholders approve this Proposal 3 but not the Federal Forum Selection Amendment discussed in Proposal 4, a copy of the Certificate of Amendment that includes only the Officer Exculpation Amendment will be filed with the Delaware Secretary of State. In addition, we may file a Restated Certificate of Incorporation to integrate the Officer Exculpation Amendment (if approved), the Federal Forum Selection Amendment (if approved) and other prior amendments made to the Certificate of Incorporation into a single document.
Recommendation of the Board | ||||||||
þ | The Board unanimously recommends that the stockholders vote FOR approval of the amendment to our Certificate of Incorporation to permit officer exculpation as described in this Proposal 3. | |||||||
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PROPOSAL 4 AMENDMENT OF CERTIFICATE OF INCORPORATION TO ADOPT A FEDERAL FORUM SELECTION PROVISION | ||||||||||||||||||||
Background
The Board has unanimously approved, and recommends that stockholders approve, an amendment to the Corporation’s Certificate of Incorporation to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act of 1933 (the “Federal Forum Selection Amendment”).
Since 2015, Section 115 of the DGCL has permitted Delaware corporations to adopt a provision in their certificates of incorporation or bylaws requiring any or all internal corporate claims to be brought solely and exclusively in any or all of the courts in the state of Delaware. Consistent with this statute, Article XIII of the Corporation’s current Certificate of Incorporation designates the state and federal courts located within the State of Delaware as the sole and exclusive forums for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, and (iv) any action asserting a claim governed by the internal affairs doctrine, unless the Corporation consents to an alternative forum. This type of provision, which is often referred to as a “state forum selection provision”, have become a standard feature in the governing documents of Delaware corporations.
In 2020, the Delaware Supreme Court upheld the validity for Delaware corporations to adopt federal forum selection provisions requiring that claims arising under the Securities Act of 1933, as amended (the “Securities Act”), be brought in federal court. Since this decision, federal forum selection provisions have become increasingly common for Delaware corporations.
Reasons for The Proposed Amendment
The Board believes that the Corporation and its stockholders will benefit from having actions arising under the Securities Act litigated in the U.S. federal district courts. The federal district courts have considerable experience and expertise in matters arising under the Securities Act and, therefore, can provide greater predictability regarding the outcome of these disputes as well as a more streamlined, efficient and organized process for resolve them. In addition, adoption of the Federal Forum Selection Amendment would help the Corporation avoid the need to litigate multiple actions involving the same matter in both state and federal courts, thereby reducing the risk of duplicative litigation expenses and the possibility of inconsistent outcomes, and would allow the Corporation to focus on litigating its underlying rights or remedies.
If the Federal Forum Selection Amendment becomes effective, it may have potential effects in addition to those discussed above, including limiting stockholders’ ability to bring such claims in a judicial forum that they consider advantageous or discouraging such claims more generally. To address these potential effects, the proposed Federal Forum Selection Amendment would not require that Securities Act claims be brought in any particular federal district court and would give the Corporation the flexibility to consent to an alternative forum. The Federal Forum Selection Amendment will also add a provision clarifying that neither the Federal Forum Selection Amendment nor the Corporation’s current state forum selection provision will affect suits brought to enforce any liability, obligation or duty created by the Exchange Act to the extent such application would be contrary to law.
Based on these considerations, including the benefits to the Corporation and stockholders that will result from discouraging plaintiff forum shopping and multi-forum litigation and providing a more streamlined and efficient process for the resolution of Securities Act disputes, the Board believes that amending the Certificate of Incorporation to require Securities Act claims to be brought in the U.S. federal district courts is in the best interests of the Corporation and its stockholders.
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Proposed Amendment
The Board is asking the stockholders to approve the proposed Federal Form Selection Amendment to the Certificate of Incorporation, which, upon approval, would amend and restate Article XIII of the Certificate of Incorporation to read as follows (with additions to the Article indicated by underlining and deletions indicated by strikeouts):
(a) Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
(b) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder (in each case, as amended from time to time), shall be the federal district courts of the United States; provided, however, that if the foregoing provisions of this clause (b) of Article XIII are, or the application of such provisions to any person or any circumstance is, deemed to be illegal, invalid or unenforceable, then the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time) shall be the Court of Chancery of the State of Delaware.
(c) Notwithstanding anything to the contrary in this Certificate of Incorporation, the foregoing provisions of this Article XIII shall not apply to any claim seeking to enforce any liability, obligation or duty created by the Exchange Act to the extent such application would be contrary to law.
The state forum selection provision set forth in clause (a) of Article XIII will not be amended or changed in any way. A copy of the proposed amendment to Article XIII of the Certificate of Incorporation to adopt a federal exclusive forum provision is included as part of the Certificate of Amendment attached to this proxy statement as Appendix A.
Vote Required
Approval of this Proposal 4 requires the affirmative vote of the holders of a majority of the Corporation’s common stock outstanding and entitled to vote at the Annual Meeting. If stockholders approve this Proposal 4, the Federal Forum Selection Amendment will become effective upon the filing of the related Certificate of Amendment with the Delaware Secretary of State, which we anticipate filing as soon as reasonably practicable after the Annual Meeting. If this proposal is not approved by our stockholders, Article XIII of the current Certificate of Incorporation will not be amended and no federal forum selection provision will be added; however, the Corporation’s existing state forum selection provision will remain in effect.
Consequences of Vote
The Federal Forum Selection Amendment is separate and operates independently from the Officer Exculpation Amendment discussed in Proposal 3. Therefore, if stockholders approve this Proposal 4, but not the Officer Exculpation Amendment discussed in Proposal 3, a copy of the Certificate of Amendment that includes only the Federal Forum Selection Amendment will be filed with the Delaware Secretary of State. In addition, we may file a Restated Certificate of Incorporation to integrate the Federal Forum Selection Amendment (if approved), the Officer Exculpation Amendment (if approved) and other prior amendments made to the Certificate of Incorporation into a single document.
| Recommendation of the Board | |||||
þ | The Board unanimously recommends that the stockholders vote FOR approval of the amendment to our Certificate of Incorporation to adopt a federal forum selection provision as described in this Proposal 4. | ||||
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| PROPOSAL 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||||||||||||||||||
General
The Audit Committee of the Corporation's Board has appointed Deloitte & Touche LLP ("Deloitte") as the Corporation's independent registered public accounting firm (the "independent accountants") for the fiscal year ending December 31, 2024. At the Annual Meeting, stockholders are being asked to ratify the appointment of Deloitte as the Corporation's independent registered public accounting firm for fiscal year 2024. In the event the stockholders fail to ratify the appointment of Deloitte, the Audit Committee will reconsider its selection.
Representatives of Deloitte are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Vote Required
Approval of this Proposal 5 requires the affirmative vote of the holders of a majority of the Corporation’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote.
Principal Independent Accountants' Fees and Services
The following table sets forth the approximate aggregate fees billed to the Corporation during or for fiscal years 2023 and 2022:
2023 | 2022 | ||||||||||
| Audit Fees (1) | $ | 2,090,000 | $ | 1,595,000 | |||||||
| Audit-Related Fees (2) | 100,000 | — | |||||||||
| Tax Fees (3) | — | — | |||||||||
| All Other Fees (4) | 203,790 | 150,000 | |||||||||
| Total Fees | $ | 2,393,790 | $ | 1,745,000 | |||||||
(1)Audit Fees: This category consists of the fees billed for those fiscal years for the audit of consolidated financial statements included in the annual report on Form 10-K, review of the condensed consolidated financial statements included in the quarterly reports on Form 10-Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)Audit-Related Fees: This category consists of fees billed in those fiscal years with respect to assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit and review of financial statements and are not reported under "Audit Fees."
(3)Tax Fees: This category consists of fees billed in those fiscal years with respect to professional services rendered by the independent registered public accounting firm for tax compliance, tax advice and tax planning. All tax fees, if any, would be approved by the Audit Committee.
(4)All Other Fees: This category consists of fees billed in those fiscal years which are not covered by "Audit Fees," "Audit-Related Fees" and "Tax Fees." Other fees for fiscal years 2022 and 2023 include fees billed for services provided by Deloitte related to the preparation and issuance of comfort letters in connection with registered public offerings of the Corporation.
The Audit Committee considered and concluded that the provision of services described above is compatible with maintaining the independence of Deloitte.
The Audit Committee adopted a pre-approval policy regarding the rendering of audit, audit-related and non-audit services by Deloitte. In general, audit fees are reviewed and approved by the Audit Committee annually. Audit-related and non-audit services are pre-approved by the Audit Committee. The Audit Committee delegated authority to its Chair to pre-approve specific services to be rendered by the independent accountants subject to ratification by the Audit Committee when it next convenes a meeting.
Recommendation of the Board | |||||
þ | The Board unanimously recommends a vote FOR the adoption of the proposal to ratify the appointment of Deloitte as SJW Group's independent registered public accounting firm for fiscal year 2024. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR this Proposal. | ||||
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OWNERSHIP OF SECURITIES
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 21, 2024, certain information concerning beneficial ownership of shares of the Corporation's common stock by each director and nominee for director of the Corporation, the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer and each of the Corporation's other executive officers named in the Summary Compensation Table below (the "named executive officers"), all directors, nominees and executive officers as a group, and any beneficial owner of five percent or more of outstanding shares of common stock of the Corporation.
Unless otherwise indicated, the beneficial ownership consists of sole voting and investment power with respect to the shares indicated, except to the extent that spouses share authority under applicable law. None of the shares reported as beneficially owned by the named executive officers, directors and nominees for director have been pledged as security for any loan or indebtedness.
Unless otherwise indicated, the principal address of each of the stockholders below is c/o SJW Group, 110 W. Taylor Street, San Jose, California 95110. The calculations in the table below are based on 32,170,463 shares of common stock issued and outstanding as of March 21, 2024. In addition, shares of common stock that may be acquired by the person shown in the table within 60 days of March 21, 2024, are deemed to be outstanding for the purpose of computing the percentage of ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person shown in the table.
| Name | Shares Beneficially Owned | Percent of Class | ||||||
Directors and Nominees for Directors: (1) | ||||||||
Carl Guardino | 1,952 | * | ||||||
Mary Ann Hanley (2) | 4,396 | * | ||||||
Heather Hunt | 4,051 | * | ||||||
Rebecca A. Klein | 2,021 | * | ||||||
Denise L. Kruger | — | * | ||||||
Gregory P. Landis | 7,563 | * | ||||||
Daniel B. More (3) | 9,847 | * | ||||||
Eric W. Thornburg, President, Chief Executive Officer and Chairman of the Board (4) | 46,633 | * | ||||||
Carol P. Wallace | 4,051 | * | ||||||
| Named Executive Officers not listed above: | * | |||||||
Andrew F. Walters, Chief Financial Officer and Treasurer (5) | 15,032 | * | ||||||
Willie Brown, Vice President and General Counsel (6) | 6,152 | * | ||||||
Bruce A. Hauk, Chief Operating Officer (7) | 1,890 | * | ||||||
Kristen A. Johnson, Senior Vice President and Chief Administrative Officer (8) | 22,030 | * | ||||||
All directors, nominees and executive officers as a group (14 individuals) (9) | 121,819 | * | ||||||
| Beneficial owners of five percent or more not listed above: | ||||||||
BlackRock, Inc. and Certain Subsidiaries (10) 55 East 52nd Street, New York, NY 10055 | 5,624,415 | 17.5 | % | |||||
Melinda C. Moss (11) 12275 El Camino Real, Suite 100, San Diego, CA 92130 | 2,552,000 | 7.9 | % | |||||
The Vanguard Group (12) 100 Vanguard Blvd., Malvern, PA 19355 | 2,465,745 | 7.7 | % | |||||
State Street Corporation (13) 1 Lincoln Street, Boston MA 02111 | 1,797,100 | 5.6 | % | |||||
* Represents less than one percent of the outstanding shares of SJW Group's common stock.
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(1)Except for Ms. Kruger and Mr. Thornburg, excludes 1,232 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the date of the Annual Meeting. For Ms. Kruger, excludes 968 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the one-year anniversary of the grant date of such award.
(2)Includes 4,396 shares of common stock held under an IRA account.
(3)Represents shares of common stock held by the Daniel B. More Revocable Trust, of which Mr. More is the sole trustee.
(4)Excludes 66,278 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(5)Includes (i) 14,932 shares of common stock and (ii) 100 shares of common stock held by Mr. Walters' spouse. Excludes 12,588 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(6)Excludes 9,902 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(7)Excludes 10,992 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements.
(8)Includes (i) 5,104 shares of common stock and (ii) 16,926 shares of common stock subject to deferred share units that are vested and deferred, at Ms. Johnson's election, until termination of employment. Excludes 9,719 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(9)Excludes an aggregate of 9,592 shares of common stock subject to restricted stock unit awards held by non-employee Board members which will vest in full upon continuation of board service through the Annual Meeting or the one-year anniversary of the grant date of the award. Includes all individuals that are "executive officers" of the Corporation as that term is defined in Rule 3b-7 of the Exchange Act.
(10)Pursuant to Schedule 13G filed with the SEC on January 19, 2024, BlackRock, Inc. has sole power to vote or to direct the vote of 5,523,865 shares of common stock and sole power to dispose or to direct the disposition of 5,624,415 shares of common stock.
(11)Pursuant to Schedule 13G filed with the SEC on January 29, 2024, Melinda C. Moss has sole power to vote or to direct the vote of 2,552,000 shares of common stock and sole power to dispose or to direct the disposition of 2,552,000 shares of common stock.
(12)Pursuant to Schedule 13G filed with the SEC on February 13, 2024, The Vanguard Group has sole power to vote or to direct the vote of zero shares of common stock, sole power to dispose or to direct the disposition of 2,397,642 shares of common stock, has shared power to vote or to direct the vote of 35,970 shares of common stock, and shared power to dispose or to direct the disposition of 68,103 shares of common stock.
(13)Pursuant to Schedule 13G filed with the SEC on January 25, 2024, State Street has sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of zero shares of common stock, and has shared power to vote or to direct the vote of 1,580,690 shares of common stock, and shared power to dispose or to direct the disposition of 1,794,700 shares of common stock.
For further information concerning such restricted stock units and deferred stock awards, please see the sections titled "Compensation of Directors," "Summary Compensation Table," and "Grants of Plan-Based Awards" in this Proxy Statement.
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EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive officer compensation policies and discusses the decisions relating to the compensation of our named executive officers for the 2023 fiscal year. The Executive Compensation Committee of the Board is responsible for reviewing and approving the compensation payable to our executive officers. For more information about our executive officers, please see the section entitled “Executive Officers of the Registrant” in Part I, Item 1 of our Annual Report on Form 10–K for the fiscal year ended December 31, 2023 filed with the SEC on February 23, 2024.
Our named executive officers for 2023 are:
| Eric W. Thornburg | Andrew F. Walters | Bruce A. Hauk | ||||||||||||
President, Chief Executive Officer, and Chairman | Chief Financial Officer | Chief Operating Officer | ||||||||||||
Willie Brown | Kristen A. Johnson | ||||||||||
Vice President and General Counsel | Senior Vice President and Chief Administrative Officer | ||||||||||
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| This Compensation Discussion and Analysis is organized into four key sections: | |||||
| Page | |||||
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EXECUTIVE SUMMARY
Executive Compensation Highlights
Our named executive officers' compensation program consists primarily of base salary, a short-term cash incentive award, long-term equity incentive awards in the form of performance-based restricted stock units ("PSUs") and service-based restricted stock units ("Service RSUs"), and participation in our retirement plans. The only fixed component of pay is base salary.
Our executive officers' cash and equity incentive awards are driven by metrics that align with the Corporation’s business, short-term strategic operating goals and long-term growth strategy. For the 2023 fiscal year, the cash incentive compensation for our executive officers was based on four categories of performance goals: diluted earnings per share, capital additions, key operational goals, and key strategic goals. For 2023, we increased the weighting of the strategic goals, which continue to be consisted of water supply and forest health plans, resulting in an equal weighting for each category.
For the PSU awards, we retained a combination of return on equity ("ROE") goals, to maintain our focus on absolute levels of long-term financial returns, and relative total shareholder return ("rTSR") goals, to ensure alignment with the long-term interests of our stockholders.
Our executive officers' 2023 performance demonstrates our commitment to delivering value to our stockholders and customers, with strong performance on financial, operational, and strategic goals. For 2023, our performance resulted in 117.5% achievement of target for the short-term cash incentive compensation awards, 72.88% achievement of target and payout for the ROE PSUs for the 2021-2023 performance period, and 125% achievement of target and payout for the rTSR PSUs for the 2021-2023 performance period.
As indicated in the charts below, consistent with our peers, a significant portion of our named executive officers' compensation is "at risk." The 2023 short-term cash incentive compensation and long-term equity incentive compensation for Mr. Thornburg constituted 74 percent of his annual total target direct compensation, and the short-term cash incentive compensation and long-term equity incentive compensation for our other named executive officers as a group, constituted 51 percent of their annual total target direct compensation. The allocations of total direct compensation to performance-based and long-term incentive compensation for our CEO and other named executive officers are generally consistent with the average for our peer group, as presented in the following charts.
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| TARGET PAY MIX | ||
The Compensation Committee, with the input and assistance of the Corporation's human resources department, reviewed the various compensation programs maintained by the Corporation and its subsidiaries to determine whether any of those programs, including those maintained for the named executive officers, encouraged excess risk taking that would create a material risk to the Corporation's economic viability. Based on that review and the fact that the Corporation operates in a heavily regulated environment, the Compensation Committee concluded it was not reasonably likely that any of the Corporation's compensation programs, including the named executive officer compensation programs, would have a material adverse effect upon the Corporation. For further information concerning the overall compensation risk assessment process, please see the section titled "Executive Compensation and Related Information - Risk Assessment of Compensation Policies and Practices," which appears later in this Proxy Statement.
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Executive Compensation Practices and Governance Highlights
Our executive compensation practices highlight our commitment to good governance:
| WHAT WE DO | |||||||||||
| a | Align our executive pay with performance | a | Maintain a clawback policy, effective as of December 1, 2023, including for our PSUs | ||||||||
a | Provide a balance of annual and long-term incentives that include multiple measures tied to our financial, operational, and strategic goals, including sustainability and stock price performance | a | Prohibit hedging and pledging of the Corporation's common stock | ||||||||
a | Provide change in control payments under the Executive Severance Plan only on a double trigger | a | Maintain a meaningful equity ownership policy for the executive officers | ||||||||
a | Include caps on individual payouts in short-term and long-term incentive plans | a | Compensation Committee retains independent compensation consultants | ||||||||
a | Hold an annual "say-on-pay" advisory vote | a | Compensation Committee regularly meets in executive session without management present | ||||||||
a | Annually assess risks in our compensation programs | a | Regularly evaluate our peer group and pay positioning | ||||||||
| WHAT WE DON'T DO | |||||||||||
| r | Pay dividends on unvested equity awards | r | Provide excessive perquisites, nor tax gross-ups on perquisites | ||||||||
r | Provide excise tax gross-ups to the CEO, nor to executive officers appointed after October 2022 | r | Allow short sales of, or purchases of equity derivatives relating to, our common stock by officers or directors | ||||||||
COMPENSATION OBJECTIVES AND PHILOSOPHY
Our executive compensation programs are designed to attain the following objectives:
•Recruit, motivate and retain executives capable of meeting the Corporation's strategic objectives;
•Provide incentives to achieve superior executive performance and successful operational and financial results for the Corporation; and
•Align the interests of executives with the long-term interests of stockholders.
The Compensation Committee seeks to achieve these objectives by:
•Establishing a compensation structure that is both market competitive and internally fair;
•Linking a substantial portion of compensation to the Corporation's operational and financial performance and the individual's contribution to that performance;
•Maintaining a compensation structure that is designed to provide below-target compensation for underachievement and upward leverage for exceptional performance; and
•Providing long-term equity-based incentives and requiring direct stock ownership by executive officers.
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Impact of 2023 "Say-on-Pay" Vote
We held our last "say-on-pay" vote in 2023, and over 94 percent of the votes cast on the proposal were in favor of the compensation of the named executive officers.
The Compensation Committee will continue to take into account future stockholder advisory votes on executive compensation and other relevant market developments affecting executive officer compensation in order to determine whether any subsequent changes to our programs and policies are warranted to reflect stockholder concerns or to address market developments.
DISCUSSION AND ANALYSIS
This section provides detailed information about our named executive officers' 2023 compensation and the Compensation Committee's decision-making process.
Components of Compensation
For the 2023 fiscal year, the principal components of our executive compensation program are shown below:
Base salary | Annual short-term cash incentives | Long-term equity incentive awards | Retirement benefit accruals | |||||||||||||||||
It is the Compensation Committee's objective to set a competitive annual base salary for each executive officer. The Compensation Committee believes that such competitive base salaries are necessary to attract and retain top quality executives. | The annual cash incentive awards are designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic and operational goals. | Long-term incentive awards are made to executive officers in the form of Service RSUs and leveraged PSUs covering shares of the Corporation's common stock. | Executive officers are eligible to participate in tax-qualified pension plans and supplemental retirement plans or individual agreements. | |||||||||||||||||
There is no policy for the allocation of compensation between cash and non-cash (equity) components or between short-term and long-term components, and there are no pre-established ratios between the CEO's compensation and that of the other named executive officers. The named executive officers are also provided with market competitive benefits and perquisites and are entitled to severance benefits in the event their employment terminates under defined circumstances, as discussed in the section entitled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.
Base Salary
Mr. Thornburg's base salary for the 2023 fiscal year was set at $874,000 by the Compensation Committee, an increase from $827,500 for 2022. In setting the 2023 fiscal year base salaries for the other named executive officers, the Compensation Committee considered each executive officer's tenure and responsibilities with the Corporation, competitive market data for the officer's position, the cost of living, internal pay equity, and the other components of the officer's total direct compensation for the year. The Compensation Committee approved salary increases of three percent to five percent for Messrs. Brown and Hauk, and 21 percent and 13 percent for Ms. Johnson and Mr. Walters, respectively, to reflect their increased responsibilities. See the section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decision regarding pay positioning.
The following table sets forth the annual base salary levels in effect for the 2022 and 2023 fiscal years for all of the named executive officers.
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| Name | 2022 Salary ($) | 2023 Salary ($) | ||||||||||||
| Eric W. Thornburg | 827,500 | 874,000 | ||||||||||||
Andrew F. Walters | 440,000 | 495,000 | ||||||||||||
Willie Brown (1) | 386,250 | 406,000 | ||||||||||||
| Bruce A. Hauk (2) | 470,000 | 500,000 | ||||||||||||
Kristen A. Johnson | 403,630 | 490,000 | ||||||||||||
(1)Mr. Brown was not a named executive officer for the 2022 fiscal year.
(2)Mr. Hauk's 2022 salary is based on his period of service during 2022. Mr. Hauk's 2023 base salary was initially set at $490,000 in October 2022, and was increased to $500,000 by the Compensation Committee on December 23, 2022 in connection with Mr. Hauk's appointment as Chief Operating Officer, effective as of January 1, 2023.
Annual Cash Incentive Compensation
Under our short-term incentive program, our named executive officers are eligible to receive cash incentive payments based on their respective target incentive amounts and the Corporation's achievement of specified performance criteria and, with respect to our named executive officers other than the CEO, individual performance.
Target Incentive Amounts
Each year, the Compensation Committee establishes target annual cash incentive compensation for each named executive officer tied to a percentage of base salary. See section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decisions regarding pay positioning.
The following table sets forth the target annual cash incentive compensation percentages in effect for the 2022 and 2023 fiscal years for our named executive officers, based on their base salaries for the respective year.
| Annual Incentive Cash Compensation | ||||||||||||||||||||
| Name | 2022 Target (%) | 2023 Target (%) | Change (%) | |||||||||||||||||
| Eric W. Thornburg | 80 | 90 | 10 | |||||||||||||||||
Andrew F. Walters | 50 | 50 | — | |||||||||||||||||
Willie Brown | 35 | 35 | — | |||||||||||||||||
Bruce A. Hauk | 35 | 45 | 10 | |||||||||||||||||
Kristen A. Johnson | 35 | 35 | — | |||||||||||||||||
Performance Goals
The performance goals set by the Compensation Committee for the annual cash incentive compensation program in fiscal year 2023 consist of two separate financial goals, operational goals, and strategic goals, with the portion of target annual cash incentive compensation allocated to each goal set forth in the table below. The actual annual cash incentive compensation attributable to each performance goal could have ranged, based on exceptional individual performance, from (i) 0 percent to 150 percent of the portion of the target amount allocated to that goal for the CEO, and (ii) from 0 percent to 200 percent of the portion of the target amount allocated to that goal target for the other named executive officers. If the actual level of attainment of any performance goal was between two of the designated levels, then the annual cash incentive compensation potential with respect to that goal would be interpolated on a straight-line basis.
For fiscal year 2023, the financial goals were diluted earnings per share and capital additions. The Compensation Committee kept diluted earnings per share as a short-term incentive performance metric to
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provide for an appropriate focus on cost management and corporate earnings within the context of a balance of financial, operational and strategic goals and to align management and stockholder interests. Capital additions continued to be included as a second financial goal to support long-term stewardship of our water distribution systems and the efficient and effective deployment of capital expenditures for the health and resilience of these systems. Continuance of the capital additions metric was also intended to realize the return on investment of such expenditures and to promote our earnings growth strategy.
The Committee established three operational performance metrics for fiscal year 2023 for each of San Jose Water Company ("SJWC"), The Texas Water Company ("TWC"), The Connecticut Water Company ("CWC"), and The Maine Water Company ("MWC"), all wholly-owned subsidiaries of the Corporation (collectively, the "Water Utility Subsidiaries") in the following categories for the reasons discussed below:
•Customer Satisfaction: High quality water service as measured by customer satisfaction is a critical indicator of our overall effectiveness and is a focus of our state utility commissions.
•Employee Engagement and Satisfaction: It is our view that engaged and satisfied employees deliver high quality service to our customers, serve as ambassadors for our companies, and reflect the effectiveness of management.
•Environmental Leadership - Water Quality: The quality of our life-sustaining product is paramount to the health and well-being of our communities. As a pure-play water utility, this metric is central to our mission and of utmost importance to our customers, regulators, and all of our other stakeholders.
Our 2023 strategic goals pertain to water supply and forest health plans for our California operations. This reflects our strategic focus on water supply resilience and environmental stewardship of our watershed lands, both critical elements of risk management and sustainability.
2023 Annual Incentive Cash Compensation Performance Goals | ||||||||||||||||||||
Performance Criteria | Allocation | Threshold | Target | Maximum | Actual | |||||||||||||||
Financial Goals | 50% | |||||||||||||||||||
SJW Group Diluted Earnings Per Share | 25% | $2.51 | $2.61 | $2.71 | $2.76 | |||||||||||||||
SJW Group 2023 Capital Additions | 25% | $238,000,000 | $248,000,000 | $258,000,000 | $279,720,000 | |||||||||||||||
Operational Goals | 25% | |||||||||||||||||||
Customer Satisfaction Survey | 5% | 82% | 85% | 88% | 81% | |||||||||||||||
Employee Satisfaction Survey | 10% | 78% | 82% | 86% | 82% | |||||||||||||||
Environmental Leadership: Water Quality | 10% | No more than three citations for failure to meet Federal Primary Drinking Water Standards | No citations for failure to meet Federal Primary Drinking Water Standards | No citations for failure to meet Federal Primary Drinking Water Standards and no more than two monitoring and reporting violations across the operating territories | Threshold | |||||||||||||||
Strategic Goals (1) | 25% | |||||||||||||||||||
(1) See the table below regarding the Strategic Goals.
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Strategic Goals (25%) | |||||||||||||||||
Goal | Weighting | Factors | Actual | ||||||||||||||
California Strategic Water Supply | 15% | Development of Brackish Water Desalination Feasibility Study, including threshold work products and: •Facilities siting. •Cost estimate. •Final permit plan, schedule. •Criteria and economic analysis of alternatives. •Evaluate stakeholder impacts. •Recommend feasible project solution. •Present the study to the Sustainability Committee. Development of three-year non-potable recycled water capital improvement project plan for submittal in SJWC's next general rate application. | Maximum | ||||||||||||||
Forest Health Plan | 10% | Installation of fuel reduction treatments on 100 to 300 acres of priority SJWC land as identified in the Forest Health Grant awarded by California Department of Forestry and Fire Protection. | Minimum | ||||||||||||||
2023 Fiscal Year Payout
In February 2024, the Compensation Committee determined that the cash incentive compensation for the 2023 fiscal year should be paid to the named executive officers in the amount of 117.5 percent of target. This determination was made on the basis of the Corporation's performance in relation to the performance criteria.
The table below sets forth the fiscal year 2023 cash incentive target compensation, and actual cash incentive compensation payout amounts paid at 117.5 percent of the target for each of the named executive officers on the basis of the performance criteria listed above.
2023 Incentive Cash Compensation | |||||||||||||||||
| Name | Target ($) | Actual ($) | |||||||||||||||
| Eric W. Thornburg | 786,600 | 924,261 | |||||||||||||||
Andrew F. Walters | 247,500 | 290,813 | |||||||||||||||
Willie Brown | 142,100 | 166,968 | |||||||||||||||
Bruce A. Hauk | 225,000 | 264,375 | |||||||||||||||
| Kristen A. Johnson | 171,500 | 201,513 | |||||||||||||||
Equity Compensation
A significant portion of each named executive officer's compensation is provided in the form of long-term incentive equity awards under the Corporation's Long-Term Incentive Plan. Service RSUs granted have a three-year vesting schedule to provide a meaningful incentive for the executive officer to remain in the Corporation's service. Leveraged PSUs also have increasing payout rates based on the level of attainment of specified performance goals over a three-year performance period to encourage performance. None of the PSU or Service RSU awards granted in 2023 to the named executive officers include dividend equivalent rights.
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2023 Fiscal Year Grants: The target percentage 2023 long-term incentive amount for the CEO and the other named executive officers was held consistent with the target percentage 2022 long-term incentive in order to maintain alignment with the market as related to our peers. See section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decision regarding pay positioning.
The high allocation to PSUs, and the weighting among performance-based awards for all of the executive officers, support appropriate stockholder alignment and focus on stockholder value creation, as deemed appropriate by the Compensation Committee for the CEO and the other named executive officers.
Effective January 3, 2023, the first business day of the year, each named executive officer was granted Service RSU awards that vest in three equal installments upon completion of each year of service over the three-year period measured from the grant date. The value of the awards is included in the table below.
On January 24, 2023, the Compensation Committee granted each named executive officer the following PSU awards. The value of the awards is included in the table below.
•rTSR Award: The rTSR award vests based on rTSR over the performance period measured from January 1, 2023 to December 31, 2025 and the officer's continued service through December 31, 2025. The number of shares issuable under such rTSR PSU award will range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goals.
The Compensation Committee determined that the Corporation's rTSR performance award would continue to be based on two equally weighted measurements against: (i) a group of water utility peer companies and (ii) a group consisting of S&P small-cap and mid-cap utility index companies (collectively, the "rTSR Peers"). Both groups of rTSR Peers are identical to those used for the rTSR awards granted in 2022. The second component was added in 2022 to address the volatility risk of comparing relative performance only against the small number of companies in the water utility peer group.
•ROE Award: The ROE award vests based on the level of attainment of the Corporation’s average ROE over the performance period measured from January 1, 2023 through December 31, 2025 and the officer’s continued service through December 31, 2025. The attainment of the ROE goal for any fiscal year in the performance period is based on adjusted net income, as measured in accordance with U.S. generally accepted accounting principles, adjusted to exclude certain compensation-related items and non-recurring items such as merger-related costs. The corresponding number of shares issuable to an individual under each such ROE PSU award is 50 percent, 100 percent, and 150 percent of the target number of shares specified for such individual at threshold, target and maximum levels of performance, respectively, and no shares will be issuable if the threshold level of performance is not attained.
The table below indicates the value of the Service RSU and PSU awards granted to each named executive officer in 2023.
Name | Service RSU Award ($) | rTSR PSU Award ($) | ROE PSU Award ($) | |||||||||||||||||
| Eric W. Thornburg | 533,295 | 643,340 | 533,295 | |||||||||||||||||
| Andrew F. Walters | 142,800 | 96,900 | 107,100 | |||||||||||||||||
Willie Brown | 105,840 | 71,820 | 79,380 | |||||||||||||||||
| Bruce A. Hauk | 126,000 | 85,500 | 94,500 | |||||||||||||||||
| Kristen A. Johnson | 105,840 | 71,820 | 79,380 | |||||||||||||||||
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The Compensation Committee believes the rTSR and ROE goals for the PSU awards are challenging and difficult to achieve, but attainable with significant skill and effort on the part of the executive team. The Corporation discloses specific threshold, target, and maximum goals, and actual achievement, at the end of each performance period as the Compensation Committee has determined that disclosing all such levels at the beginning of the performance period could cause competitive harm to the Corporation.
2021 ROE Awards Earned: In January 2021, the Compensation Committee granted each of Mr. Thornburg, Ms. Johnson, and Mr. Walters PSU awards covering 6,333, 1,174, and 1,174 target shares, respectively, under ROE awards granted in 2021. At the time of both the 2021 ROE and rTSR awards, Mr. Brown was not an executive officer of the Corporation, and his ROE award of 639 target shares was granted in May 2021 upon his appointment as an executive officer of the Corporation.
In February 2024, the Compensation Committee determined that Mr. Thornburg, Mr. Brown, Ms. Johnson, and Mr. Walters vested in 4,616, 466, 856, and 856 shares of common stock, respectively, under the 2021 ROE Awards. In accordance with the terms of the awards, in determining the number of shares that vested, the Compensation Committee approved the awards based on an average ROE of 6.60 percent.
AWARD | THRESHOLD | TARGET | MAXIMUM | ACHIEVEMENT | % OF TARGET SHARES AWARDED | ||||||||||||
2021 3-Year ROE Award | 6.11% | 7.18% | 8.26% | 6.60% | 72.89% | ||||||||||||
2021 rTSR Award Earned: In January 2021, the Compensation Committee granted each of Mr. Thornburg, Ms. Johnson, and Mr. Walters, PSU awards covering 7,029, 977, and 977 target shares, respectively which were to vest based on the Corporation's rTSR compared to a list of water company peer companies over a period from January 1, 2021 to December 31, 2023 and continued service through December 31, 2023. The number of shares issuable under such awards were to range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goal. In May 2021, Mr. Brown's TSR award of 653 target shares was granted.
In February 2024, the Compensation Committee determined that Mr. Thornburg, Mr. Brown, Ms. Johnson, and Mr. Walters vested in 8,787, 817, 1,222, and 1,222 shares of common stock, respectively. In accordance with the terms of the awards, in determining the number of shares that vested, the Compensation Committee approved the awards based on an average TSR of 5.05 percent.
| AWARD | STOCK PRICE AS OF 1/4/2021(1) | STOCK PRICE AS OF 12/29/2023(2) | RANKING OUT OF EIGHT PEERS | TOTAL SHAREHOLDER RETURN | % OF TARGET SHARES AWARDED | ||||||||||||
2021 3-Year TSR Award | $68.05 | $67.06 | 4 | 5.05% | 125% | ||||||||||||
(1) First Trading day of 2021. Stock price is adjusted assuming dividends accrued during the performance period.
(2) Last Trading Day of 2023. Stock price is adjusted assuming dividends accrued during the performance period.
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Retirement Benefits and Deferred Compensation
Executive officers employed by SJWC are eligible to receive retirement benefits under SJWC Retirement Plan, a tax-qualified defined benefit plan covering a broad spectrum of the company's employees. Executive officers, including Messrs. Thornburg, Brown, and Hauk, who were hired by SJWC on or after March 31, 2008, are eligible to receive additional retirement benefits under the SJWC Cash Balance Executive Supplemental Retirement Plan ("SJWC Cash Balance SERP"). A description of the plans and the benefits payable to each named executive officer upon retirement is set forth in the Pension Benefits table and the accompanying narrative that appears later in this Proxy Statement.
Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg is eligible to receive additional supplemental retirement benefits under the terms of a Supplemental Executive Retirement Agreement with CWC (the “CWC SERP Agreement”) for benefits accrued during his prior service with CTWS from March 1, 2006 through October 15, 2017, and under a CWC deferred compensation agreement providing supplemental retirement benefits (the “Deferred Compensation Plan II”) accrued during his service with CTWS from January 1, 2012 through October 15, 2017.
Mr. Walters is eligible for discretionary non-elective benefits under the 2017 Connecticut Water Company Deferred Compensation Plan ("CWC Deferred Compensation Plan"), a non-qualified plan. Mr. Walters' CWC Deferred Compensation Plan account is credited semi-annually with an amount equal to twelve percent of his salary and any bonus paid in the period prior to the semi-annual crediting date, contingent on Mr. Walters' continued employment through the semi-annual crediting date. Mr. Walters is fully vested in his CWC Deferred Compensation Plan account.
Ms. Johnson is eligible to accrue retirement benefits under (i) the CWC Employees Retirement Plan (the "CWC Retirement Plan"), a tax-qualified defined benefit plan covering a broad spectrum of CWC's employees, and (ii) the Supplemental Executive Retirement Agreements entered into between the executives and CWC ("CWC SERP Agreements"), a non-qualified retirement benefit.
For further information concerning the plans discussed above, see the sections titled "Pension Benefits," CWC Deferred Compensation Agreement," and "Non-Qualified Deferred Compensation" that appear later in this Proxy Statement.
Broad-Based Employee Benefit Plans: Executive officers employed by SJWC are eligible to participate in SJWC's Salary Deferral Plan, a tax-qualified 401(k) defined contribution plan. Messrs. Thornburg, Brown, and Hauk are eligible to participate in the SJWC Salary Deferral Plan. SJWC matches each participant's contributions, providing an annual maximum matching contribution of four percent of eligible compensation, subject to certain statutory limits. Such plan is open to all SJWC employees under the same terms and conditions. Mr. Walters has an account under the SJWC Salary Deferral Plan from his period of employment with SJWC, but is not eligible to make or receive additional contributions under such plan.
As employees of CWC, Ms. Johnson and Mr. Walters are eligible to participate in the Savings Plan of The Connecticut Water Company, a tax-qualified 401(k) defined contribution plan. Effective with January 1, 2023, CWC matches each participant's contributions, providing an annual maximum matching contribution of four percent of eligible compensation, subject to certain statutory limits. An additional non-elective contribution equal to three percent of a participant's eligible compensation is made with respect to employees hired on or after January 1, 2009, who are not eligible to participate in the CWC Employees Retirement Plan. The plan is open to all CWC employees and officers under the same terms and conditions.
Elective Deferral Plans: The named executive officers employed by SJWC and certain other highly compensated SJWC employees may participate in SJWC's Special Deferral Election Plan, a non-qualified plan, pursuant to which eligible participants may defer up to 50 percent of their base salary and up to 100 percent of their cash incentive compensation. The deferred amounts are credited with a fixed rate of interest, compounded semi-annually and reset at the beginning of each calendar year at the lower of (i)
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the then current 30-year long-term borrowing cost of funds to SJWC (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding.
Ms. Johnson, and certain other highly compensated CWC employees, may participate in CWC's 2017 Deferral Plan, a non-qualified plan.
Other Benefits and Perquisites: The named executive officers are provided with certain market competitive benefits and perquisites. It is the Compensation Committee's belief that such benefits are necessary for the Corporation to remain competitive and to attract and retain top caliber executive officers, since such benefits are commonly provided by peer group companies. All administrative employees of SJWC, including executive officers, are eligible to receive standard health care, dental care, disability, life and travel insurance, professional development benefits, and time off with pay for vacation and sick leave. In addition, SJWC provides certain executives from time to time with vehicles for business use and personal commutes and club memberships. The company also purchases season tickets to sporting and cultural events which the named executive officers and personnel of the company may use for non-business purposes on occasions. Mr. Thornburg is entitled to reimbursement for reasonable business-related personal expenses incurred and approved by the Chair of the Compensation Committee up to $40,000 per calendar year. There were no such expenses reimbursed in 2023.
All full-time employees of CWC are eligible to participate in employee benefits including health, vision, dental, short-term disability, long-term disability, group term life insurance coverage, and time off with pay for vacation and sick leave. In addition to such benefits, CWC maintains a supplemental long-term disability policy for Ms. Johnson that, when combined with the standard long-term disability policy benefit provided to other employees, provides a benefit equal to 60 percent of Ms. Johnson's base compensation in the event that she becomes disabled.
The Corporation does not provide tax gross-ups for any imputed income in connection with providing these particular benefits and perquisites.
Setting Executive Base Salary and Target Compensation for 2023
The Compensation Committee considered the following principal factors when setting the 2023 fiscal year base salary and target compensation levels for the named executive officers:
•Advice from the Compensation Committee's independent compensation consultant;
•CEO's recommendations for other named executive officers;
•Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan;
•Competitive benchmarking to our peer group;
•Feedback from stockholders and stockholder advisory groups;
•Individual performance as assessed by the Compensation Committee, with input from the CEO as to the named executive officers other than the CEO;
•Input from other SJW Group Board committee chairs;
•Long-term retention;
•Results of the last "say-on-pay" proposal;
•The cost of living and cost of labor; and
•Tenure, future potential, and internal pay equity.
Major compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual incentive cash compensation opportunities and the determination of the value of long-term equity incentive awards, are generally made by the Compensation Committee during the last quarter of the prior year and during the first quarter of the current year.
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Benchmarking: The Compensation Committee made a number of decisions regarding 2023 fiscal year compensation for the named executive officers on the basis of the executive compensation benchmarking reports prepared by Mercer in October 2022, with respect to the named executive officers. The reports benchmarked the compensation paid by the Corporation's peer group, as described below, to their executive officers.
Target Pay Positioning: For the 2023 calendar year, the Compensation Committee continued to target total annual direct compensation between the median and the 75th percentile of the peer group in light of the highly competitive talent market and the relative cost of living and cost of labor in the markets in which the Corporation's executives are located as compared to its peers. The Compensation Committee uses the peer group compensation as just one of the factors in its pay decisions. Individual positioning relative to market data also gives consideration to tenure, performance, potential and internal equity.
For 2023, the Compensation Committee adjusted Mr. Thornburg's compensation as part of a strategy to bring his compensation into alignment over time with the stated target pay positioning range and to better align the CEO's pay mix with peer group practices. Accordingly, the Compensation Committee set Mr. Thornburg's 2023 base salary at $874,000, increased his target annual cash incentive to 90 percent of his base salary, and maintained Mr. Thornburg's target percentage 2023 long-term incentive amount at the 2022, long-term target percentage. The base salary and target annual cash incentive increases were intended to position Mr. Thornburg's 2023 target total direct compensation above the median of the peer group, at the 63rd percentile based on peer group data provided by Mercer to the Compensation Committee in October 2022.
The Compensation Committee adjusted the compensation for the other named executive officers for 2023 to maintain positioning of total direct compensation within the target pay positioning described above relative to the Corporation’s peer group. Specifically, the Compensation Committee increased the base salaries and target long-term incentive awards for the other named executive officers to maintain competitive pay positioning, while maintaining the 2022 target percentage for the long-term incentive amount. The Compensation Committee held consistent the percentage of target annual cash incentive compensation to continue to reflect a total pay opportunity and pay mix in alignment with the market. The compensation adjustments for 2023 resulted in average total target direct compensation for the other named executive officer group positioned at the 61st percentile based on peer group data provided by Mercer to the Compensation Committee in October 2022.
Peer Group: Each year, the Compensation Committee works with its independent compensation consultant, Mercer, to determine the appropriate peer group for benchmarking our executive compensation program. The peer group generally consists of companies that are U.S. publicly traded utility companies of similar size and companies that are identified externally as the Corporation's peers. Mercer did not recommend changes to the Corporation's peer group for 2023 as compared to its 2022 peer group. The Compensation Committee believed that all of the peer companies represented primary competitors for executive talent and investment capital and approved the peer group set forth below to be used in establishing the executive officers' target 2023 compensation. In February 2023, South Jersey Industries, Inc. entered into a merger transaction, and is no longer publicly traded. As a result, the Compensation Committee excluded South Jersey Industries from the peer group in its determination of the number of shares issuable under the 2021 rTSR award (see the section above titled “2021 rTSR Award Earned").
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2023 Peer Group | ||||||||
| ALLETE, Inc. | American States Water Company | Avista Corporation | ||||||
| Black Hills Corporation | California Water Service Group | Chesapeake Utilities Corporation | ||||||
| MGE Energy, Inc. | Middlesex Water Company | NorthWestern Corporation | ||||||
| Northwest Natural Holding Company | PNM Resources Inc. | South Jersey Industries, Inc. | ||||||
Unitil Corporation | ||||||||
Role of External Advisors: The Compensation Committee does not delegate any of its authority with respect to executive officer compensation, other than with respect to routine administrative functions. The Compensation Committee does, from time to time, consult with other independent Board members regarding executive compensation matters and is authorized to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for the Corporation's executive officers and other key employees. The Compensation Committee engaged Mercer as the Compensation Committee's independent compensation consultant. Mercer provided the following services:
•Advised the Compensation Committee in selecting a peer group to be used for benchmarking compensation;
•Conducted a competitive review of officer compensation levels and practices relative to the peer group, including consideration of impact of location on cost of living and cost of labor;
•Advised the Compensation Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the named executive officers, including Mr. Thornburg, and other executive officers of the Corporation;
•Advised the Compensation Committee in determining the appropriate compensation for the Board;
•Advised the Compensation Committee regarding short and long-term incentive compensation design changes; and
•Advised the Compensation Committee regarding regulatory developments, governance updates, market practices, and market trends.
Representatives of Mercer attended certain Compensation Committee meetings and provided guidance and expertise on competitive pay practices and plan designs consistent with the Corporation's key objectives. The Compensation Committee determined that Mercer was independent and that its work did not raise any conflict of interest. The Compensation Committee made such determinations primarily on the basis of the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) under the Exchange Act. The Compensation Committee will apply the same factors, together with any factors identified by the NYSE and any other factors the Compensation Committee may deem relevant under the circumstances, in determining whether any other person from whom the Compensation Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.
Role of Management: Mr. Thornburg provided the Compensation Committee with recommendations regarding 2023 fiscal year compensation levels for each of the named executive officers other than himself. Such recommendations included base salary adjustments, target annual incentive cash compensation opportunities and payout levels, and the size of long-term incentive awards. Mr. Thornburg provided the Compensation Committee with his assessment of the individual performance of each of the other named executive officers.
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OTHER COMPENSATION MATTERS
Clawback Policy
The Compensation Committee adopted a clawback policy (the "Clawback Policy"), effective December 1, 2023, for the recoupment of incentive compensation in accordance with recently adopted SEC rules. The Clawback Policy sets forth the requirements for the clawback of any incentive compensation due to wrongful conduct and other recoupments as a result of a restatement of the Corporation's financial statements. An executive officer subject to such clawback must repay to the Corporation up to the full amount of any incentive compensation, including PSUs, and other stock-based awards, that were paid based on the financial statements that were subsequently restated. In addition to the Clawback Policy, the 2023 Long-Term Incentive Plan PSU award agreements and the CWC Performance Stock Program also specify that the awards governed by such plans and agreements are subject to the clawback policies of the Corporation and all other requirements under applicable law and regulation. Furthermore, all executive officers signed a statement acknowledging that the Clawback Policy supersedes any inconsistent provision in employment agreements, equity award agreements, or indemnification agreements.
Policy Governing Hedging and Pledging of Common Stock
The Corporation has adopted policies that preclude Board members, executive officers and certain employees, and other individuals, including family members residing in the same household, and entities owned and controlled by the above persons, from engaging in hedging or monetization transactions in the Corporation's common stock such as put and call options and short sales and from pledging the Corporation's common stock or holding such stock in margin accounts. Accordingly, such individuals bear the full risk of economic loss, like any other stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or restricted stock units that will convert into such shares following the satisfaction of the applicable vesting and payment requirements.
Other Key Executive Arrangements
Employment Agreements
The Corporation has previously entered into an employment agreement with Mr. Thornburg, which is described more fully in the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements."
CTWS and CWC previously entered into an amended and restated employment agreement with Ms. Johnson upon closing of the merger with CTWS on October 9, 2019, as more fully described in the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.
Executive Severance Plan and Severance Programs
Executive Severance Plan: The Corporation maintains an Executive Severance Plan under which Mr. Thornburg and the other named executive officers, other than Ms. Johnson, will become entitled to certain severance benefits on a double trigger basis in the event their employment were to terminate under certain defined circumstances in connection with a change in control of the Corporation. Such benefits would be triggered in connection with a change in control only if the executive officer's employment is terminated by the Corporation, other than for good cause, or such executive officer resigns in connection with (i) a significantly adverse change in the nature or the scope of their authority or overall working environment, (ii) the assignment of duties materially inconsistent with their present duties, responsibilities or status, (iii) a reduction in the sum of their base salary and target annual incentive cash compensation, or (iv) a relocation of their principal place of employment by 55 miles or more.
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The Executive Severance Plan is designed to serve two primary purposes: (i) encourage the executive officers to remain in the Corporation's employ in the event of an actual or potential change in control transaction; and (ii) align the interests of the Corporation's executive officers with those of the stockholders by enabling the executive officers to consider transactions that are in the best interests of the stockholders and provide opportunities for the creation of substantial stockholder value without undue concern over whether those transactions may jeopardize their employment or their existing compensation arrangements.
The Executive Severance Plan also allows the Corporation to maintain a standard set of severance benefits for new and existing executive officers and limit the instances where one-off arrangements will be negotiated with individual executive officers.
Based on the foregoing considerations and the many years of service that certain of the executive officers have rendered to the Corporation, the Compensation Committee believes that the benefits provided under the Executive Severance Plan, including any tax gross-up payments to cover the parachute payment taxes certain executive officers (other than the CEO and executive officers who become participants in the plan after October 26, 2022) may incur under the federal tax laws with respect to one or more severance benefits provided under the plan, have been set at a fair and reasonable level and appropriately balance the respective interests of the various stakeholders.
For further information regarding the Executive Severance Plan and the severance benefits provided thereunder, please see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.
Severance Benefits for Mr. Thornburg: Pursuant to the terms of his employment agreement, Mr. Thornburg will become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change in control. The Compensation Committee believes that such protections are typical for chief executive officers in the peer group companies. For further information concerning Mr. Thornburg's potential severance benefits, see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.
Severance Benefits for Ms. Johnson: Ms. Johnson will become entitled to severance benefits under her amended employment agreement in the event that her employment is terminated under certain defined circumstances. For further information concerning Ms. Johnson's potential severance benefits, see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.
Executive Officer Stock Ownership Guidelines
Under the stock ownership guidelines amended in 2022, executive officers are expected to own shares of the Corporation's common stock with an aggregate value equal to three times the annual base salary for the CEO, and one and a half times the annual base salary for the other named executive officers, by January 1, 2025. The Compensation Committee believes that such a policy is consistent with its philosophy of encouraging executive officer stock ownership and will serve to further align the interests of the executive officers with those of stockholders. Shares of the Corporation's common stock owned outright, shares underlying Service RSUs, excluding PSUs, and shares underlying DSUs, including deferred shares resulting from dividend equivalent rights, all count as shares owned for purposes of the guidelines. Until the guideline is met, each executive is required to hold any shares of the Corporation's common stock issued upon the vesting of Service RSUs, net of any shares withheld or sold to cover statutory withholding taxes and other applicable taxes. As of December 29, 2023, all the named executive officers had complied with the policy. The following table shows each named executive officer's stock ownership as of December 29, 2023.
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| Name | Title | Security Ownership ($)(1) | Security Ownership Guideline ($)(2) | ||||||||
| Eric W. Thornburg | President, Chief Executive Officer and Chairman of the Board | 3,194,177 | 2,622,000 | ||||||||
| Andrew F. Walters | Chief Financial Officer and Treasurer | 1,034,164 | 742,500 | ||||||||
Willie Brown | Vice President and General Counsel | 459,999 | 609,000 | ||||||||
Bruce A. Hauk | Chief Operating Officer | 450,000 | 750,000 | ||||||||
| Kristen A. Johnson | Senior Vice President and Chief Administrative Officer | 1,459,854 | 735,000 | ||||||||
(1)This amount is calculated by multiplying (i) the sum of the shares of the Corporation's common stock actually owned, shares underlying Service RSUs, and deferred shares by (ii) $65.35, the closing selling price of the common stock on December 29, 2023.
(2)This amount is equal to three times the base salary in effect for Mr. Thornburg for the 2023 fiscal year and one and a half times the base salary in effect for the other named executive officers for such year.
Compliance with Section 162(m) of the Code
Section 162(m) of the Internal Revenue Code (the "Code") limits the amount that we may deduct from our federal income taxes for compensation paid to certain executive officers, including our named executive officers, to $1 million per executive officer per year. While the Compensation Committee considers this deduction limit, its compensation decisions for our named executive officers are guided principally by the factors described in the section "Setting Executive Base Salary and Target Compensation for 2023."
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Summary Compensation Table
The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to the Corporation and its subsidiaries for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, by the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer ("CFO"), the Corporation's other three most highly compensated executive officers whose total compensation for the 2023 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2023 fiscal year, and is included based on total compensation for fiscal year 2023 under SEC rules. The listed individuals are herein referred to as the "named executive officers."
| Name and Principal Position (1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compen -sation ($)(2)(5) | Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($) (6) (7) | All Other Compen- sation ($)(8) | Total ($) | ||||||||||||||||||
Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board of SJW Group | 2023 | 874,000 | — | 1,709,660 | 924,261 | 688,654 | 14,161 | 4,210,736 | ||||||||||||||||||
| 2022 | 827,500 | — | 1,692,981 | 600,812 | 49,697 | 15,005 | 3,185,995 | |||||||||||||||||||
| 2021 | 803,400 | — | 1,282,631 | 554,173 | 634,950 | 13,732 | ||||||||||||||||||||
Andrew F. Walters Chief Financial Officer and Treasurer of SJW Group | 2023 | 495,000 | — | 342,201 | 290,813 | 115,547 | 93,665 | 1,337,226 | ||||||||||||||||||
| 2022 | 447,766 | — | 285,338 | 195,383 | — | 86,968 | 1,015,455 | |||||||||||||||||||
| 2021 | 427,450 | 25,000 | 238,816 | 137,596 | — | 13,050 | 841,912 | |||||||||||||||||||
Willie Brown Vice President and General Counsel of SJW Group | 2023 | 406,000 | — | 253,668 | 166,968 | 79,919 | 18,049 | 924,604 | ||||||||||||||||||
| 2022 | — | — | — | — | — | — | — | |||||||||||||||||||
| 2021 | — | — | — | — | — | — | — | |||||||||||||||||||
Bruce A. Hauk Chief Operating Officer of SJW Group | 2023 | 500,000 | — | 301,964 | 264,375 | 57,230 | 118,981 | 1,242,550 | ||||||||||||||||||
| 2022 | 162,692 | 225,000 | 523,720 | 53,992 | 38,816 | 18,257 | 1,022,477 | |||||||||||||||||||
| 2021 | — | — | — | — | — | — | — | |||||||||||||||||||
Kristen A. Johnson Senior Vice President and Chief Administrative Officer of SJW Group | 2023 | 490,000 | — | 253,668 | 201,513 | 936,729 | 17,383 | 1,899,293 | ||||||||||||||||||
| 2022 | 403,630 | — | 241,731 | 128,213 | — | 10,355 | 783,929 | |||||||||||||||||||
| 2021 | — | — | — | — | — | — | — | |||||||||||||||||||
(1)Ms. Johnson was not a named executive officer of the Corporation for the 2021 fiscal year and Mr. Brown was not a named executive officer of the Corporation for the 2021 and 2022 fiscal years.
(2)Includes amounts deferred under (i) the San Jose Water Company's Special Deferral Election Plan, a non-qualified deferred compensation plan for officers and other select management personnel, (ii) the San Jose Water Company's Salary Deferral Plan, and (iii) the Savings Plan of The Connecticut Water Company ("CWC Savings Plan"), qualified deferred compensation plans under section 401(k) of the Code. For Ms. Johnson, disclosure includes amounts deferred under the Connecticut Water Company 2017 Deferred Compensation Plan ("CWC 2017 DCP"), a non-qualified deferred compensation plan for selected management and highly compensated employees.
(3)The amount of the annual cash incentive compensation payable to each named executive officer based on attainment of the corporate performance goals is reported in the "Non-Equity Incentive Compensation" column.
(4)The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the service-based ("Service RSU") and performance-based ("PSU") restricted stock unit awards made during each reported fiscal year, calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. For Service RSU awards, the grant date fair value was determined using the closing share price of the Corporation's common stock on the date of grant, as appropriately discounted to reflect the lack of dividend equivalent rights. For the PSU awards that vest based on return on equity or earnings per share, the total grant-date fair value is calculated using the probable outcome of the attainment of the pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of PSU awards that vest based on relative total shareholder return was estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and
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assumes the performance goals will be attained. See also Note 8 to the Corporation's consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended March 31, 2023 and in Note 2 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2023 fiscal year.
The grant-date fair values of the 2023 PSU awards assuming maximum attainment of the performance goals are as follows:
| Grant Date Fair Value at Maximum Attainment ($) | ||||||||
| Eric W. Thornburg | 2,155,807 | |||||||
| Andrew F. Walters | 362,879 | |||||||
Willie Brown | 268,930 | |||||||
| Bruce A. Hauk | 320,192 | |||||||
| Kristen A. Johnson | 268,930 | |||||||
For further information concerning the service-based and performance-based restricted stock unit awards, see the section below titled "Grants of Plan-Based Awards."
(5)Represents the portion of the annual cash incentive compensation which was earned based on the level of attainment of corporate performance goals. Mr. Hauk’s 2022 payout was pro-rated based on his period of service during 2022.
(6)Consists of the change in the actuarial present value of each named executive officer's accrued pension benefits under all pension plans recorded for the 2023 fiscal year including $11,439 above-market earnings on non-qualified deferred compensation for Ms. Johnson, in accordance with SEC rules. The present value for each of the accrued pension benefits fluctuates from year-to-year based on additional years of service, changes in compensation and increased age. In addition, such fluctuations may also occur due to the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase.
Prior to his 2020 transfer to CWC, Mr. Walters accrued pension benefits under the SJWC Retirement Plan and the SJWC Cash Balance Executive Supplemental Retirement plan (“SJWC Cash Balance SERP”). He does not accrue additional pension benefits under such plans for his service at CWC, but he continues to accrue interest credits on his cash balance accounts under these plans. See discussion under “Pension Benefits,” which appears later in this Proxy Statement.
All of the named executive officers other than Ms. Johnson participate in the SJWC plans, and Mr. Walters does not accrue additional benefits under the SJWC plans.
Messrs. Thornburg's, Brown's and Hauk's SJWC Cash Balance SERP benefit is based on a contribution rate of 39%, 14%, and 10% respectively, of their quarterly compensation (as defined in the plan), offset by their accrued benefit under the SJWC Retirement Plan.
The table below indicates the actuarial present value of the pension benefits accrued as of the close of the 2023 and 2022 fiscal years, respectively, by each named executive officer. For further information concerning the pension benefits, see the first table in the section titled "Pension Benefits" which appears later in this Proxy Statement.
| Actuarial Present Value of Retirement Benefits | Thornburg | Walters | Brown | Hauk | Johnson | ||||||||||||||||||
Accrued as of the close of the 2023 fiscal year | 3,338,421 | 382,216 | 325,689 | 96,046 | 2,998,607 | ||||||||||||||||||
Accrued as of the close of the 2022 fiscal year | 2,649,767 | 266,669 | 245,770 | 38,816 | 2,061,878 | ||||||||||||||||||
| Change in Pension Value ($) | 688,654 | 115,547 | 79,919 | 57,230 | 936,729 | ||||||||||||||||||
(7)Consists of the change in the actuarial present value of the named executive officer’s accrued pension benefits recorded for the 2022 and 2021 fiscal years, respectively.
(8)Consists of the benefits shown below received by each executive officer, as applicable. Mr. Walter's "All Other Compensation" amount for 2022 has been updated from the disclosure in the Company's Definitive Proxy Statement filed on March 9, 2023, which inadvertently did not reflect the Company's contribution of $73,243 to Mr. Walter's non-qualified deferred compensation account.
For the Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||
| Description | Thornburg | Walters | Brown | Hauk | Johnson | |||||||||||||||||||||||||||
| Club Memberships | — | — | — | — | ||||||||||||||||||||||||||||
| Personal Use of Company Vehicle | 961 | — | 4,849 | — | — | |||||||||||||||||||||||||||
| 401(k) Employer Contributions | 13,200 | 10,819 | 13,200 | 13,200 | 16,178 | |||||||||||||||||||||||||||
| Severance | — | — | — | — | ||||||||||||||||||||||||||||
| Supplemental Long-Term Disability Policy Premium | — | — | — | — | 1,205 | |||||||||||||||||||||||||||
| Company Contribution to Deferred Compensation Plan | — | 82,846 | — | — | — | |||||||||||||||||||||||||||
| Medical Stipend | — | — | — | 105,781 | — | |||||||||||||||||||||||||||
| Spousal Travel | — | — | — | — | — | |||||||||||||||||||||||||||
| Total ($) | 14,161 | 93,665 | 18,049 | 118,981 | 17,383 | |||||||||||||||||||||||||||
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Grants of Plan-Based Awards
The following table provides certain summary information concerning each grant of an award made to a named executive officer in the 2023 fiscal year under a compensation plan:
| Name | Grant Date | Date of Pre- Authori- zation | Potential Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Value ($)(3) | |||||||||||||||||||||||||||||||||||
| Thre- shold ($) | Target ($) | Maxi- mum ($) | Thre- shold (#) | Target (#) | Maxi- mum (#) | ||||||||||||||||||||||||||||||||||||
| Eric W. Thornburg | — | — | 393,302 | 786,600 | 1,179,907 | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 6,486 | (4) | 505,713 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 3,397 | 6,793 | 10,190 | (5) | — | 504,176 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 4,098 | 8,195 | 16,390 | (6) | — | 699,771 | |||||||||||||||||||||||||||||||
| Andrew F. Walters | — | — | 123,750 | 247,500 | 495,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,737 | (4) | 135,434 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | 683 | 1,365 | 2,048 | (5) | — | 101,310 | |||||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | 618 | 1,235 | 2,470 | (6) | — | 105,457 | |||||||||||||||||||||||||||||||||
Willie Brown | — | — | 71,050 | 142,100 | 284,200 | — | |||||||||||||||||||||||||||||||||||
| 1/3/2023 | 10/25/2022 | — | — | — | 1,288 | (4) | 100,425 | ||||||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 506 | 1,012 | 1,518 | (5) | 75,111 | ||||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 458 | 915 | 1,830 | (6) | 78,132 | ||||||||||||||||||||||||||||||||
| Bruce A. Hauk | — | — | 112,500 | 225,000 | 450,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,533 | (4) | 119,528 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | 602 | 1,204 | 1,806 | (5) | — | 89,361 | ||||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | 545 | 1,090 | 2,180 | (6) | — | 93,075 | ||||||||||||||||||||||||||||||||
| Kristen A. Johnson | — | — | 85,750 | 171,500 | 343,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,288 | (4) | 100,425 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 506 | 1,012 | 1,518 | (5) | — | 75,111 | |||||||||||||||||||||||||||||||
| 1/24/2023 | — | — | — | — | 458 | 915 | 1,830 | (6) | — | 78,132 | |||||||||||||||||||||||||||||||
(1)Reflects potential payouts under the annual cash incentive compensation program tied to attainment of corporate performance goals; the entire cash incentive compensation for all of the named executive officers was tied to the attainment of these goals. Each potential level of payout based on the corporate performance goals was tied to the attained level of the performance goals for the 2023 fiscal year established by the Compensation Committee. The goals were tied to a SJW Group diluted earnings per share objective, a SJW Group capital additions objective, designated key SJW Group operational goal objectives used to achieve and manage superior performance in the public utilities industry, and strategic objectives. See the "2023 Annual Incentive Cash Compensation Performance Goals" table in the Compensation Discussion and Analysis section. The annual cash incentive payout amounts are reported in the Non-Equity Incentive Compensation column in the Summary Compensation Table.
(2)Reflects grants of restricted stock units under the Corporation's Long-Term Incentive Plan as more fully described in the footnotes below. The restricted stock units do not include dividend equivalent rights. A portion of the vested shares which become issuable under the units will be withheld by the Corporation to cover the applicable withholding taxes.
(3)The grant-date value is calculated in accordance with FASB ASC Topic 718, and accordingly determined on the basis of the closing selling price per share of the Corporation's common stock on the applicable grant date, as appropriately discounted to reflect the lack of dividend equivalent rights. For the PSU awards that vest based on return on equity ("ROE"), the total grant-date fair value is calculated using the probable outcome of the attainment of the pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of the PSU awards that vest based on relative total shareholder return ("rTSR") were estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. The reported grant-date value does not take into account any estimated forfeitures relating to service-vesting conditions.
(4)Each officer was granted Service RSU awards on the grant date and covering the number of shares of the Corporation's common stock specified in the table. Each RSU entitles the officer to receive one share of the Corporation's common stock on the applicable vesting date of that unit. The RSUs vest in a series of three successive equal annual installments upon such
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officer's completion of each year of service with the Corporation over the three-year period measured from the grant date. The units will vest in full, and the underlying shares will become immediately issuable, on an accelerated basis if (i) the officer's service terminates by reason of death or disability; or (ii) the officer is involuntarily terminated other than for good cause, or resigns for good reason, within 24 months after a change in control. Immediate vesting will also occur in the event there is a change in control of the Corporation in which the units are not assumed or otherwise continued in effect.
(5)Each officer was granted PSU awards on the grant date and covering the target number of shares specified in the table. Each such PSU award will vest based on the level of achievement of a performance goal based on ROE over the period measured from January 1, 2023 to December 31, 2025. The maximum number of shares issuable to an individual under each such performance-based award is 150% of the target number of shares specified for such individual and no shares are issuable if the threshold level of performance is not attained. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested based on actual performance pro-rated based on the number of months of service (rounded up) the officer completed during the performance period. In the event a change in control occurs during the performance period, the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted; or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death or disability or involuntary termination other than for good cause or resignation for good reason.
(6)Each officer was granted PSU awards on the grant date and covering the target number of shares specified in the table. Each such performance-based award will vest based on the level of achievement of a performance goal based on rTSR performance over the period measured from January 1, 2023 to December 31, 2025. The number of shares issuable under such award will range between 0% to 200% of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested in based on actual performance pro-rated based on the number of months of service (rounded up) the officer completed during the performance period. In the event a change in control occurs during the performance period the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted; or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death, disability or involuntary termination other than for good cause or resignation for good reason.
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Outstanding Equity Awards at Fiscal Year-End
The following table provides certain summary information concerning outstanding equity awards held by the named executive officers as of December 31, 2023:
| Name | Stock Awards | ||||||||||||||||||||||
| Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | ||||||||||||||||||||
| Eric W. Thornburg | 2,036 | (2) | 133,053 | 7,696 | (3) | 502,934 | |||||||||||||||||
| 4,792 | (4) | 313,157 | 18,568 | (5) | 1,213,419 | ||||||||||||||||||
| 6,486 | (6) | 423,860 | 6,793 | (7) | 443,923 | ||||||||||||||||||
| 16,390 | (9) | 1,071,087 | |||||||||||||||||||||
| Andrew F. Walters | 503 | (2) | 32,871 | 1,308 | (3) | 85,478 | |||||||||||||||||
| 920 | (4) | 60,122 | 2,366 | (5) | 154,618 | ||||||||||||||||||
| 178 | (4) | 11,632 | 1,365 | (7) | 89,203 | ||||||||||||||||||
| 1,737 | (6) | 113,513 | 2,470 | (9) | 161,415 | ||||||||||||||||||
Willie Brown | 321 | (2) | 20,977 | 1,108 | (3) | 72,408 | |||||||||||||||||
| 262 | (8) | 17,122 | 2,004 | (5) | 130,961 | ||||||||||||||||||
| 920 | (4) | 60,122 | 1,012 | (7) | 66,134 | ||||||||||||||||||
| 1,288 | (6) | 84,171 | 1,830 | (9) | 119,591 | ||||||||||||||||||
| Bruce A. Hauk | 951 | (10) | 62,148 | 1,070 | (3) | 69,925 | |||||||||||||||||
| 2,502 | (11) | 163,506 | 2,140 | (5) | 139,849 | ||||||||||||||||||
| 1,533 | (6) | 100,182 | 1,204 | (7) | 78,681 | ||||||||||||||||||
| 2,180 | (9) | 142,463 | |||||||||||||||||||||
| Kristen A. Johnson | 503 | (2) | 32,871 | 1,108 | (3) | 72,408 | |||||||||||||||||
| 920 | (4) | 60,122 | 2,004 | (5) | 130,961 | ||||||||||||||||||
| 1,288 | (6) | 84,171 | 1,012 | (7) | 66,134 | ||||||||||||||||||
| 1,830 | (9) | 119,591 | |||||||||||||||||||||
(1)The reported market value of the shares underlying the unvested units is based on the $65.35 closing selling price of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year.
(2)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2021. As of December 31, 2023, one-third of the units were unvested.
(3)The underlying shares vest based on the level of achievement of a performance goal based on ROE performance over the period measured from January 1, 2022 to December 31, 2024 and continued service through December 31, 2024. The number of shares issuable under such awards will range between 0% to 150% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at target level.
(4)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2022. As of December 31, 2023, two-thirds of the units were unvested.
(5)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period. The underlying shares vest based on the rTSR over the period measured from January 1, 2022 to December 31, 2024, and continued service through December 31, 2024. The number of shares issuable under such awards will range between 0% to 200% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at maximum level.
(6)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2023. As of December 31, 2023, all of the units were unvested.
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(7)The underlying shares vest based on the level of achievement of a performance goal based on ROE performance over the period measured from January 1, 2023 to December 31, 2025 and continued service through December 31, 2025. The number of shares issuable under such awards will range between 0% to 150% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at target level.
(8)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in May 2021. As of December 31, 2023, one third of the units were unvested.
(9)The underlying shares vest based on the level of achievement of a performance goal based on rTSR over the period measured from January 1, 2023 to December 31, 2025, and continued service through December 31, 2025. The number of shares issuable under such awards will range between 0% to 200% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at maximum level.
(10)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in August 2022. As of December 31, 2023, two-thirds of the units were unvested.
(11)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in December 2022. As of December 31, 2023, two-thirds of the units were unvested.
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Option Exercises and Stock Vested
The following table sets forth, for each of the named executive officers, the number and value of shares of the Corporation's common stock subject to each deferred restricted stock or restricted stock unit award that vested during the year ended December 31, 2023. No option or stock appreciation rights were exercised by the named executive officers during the 2023 fiscal year, and none of such officers held any option or stock appreciation rights as of December 31, 2023.
| Name | Stock Awards | |||||||||||||
| Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |||||||||||||
| Eric W. Thornburg | 1,786 | 145,005 | ||||||||||||
| 2,395 | 196,941 | |||||||||||||
| 2,036 | 169,701 | |||||||||||||
| 4,616 | (2) | 301,656 | ||||||||||||
| 8,787 | (3) | 574,230 | ||||||||||||
| Andrew F. Walters | 503 | 40,839 | ||||||||||||
| 459 | 37,774 | |||||||||||||
| 503 | 41,925 | |||||||||||||
| 89 | 6,900 | |||||||||||||
| 856 | (2) | 55,940 | ||||||||||||
| 1,222 | (3) | 79,858 | ||||||||||||
| Willie Brown | 318 | 25,818 | ||||||||||||
| 459 | 37,744 | |||||||||||||
| 321 | 26,755 | |||||||||||||
| 263 | 20,127 | |||||||||||||
| 466 | (2) | 30,453 | ||||||||||||
| 817 | (3) | 53,391 | ||||||||||||
| Bruce A. Hauk | 475 | 31,697 | ||||||||||||
| 1,251 | 81,753 | |||||||||||||
| Kristen A. Johnson | 503 | 40,839 | ||||||||||||
| 459 | 37,744 | |||||||||||||
| 503 | 41,925 | |||||||||||||
| 856 | (2) | 55,940 | ||||||||||||
| 1,222 | (3) | 79,858 | ||||||||||||
| 360 | (4) | 25,197 | ||||||||||||
(1)The value realized is determined by multiplying (i) the market price of the Corporation's common stock on the applicable vesting date by (ii) the number of shares which vested on such date.
(2)Represents awards of restricted stock units granted in 2021 under the Corporation's Long-Term Incentive Plan The goal for the award was ROE measured over the three-year period from January 1, 2021 through December 31, 2023, at threshold, target, and maximum levels of 6.11%, 7.18%, and 8.26%, respectively. The awards vested based on an ROE of 6.60% and in the number of shares shown for the named executive officers, respectively.
(3)Represents awards of restricted stock units granted in 2021 under the Corporation's Long-Term Incentive Plan. The award vested based on the relative total shareholder return (“rTSR”) over the period measured from January 1, 2021 to December 31, 2023 (the "rTSR Performance Period") and continued service with the Corporation through the end of the rTSR Performance Period. The number of shares issuable under the award ranged from 0% to 200% of the target number of shares based on the Corporation’s rTSR ranking relative to eight water utility peer companies. The awards vested based on rTSR ranked fourth relative to the peer companies and service with the Corporation through the end of the rTSR Performance Period and in 125% of the target number of shares under such award.
(4)Represents shares underlying deferred stock units ("DSUs") credited pursuant to dividend equivalent rights accrued on outstanding DSUs granted by CTWS and assumed by the Corporation in connection with the merger with CTWS in October 2019.
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Pension Benefits
Three separate benefit plans are maintained for employees of SJWC: (i) SJWC's Retirement Plan, a tax-qualified pension plan (the "SJWC Retirement Plan"); (ii) the SJWC Executive Supplemental Retirement Plan, a non-qualified supplemental pension plan (the "SJWC SERP"); and (iii) the SJWC Cash Balance Executive Supplemental Retirement Plan, a non-qualified pension plan (the "SJWC Cash Balance SERP").
Three separate benefit plans are maintained for employees of The Connecticut Water Company ("CWC"): (i) the CWC Employees’ Retirement Plan, a tax-qualified pension plan (the "CWC Retirement Plan"); (ii) individual supplemental executive retirement agreements with certain executives that provide non-qualified supplemental pension benefits ("CWC SERP Agreements"); and (iii) supplemental retirement benefits provided under individual deferred compensation agreements (“Deferred Compensation Plan II”). Except for Ms. Johnson, none of the named executive officers participate in the CWC Employees' Retirement Plan ("CWC Retirement Plan"). Mr. Thornburg and Ms. Johnson have respective CWC SERP Agreements and benefits under the Deferred Compensation Plan II.
The following table sets forth as of December 31, 2023, each plan that provides for payments or other benefits in connection with the retirement of each of the named executive officers, the number of years of service credited to the named executive officer under the plan, the actuarial present value of the named executive officer's accumulated benefit under each applicable plan, and the dollar amount of any payments and benefits paid to the named executive officer during the Corporation's last completed fiscal year.
| Name | Plan | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | |||||||||||||
Eric W. Thornburg (2) | SJWC Retirement Plan | 6 | 102,131 | — | |||||||||||||
| SJWC Cash Balance SERP | 6 | 3,236,290 | — | ||||||||||||||
| CWC SERP Agreement | 12 | 1,430,329 | 100,065 | ||||||||||||||
Deferred Compensation Plan II | 6 | 119,060 | 8,516 | ||||||||||||||
Andrew F. Walters (3) | SJWC Retirement Plan | 6 | 105,840 | — | |||||||||||||
SJWC Cash Balance SERP | 6 | 276,376 | — | ||||||||||||||
Willie Brown | SJWC Retirement Plan | 15 | 183,679 | — | |||||||||||||
SJWC Cash Balance SERP | 15 | 142,010 | — | ||||||||||||||
Bruce A. Hauk | SJWC Retirement Plan | 1 | 23,802 | — | |||||||||||||
SJWC Cash Balance SERP | 1 | 72,244 | — | ||||||||||||||
Kristen A. Johnson | CWC Retirement Plan | 17 | 733,648 | — | |||||||||||||
| CWC SERP Agreement | 17 | 1,673,493 | — | ||||||||||||||
Deferred Compensation Plan II | 17 | 591,466 | — | ||||||||||||||
(1) The number of years of credited service has been rounded to the nearest whole number. The present value of accumulated benefits is based on the actual period of service credited.
(2) Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg is eligible to receive additional supplemental retirement benefits under the terms of (i) his CWC SERP Agreement for benefits accrued during his prior service with CTWS from March 1, 2006 through October 15, 2017, and (ii) the Deferred Compensation Plan II for benefits accrued during his service with CTWS from January 1, 2012 through October 15, 2017.
(3) On January 7, 2020, Mr. Walters’ employment with SJWC ended, and he became employed by CWC. As an employee of CWC, Mr. Walters is not eligible to receive additional benefits based on quarterly compensation under the SJWC Cash Balance SERP, and his service with CWC does not count towards additional benefit accruals under the SJWC Retirement Plan. Mr. Walters is fully vested in his accrued benefit prior to January 7, 2020 under the SJWC Cash Balance SERP, which continues to receive interest credits. Previously, an inadvertent distribution was made to Mr. Walters from the SJWC Retirement Plan which distribution was restored in 2023.
The pension benefits payable to the executive officers increase in correlation with increases in salary and years of service. The present value of the accrued pension benefit will also fluctuate from year-to-year based on the age of the participant and the interest rate used to discount anticipated future
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payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase. The actuarial and economic assumptions to determine the present value of the accrued benefits under the plans are shown below.
Plan | Discount Rates (%) | |||||||
2022 | 2023 | |||||||
SJWC Retirement Plan | 4.99 | 5.03 | ||||||
| SJWC Cash Balance SERP | 4.95 | 4.99 | ||||||
| CWC Retirement Plan | 5.24 | 5.02 | ||||||
CWC SERP Agreements | 5.23 | 5.01 | ||||||
| Deferred Compensation Plan II | 5.23 | 5.01 | ||||||
.
| Plan | Society of Actuaries Mortality Rate Tables Used for 2022 and 2023 | |||||||
SJWC Retirement Plan | Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2021 | |||||||
| SJWC Cash Balance SERP | Pri-2012 White Collar Amount-Weighted Mortality with MP-2021 projection scale | |||||||
| CWC Retirement Plan | Pri-2012 Private Retirement Plans Amount Weighted Mortality, with MP-2021 projection scale | |||||||
| CWC SERP Agreements | Pri-2012 Private Retirement Plans White Collar Amount-Weighted Mortality Tables, with MP-2021 projection scale | |||||||
| Deferred Compensation Plan II | Pri-2012 Private Retirement Plans White Collar Amount-Weighted Mortality Tables, with MP-2021 projection scale | |||||||
There is no assumption for pre-retirement mortality or cessation of service, and retirement is assumed to occur at the earliest age at which each named executive officer can receive the pension benefits without actuarial reductions. For further information concerning actuarial assumptions for the SJWC SERP, SJWC Cash Balance SERP, CWC Retirement Plan and CWC SERP Agreements please see Note 11 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2023 fiscal year.
SJWC Retirement Plan Benefit
Benefit accruals under the SJWC Retirement Plan differ depending on whether an employee first commenced employment with SJWC: (i) before March 31, 2008 or (ii) on or after March 31, 2008. Messrs. Thornburg, Brown, Hauk, and Walters commenced employment with SJWC after March 31, 2008.
Mr. Walters was an employee of SJWC until January 6, 2020. Effective January 7, 2020, Mr. Walters became an employee of CWC. As a result of such transition, Mr. Walters no longer accrues benefits under SJWC's Cash Balance SERP, although he remains an executive officer of the Corporation.
The retirement benefits accrued by SJWC employees who first commence service on or after March 31, 2008, including Messrs. Thornburg, Brown, Hauk, and Walters (for his service with SJWC prior to 2021) are determined under the cash balance portion of the SJWC Retirement Plan and will be based upon the compensation credits and interest credits made to a hypothetical bookkeeping account established for each such participant. Compensation credits will be made on behalf of each participant each plan quarter in which the participant is an eligible employee with at least one hour of service for that quarter. The amount of the compensation credit for that quarter will be based on the compensation paid to the participant for that quarter and their years of credited service, as determined in accordance with the following schedule:
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| Years of Credited Service | Percent of Compensation (%) | |||||||
| Less than 5 | 5 | |||||||
| 5 but less than 10 | 6 | |||||||
| 10 but less than 15 | 7 | |||||||
| 15 but less than 20 | 9 | |||||||
| 20 or more | 11 | |||||||
For purposes of determining the amount of each participant's compensation credit, (i) compensation is generally based upon the amount that would otherwise be reported on the participant's Form W-2 for federal income tax purposes during the quarter, plus amounts deferred for that quarter under the 401(k) plan and certain other limited deferrals and (ii) the annual compensation taken into account may not exceed the annual compensation limit determined in accordance with the Code.
Interest credits are also generally made on behalf of each participant each plan quarter. The amount of each interest credit is determined by multiplying the balance of the participant's account as of the last day of that plan quarter by the lesser of: (i) the greater of one quarter of (a) the minimum three and a quarter percent annual interest rate or (b) the annual yield on 30-year Treasury bonds, determined as of the month of October preceding the first day of the plan year; and (ii) one quarter of the six percent maximum annual interest rate.
Benefits accrued under the SJWC Retirement Plan may be paid as (i) a fixed monthly pension for life, (ii) a reduced monthly benefit payable for life but with a minimum payment period of ten years for the participant or their designated beneficiary, or (iii) a reduced joint and survivor annuity for the participant and their surviving spouse. For participants who commence employee status on or after March 31, 2008, the accrued benefits may be paid in a lump sum, or pursuant to any of the forms described above, following attainment of the applicable age and service requirements.
Messrs. Thornburg, Brown, Hauk and Walters participate in the cash balance portion of the SJWC Retirement Plan and are eligible to receive early retirement benefits upon termination of employment, provided that they are vested. Participants who are credited with an hour of service on or after March 31, 2008, will become fully vested following the earlier of three years of service or age 65. Except for Mr. Hauk, as of December 31, 2023 all the named executive officers employed by SJWC are vested under the SJWC Retirement Plan.
CWC Retirement Plan Benefit
All employees of CWC hired prior to January 1, 2009, including Ms. Johnson, participate in the CWC Retirement Plan, a noncontributory qualified defined benefit plan. The plan also covers eligible employees of certain subsidiaries hired before March 1, 2012. Retirement benefits for eligible employees of CWC are based on the employee’s years of credited service and average earnings, which is defined to mean the highest average annual regular basis compensation received by an individual from CWC during any 60 consecutive months. Different retirement benefits apply to certain legacy groups. Participants are eligible for normal retirement as of the first day of the month coinciding with or following attainment of age 65. An early retirement benefit, based on the normal retirement benefit subject to reduction factors for retirement before age 62, may be taken upon attainment of age 55 and completion of 10 years of credited service.
The monthly retirement benefit under the CWC Retirement Plan is equal to one half of the greatest of (i) 1.6 percent of the participant’s average earnings multiplied by years of credited service and (ii) $1,000 per year of credited service proportionally reduced for less than 10 years of credited service, but in no event shall the benefit be less than the benefit accrued as of December 31, 2000. The benefit is not reduced for old-age insurance benefits under Section 202 of the Social Security Act. Benefits vest with five years of service.
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SJWC Cash Balance SERP Benefit
The SJWC Cash Balance SERP is a non-qualified supplemental retirement benefit plan for executive officers and other key management personnel employed by SJWC who commence employment on or after March 31, 2008, and are accordingly ineligible to participate in the SJWC SERP. Participants are selected from time to time by the Compensation Committee and remain general creditors of SJWC with respect to their accrued benefits under the plan until the benefits are paid. Messrs. Thornburg, Brown, and Hauk participate in and accrue benefits under the SJWC Cash Balance SERP. Eligible employees selected for SJWC Cash Balance SERP participation by the Compensation Committee will become a participant on the first day of the first quarter next following the date of their selection date or such later date as the Compensation Committee may specify, except that the plan was amended to allow Mr. Thornburg to become a participant in the plan as of November 6, 2017, his first day of employment with the company.
An account balance will be maintained for each participant in the SJWC Cash Balance SERP and will be periodically credited with a percentage of their compensation for the applicable period based on their years of credited service. The plan was amended effective October 24, 2018, granting the Compensation Committee the discretion to designate a different formula (as to years of credited service and/or percent of compensation) for any participant, provided no such action shall reduce any accrued benefit as of the date of such action. Except for Mr. Thornburg, compensation credits are made in accordance with the following formula:
| Years of Credited Service | Percent of Compensation (%) | |||||||
| Less than 5 | 10 | |||||||
| 5 but less than 10 | 11 | |||||||
| 10 but less than 15 | 12 | |||||||
| 15 but less than 20 | 14 | |||||||
| 20 or more | 16 | |||||||
Under the SJWC Cash Balance SERP, each participant will receive compensation credits based on a percentage of compensation and interest credits on a quarterly basis to the book account maintained for increase. The benefit accrued under the SJWC Cash Balance SERP will be offset by a portion of the participant's benefit accrued under the SJWC Retirement Plan. Accordingly, at such time as the participant becomes entitled to receive their retirement benefit under the SJWC Cash Balance SERP, a portion of their accrued benefit under the SJWC Retirement Plan will be applied as an offset to their vested accrued benefit under the SJWC Cash Balance SERP.
A participant's accrued benefit for plan quarters ending before January 1, 2014, and associated interest credits accrued after December 31, 2013, shall be paid in a single lump sum beginning on the first day of the seventh month following the participant's separation from service. Pursuant to the SJWC Cash Balance SERP amended as of October 30, 2013, a participant's accrued benefit for plan quarters ending after January 1, 2014, and all associated interest credits shall be paid in a single lump sum beginning on the first day of the seventh month following the participant's separation from service unless a timely election is made by the participant to receive their benefit in annual installments over a 10-year period beginning on the first business day of the seventh month following their separation from service.
The SJWC Cash Balance SERP also provides a death benefit should the participant die with a vested accrued benefit. The amount of the death benefit will be calculated in the same manner as if the participant had survived and will be payable in a lump sum to their beneficiary.
A participant will vest in their SJWC Cash Balance SERP benefit upon completion of ten years of service or in the event the participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination.
The plan was amended effective January 31, 2014, to provide Mr. Walters with full vesting of his accrued benefit under the plan upon completion of three years of service. As a result of Mr. Walters'
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transition to being an employee of CWC, effective January 7, 2020, he is no longer accrues benefits under the SJWC Cash Balance SERP.
The plan was amended effective November 6, 2017, for Mr. Thornburg to provide that: (i) the percentage of compensation credited to his SJWC Cash Balance SERP account each quarter until the quarter he turns 65 shall be 39 percent of his quarterly compensation; (ii) the special sign-on bonus specified in his employment agreement would be included in his compensation for the plan quarter in which it was paid; and (iii) he will vest in his accrued benefit under such plan once he turns 65 instead of the regular 10-year vesting schedule in effect for the other participants. As of December 31, 2023, Mr. Brown and Mr. Walters are vested and Mr. Thornburg and Mr. Hauk are not vested in the SJWC Cash Balance SERP.
CWC SERP Agreement
The CWC SERP Agreements are designed to supplement the executive’s retirement income by providing retirement benefits in excess of the pension benefit under the CWC Retirement Plan. If the executive meets the age and any applicable service requirements, the CWC SERP Agreements provide the covered executive with a retirement benefit equal to approximately 60 percent of the participant’s average earnings, as defined under the CWC Retirement Plan but without the compensation limit under the Code, offset by their benefit payable under the CWC Retirement Plan, and for Ms. Johnson, further offset by the benefit payable to her under the pension of a former employer.
If benefits commence prior to the executive’s attainment of age 62, benefits are reduced by four percent for each complete year by which such benefit commencement precedes the executive’s attainment of age 62. If the participant retires after attaining age 62, average earnings also include the value of cash units, restricted stock, and performance share units awarded under the CTWS 1994 (as amended and restated in 2002), 2004 or 2014 Performance Stock Programs. If the executive undergoes a “separation from service” with CWC either without cause (as defined in each participant’s employment agreement) or due to death or disability at any time before the attainment of age 62, the participant’s supplemental retirement benefit under the CWC SERP Agreement will generally be treated as if the “separation from service” occurred after the participant attained age 62 in two respects: (1) the executive’s supplemental retirement benefit will not be reduced by an early retirement factor and (2) the components of compensation used to calculate average earnings for purposes of the supplemental retirement benefit will be consistent with the components used following a “separation from service” after attaining age 62. Ms. Johnson has not attained age 62 and is fully vested in her CWC SERP Agreement benefits.
In connection with this service as President and Chief Executive Officer of CTWS prior to joining the Corporation, Mr. Thornburg accrued a benefit under a CWC SERP Agreement. Mr. Thornburg took a complete distribution of his benefit payable under the CWC Retirement Plan in 2018. Consistent with the terms of the CWC SERP, Mr. Thornburg commenced receiving his CWC SERP Agreement benefit in May, 2018.
CWC Deferred Compensation Agreement
Eligible employees have entered into deferred compensation agreements with CWC collectively referred to as the ”Deferred Compensation Plan II.” These agreements are a non-qualified plan in which only CWC senior officers and other designated members of management participate, and such individuals remain general creditors of CWC with respect to their accrued benefits under the plan until the benefits are paid. The agreements provide a lifetime benefit intended to supplement the executive’s retirement income. Deferred Compensation Plan II participants were provided the opportunity to defer up to 12% of their compensation annually, and to have the deferred compensation credited with earnings each January 1 and July 1 in an amount equal to 50 percent of the product of (i) the recent AAA Corporate Bond Yield Average published by Moody's, plus 4 percentage points and (ii) the participant’s existing deferred compensation account balance. Interest continues to be credited until the employee commences distribution. Benefits are paid in the form of a life annuity. The Deferred Compensation Plan II
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agreements are closed to new participant elective deferral contributions, but participants continue to have their accounts credited with earnings.
During his service as President and Chief Executive Officer of CTWS, Mr. Thornburg accrued a benefit under the Deferred Compensation Plan II. Under the terms of his agreement, Mr. Thornburg deferred amounts from his compensation beginning January 1, 2012 until December 31, 2016. During his employment with CTWS which ended on October 15, 2017, these elective deferral contributions were credited with earnings using the interest factor as described above. Consistent with the terms of the Deferred Compensation Plan II, Mr. Thornburg commenced receiving a life annuity under the Deferred Compensation Plan II in May, 2018 computed on the basis of a mortality table that assumes a life expectancy of age 80 years and the interest factor described above (as in effect as of the time the life annuity was calculated). Ms. Johnson is a Deferred Compensation Plan II participant and is accruing a benefit under the plan.
Non-Qualified Deferred Compensation
2017 CWC Deferred Compensation Plan
The 2017 CWC Deferred Compensation Plan (the "CWC Deferred Compensation Plan") is a non-qualified plan in which only CWC senior officers and other designated members of management may participate, and such individuals remain general creditors of CWC with respect to their accrued benefits under the plan until the benefits are paid. Eligible CWC employees may elect to defer up to 50 percent of base salary and 100 percent of cash incentive pay under the CWC Deferred Compensation Plan. The deferred amounts are credited with earnings based on the participant’s notional investments among 6 index funds and a fixed rate alternative currently crediting 2.50 percent.
During the fiscal year 2023, Mr. Walters, and Ms. Johnson participated in the CWC Deferred Compensation Plan. Mr. Walters' CWC Deferred Compensation Plan account is credited semi-annually with an amount currently equal to twelve percent of his salary and any bonus paid in the period prior to the semi-annual crediting date, contingent on Mr. Walters' continued employment with CWC through the semi-annual crediting date. Mr. Walters and Ms. Johnson are fully vested in their CWC Deferred Compensation Plan accounts.
The following tables show the deferred compensation activity for Mr. Walters and Ms. Johnson during the 2023 fiscal year attributable to the named executive officer's participation in the CWC Deferred Compensation Plan as applicable to each such named executive officer.
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distribution ($) | Aggregate Balance at Last FY ($) | ||||||||||||
| Kristen A. Johnson | 123,310 | — | 67,371 | 20,338 | 634,655 | ||||||||||||
| Andrew F. Walters | — | 82,846 | 51,260 | — | 313,227 | ||||||||||||
(1)For Ms. Johnson represents contributions made under the CWC Deferred Compensation Plan in the 2023 fiscal year
(2)Includes the amount of interest that was accrued for the 2023 fiscal year on the named executive officer's outstanding balance under the CWC Deferred Compensation Plan.
Under the CWC Deferred Compensation Plan, Ms. Johnson holds deferred units of the Corporation's common stock, as described in the following table reporting her deferred compensation activity for the 2023 fiscal year attributable to deferred shares of the Corporation's common stock awarded or credited during such year.
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| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distribution ($) | Aggregate Balance at Last FYE ($)(2) | ||||||||||||
| Kristen A. Johnson | — | 23,508 | (237,018) | — | 1,098,342 | ||||||||||||
(1)Represents (i) the $23,508 fair market value as of December 31, 2023, of the shares underlying additional deferred share units credited to her for the 2023 fiscal year as a result of the dividend equivalent rights under her assumed deferred share units and (ii) a $237,018 decrease in the fair market value of the shares underlying accumulated deferred share units since the beginning of the 2023 fiscal year.
(2)The reported aggregate balance is based on the $65.35 closing selling price of the common stock on December 29, 2023.
Risk Assessment of Compensation Policies and Practices
The Compensation Committee, with input and assistance from the Human Resources Department, annually assesses the various compensation programs, policies and practices maintained by the Corporation and its subsidiaries for the executive officers and other employees throughout the organization to determine whether any of those programs, policies and practices encourages excess risk taking that would create a material risk to the Corporation's economic viability. As part of that process for the 2023 fiscal year, in January 2023, the Compensation Committee reviewed a detailed inventory of the Corporation's compensation plans and programs prepared by the Human Resources Department summarizing the principal features of each plan, the potential risk factors (if any) associated with each plan and the mitigation factors designed to address those risks.
Based on that review and the fact that as public utilities, the Corporation's wholly-owned subsidiaries operate in a heavily regulated environment, the Compensation Committee concluded it was not reasonably likely that any of the compensation programs, policies and practices of the Corporation or its subsidiaries, whether individually or in the aggregate, would have a material adverse effect upon the Corporation. In reaching such conclusion, the Compensation Committee took into account the following factors, including factors specifically analyzed in terms of the compensation programs, policies and practices for the Corporation's executive officers:
•For most of the employee base, compensation is primarily in the form of base salary. Certain employees are also eligible to receive cash incentive compensation tied to both financial and non-financial metrics and individual performance, subject to a maximum payout.
•The compensation program for officers provides a balanced mix of cash and equity and annual and long-term incentives designed to align the interests of our officers with our long-term interests.
•We use different performance measures for our annual cash incentive programs and our long-term incentive plans, and we set performance goals that we believe are challenging but attainable without taking excessive risks.
•Under the cash incentive compensation program for officers, we use a number of different financial and operational performance measures as well as individual goals with meaningful caps on the potential pay-outs; we believe this structure mitigates any tendency for an officer to focus exclusively on the specific financial metrics.
•Each of the officers, including the named executive officers, receives equity compensation in the form of restricted stock unit awards that derive their value from the market price of the Corporation's common stock, and the value of those awards increases as the price of the common stock appreciates and stockholder value is thereby created. Accordingly, the equity component is structured to encourage long-term growth and appreciation in the value of the Corporation's business and stock price.
•The Corporation uses restricted stock unit awards (service-based and performance-based) rather than stock options because they provide varying levels of compensation as the market price of the Corporation's common stock fluctuates over time (and retain value even if the stock price declines) which should reduce the incentive for excessive risk taking. Currently, there are no outstanding stock options granted by the Corporation.
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•The Service RSU awards vest over a period of three years and this vesting element encourages the recipients of those awards to focus on sustaining the Corporation's long-term performance. The PSU awards granted in 2023 are tied to financial performance measured over three years with a payout capped at 150 or 200 percent of target shares depending on the type of PSU. Because such awards are made annually, the officers always have unvested awards outstanding that could decrease significantly in value if the business of the Corporation and its subsidiaries is not managed for the long-term.
•Pursuant to the Corporation's Clawback Policy, all executive officers will be required to repay to the Corporation up to the full amount of any incentive compensation, including PSUs, and other stock based awards, that were paid based on the financial statements that were subsequently restated.
•The Corporation maintains four tax-qualified retirement plans. Two tax-qualified retirement plans are sponsored by SJWC and provide benefits for all SJWC employees who meet minimum service requirements. One of the SJWC-sponsored plans is a defined benefit pension plan and the other is a defined contribution 401(k) plan. Employees of TWC, Inc. a wholly-owned subsidiary of the Corporation, currently participate in the SJWC-sponsored 401(k) plan and, effective January 1, 2023, are eligible to participate in the SJWC defined benefit pension plan.
Two tax-qualified retirement plans are sponsored by CWC. One is a defined contribution 401(k) plan and the other is a defined benefit pension plan. The defined contribution 401(k) plan provides benefits for all employees of CWC and MWC who meet minimum service requirements. The defined benefit plan provides benefits to employees of CWC hired prior to January 1, 2009, and employees of The Main Water Company ("MWC"), a wholly-owned subsidiary of the Corporation, formerly Aqua Maine, Inc., including Consumers Maine Water Company or related entities, hired prior to April 1, 2003. Employees of the Biddeford and Saco Water Company ("BSWC"), now employees of MWC, hired and eligible to participate before March 1, 2012, also participate in the CWC defined benefit plan. Different benefit formulas apply under the CWC defined benefit plan for CWC employees, MWC employees and BSWC employees (now MWC employees).
Each of the four plans is designed and operates in accordance with applicable federal laws that impose coverage, vesting, and funding requirements and maximum dollar limitations on the annual retirement benefit that can be accrued under such plan. The respective plan sponsors, SJWC and CWC, regularly monitor the administration, including the funding, of these plans.
•The SJWC also maintains two executive supplemental retirement plans for certain officers and other selected executives of SJWC. These plans supplement the eligible executive’s retirement benefits under the applicable tax-qualified defined benefit plan. Each eligible officer and other selected employees participate in only one of the plans. The benefit formula under each plan generally follows the applicable tax-qualified pension plan benefit formula but without application of compensation limits. Benefits payable under the supplemental retirement plan are offset by the benefits payable under the tax-qualified pension plan. Unlike the qualified retirement plan benefits, participants in these two supplemental retirement plans are general creditors of SJWC who would lose substantially all of their accrued benefits under the supplemental plans were SJWC to become insolvent.
In addition, CWC maintains amended and restated supplemental executive retirement agreements for certain executives. Under the amended and restated supplemental executive retirement agreements, an executive that meets the age and any applicable service requirements under such an agreement receives an annual retirement benefit equal to 60 percent of average earnings, as defined under the CWC defined benefit pension plan, but without application of the maximum compensation limits imposed on tax-qualified plans, offset by the benefit payable under the tax-qualified defined benefit plan and in certain instances, prior company pension benefits. The amended and restated supplement executive retirement agreements also provide for an unreduced supplemental retirement plan benefit in the event of a termination prior to attainment of age 62.
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•The Corporation has also instituted stock ownership guidelines which require the executive officers to maintain a substantial ownership interest in the Corporation. By requiring that a meaningful amount of their personal wealth be tied to long-term holdings in the Corporation's common stock, the Corporation has further aligned the executive officers' interests with those of the stockholders and mitigated the risk of excessive risk taking.
•Finally, the Corporation has adopted policies that preclude certain employees and other individuals, including officers and family members residing in the same household, from engaging in hedging or monetization transactions in the Corporation's stock such as put and call options and from pledging the Corporation's stock or holding such stock in margin accounts. Accordingly, the executive officers bear the full risk of economic loss, like any other stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or restricted stock units that will convert into such shares following the satisfaction of the applicable vesting requirements.
For the foregoing reasons, the Compensation Committee concluded that it was not reasonably likely that the overall employee compensation structure of the Corporation and its subsidiaries, as in effect in January 2023, when analyzed either in terms of its organization-wide application or its specific application to various major business units, would have any material adverse effect upon the Corporation.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President, Chief Executive Officer, and Chairman, Eric W. Thornburg ("CEO").
For fiscal year ended December 31, 2023, our last completed fiscal year:
•The median of the annual total compensation of all employees of the Corporation (other than our CEO) was $109,462, and
•The annual total compensation of our CEO, as reported in the Summary Compensation Table included earlier in this Proxy Statement, was 4,210,736.
Based on this information, the ratio of the annual total compensation of our CEO, to the median of the annual total compensation of all employees for 2023 was 38 to 1.
As required by SEC rules, the Corporation is required to identify the median employee every three years to determine the median of the annual total compensation of all employees.
We took the following steps to identify the median employee in 2023:
•Whereas we had previously selected November 30, 2020, as the date on which we identified the “median employee,” this year we selected October 31, 2023 because it enabled us to make such identification in a reasonably efficient and economical manner.
•We determined that, as of October 31, 2023, our employee population consisted of approximately 806 individuals, not including the CEO, with all of these individuals located in the United States. This population consisted of our full-time, part-time, temporary and seasonal employees.
•To identify the “median employee” from our employee population, we compared the amount of salary, wages, and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. We excluded equity awards and bonus payments from our compensation measure because we did not widely distribute such awards and bonus payments to our employees. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.
We combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $109,462.
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Pay versus Performance Table
The following table sets forth information concerning: (1) the compensation of our President, Chief Executive Officer, and Chairman of the Board, Eric W. Thornburg and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” of "CAP" to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Diluted EPS over such years in accordance with SEC rules, performance for each such fiscal year:
| Year | Summary Compensation Table Total for Mr. Thornburg ($) | Compensation Actually Paid to Mr. Thornburg ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | Net Income (thousands)($) | Adjusted Diluted EPS ($)(4) | |||||||||||||||||||
| Total Shareholder Return ($) | S&P 1000 Utilities Index Total Shareholder Return ($)(3) | |||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||
(1)The following individuals are our other Named Executive Officers for each fiscal year:
| Year | CEO | Non-CEO NEOs | ||||||
2023 | Willie Brown, Bruce Hauk, Kristen Johnson, and Andrew Walters | |||||||
2022 | Andrew Gere, Bruce Hauk, Kristen Johnson, James Lynch, Andrew Walters, and Maureen Westbrook | |||||||
2021 | Andrew Gere, James Lynch, Andrew Walters, and Maureen Westbrook | |||||||
| 2020 | Andrew Gere, James Lynch, Suzy Papazian, and Andrew Walters | |||||||
(2)Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||
| Adjustments | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | |||||||||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | |||||||||||||||||||||||||||||
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | |||||||||||||||||||||||||||||
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2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||
| Adjustments | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | |||||||||||||||||||||
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | ( | ( | ( | ||||||||||||||||||||||||||
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | |||||||||||||||||||||||||||||
| Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | |||||||||||||||||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Non qualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | |||||||||||||||||||||||||||||
| Increase for Above-Market or Preferential Earnings on Deferred Compensation that is not Tax Qualified | |||||||||||||||||||||||||||||
| TOTAL ADJUSTMENTS | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
(3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1000 Utilities Index is the same index we use in our relative TSR plan to help determine compensation for our named executive officers and is described as such in the Compensation Discussion and Analysis section.
(4)Adjusted Diluted EPS is a non-GAAP measure. Adjusted Diluted EPS is defined as income available to common stockholders, adjusted for certain compensation-related items, and non-recurring items such as merger-related costs, divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with deferred restricted common stock awards under SJW Group’s Long-Term Incentive Plan and shares potentially issuable under the Employee Stock Purchase Plan. Refer to Appendix B of this Proxy Statement for a reconciliation to the most directly comparable GAAP measure.
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Narrative Disclosure to Pay Versus Performance Table
Relationship between Financial Performance Measures
The line graphs below compare: (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining named executive officers, with (ii) our cumulative TSR, (iii) Comparator Group TSR, (iv) our Net Income, and (v) our Adjusted Diluted EPS, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
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Pay Versus Performance Tabular List
The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers to performance for the fiscal year ended December 31, 2023:
•Adjusted diluted EPS;
•Capital additions;
•Customer satisfaction;
•Employee engagement and satisfaction;
•Environmental leadership – water quality;
•Return on equity; and
•rTSR percentile positioning.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2023, with respect to the shares of the Corporation's common stock that may be issued under the Corporation's equity compensation plans:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column A) | ||||||||||||||||||||||||||
Equity Compensation Plans Approved by Stockholders (1) | 150,704 | (2) | — | (3) | 1,636,979 | (4)(5) | |||||||||||||||||||||||
Equity Compensation Plans Not Approved by Stockholders (6) | N/A | N/A | — | ||||||||||||||||||||||||||
| Total | 150,704 | (2) | — | (3) | 1,636,979 | (4)(5) | |||||||||||||||||||||||
(1)Consists of the Corporation's 2013 Long-Term Incentive Plan that was superseded by the 2023 Long-Term Incentive Plan, and the 2014 Employee Stock Purchase Plan that was superseded by the 2023 Employee Stock Purchase Plan. No future awards will be granted under the superseded plans, and the outstanding awards under such plans will survive in accordance with their respective terms.
(2)Includes 150,704 shares of common stock underlying deferred stock awards and restricted stock units that will entitle each holder to the issuance of one share of common stock for each deferred share or restricted stock unit that vests following the applicable performance-vesting or service-vesting requirements, consisting of 140,304 shares from the 2013 Long-Term Incentive Plan and 10,400 shares from the 2023 Long-Term Incentive Plan. Excludes outstanding purchase rights under the 2014 and 2023 Employee Stock Purchase Plans. Excludes restricted stock units and deferred stock unit awards assumed by SJW Group in connection with the Merger. As of December 31, 2023, a total of 20,811 shares of common stock were issuable under such assumed awards of which 2,671 shares were subject to unvested restricted stock units and 18,140 shares were subject to vested restricted stock units that will be issued in accordance with the participant’s deferral election. No additional awards may be granted under those assumed arrangements.
(3)Calculated without taking into account the 150,704 shares of common stock subject to outstanding deferred stock awards or restricted stock units that will become issuable upon or following the vesting of those awards or units, without any cash consideration or other payment required for such shares.
(4)Consists of 1,136,979 shares of common stock available for issuance under the 2023 Long-Term Incentive Plans and 500,000 shares of common stock available for issuance under the 2023 Employee Stock Purchase Plans.
(5)The shares under the 2023 Long-Term Incentive Plan may be issued pursuant to stock option grants, stock appreciation rights, restricted stock or restricted stock unit awards, performance shares, dividend equivalent rights, and stock bonuses.
(6)The Corporation does not have any outstanding equity compensation plans which are not approved by stockholders.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was at any time during the 2023 fiscal year, or at any other time, an officer or employee of the Corporation or any of its subsidiaries. No executive officer of the Corporation served during the 2023 fiscal year as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving as a member of the Corporation's Board or the Compensation Committee. Messrs. Landis and More and Mses. Hunt, and Klein served on the Compensation Committee during the 2023 fiscal year. None of the Compensation Committee members had a relationship requiring disclosure under Item 404 of Regulation S-K.
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Employment Agreements, Termination of Employment and Change in Control Arrangements
Mr. Thornburg's Employment Agreement: In September 2017, the Corporation entered into an employment agreement pursuant to which Mr. Thornburg agreed to serve as the President and Chief Executive Officer effective November 6, 2017. The agreement was amended on December 31, 2019, and the material terms of such agreement, as amended, are summarized below:
•Mr. Thornburg's annual base salary for the 2017 and 2018 calendar years was established at $700,000.
•Pursuant to the December 31, 2019 amendment to his employment agreement, Mr. Thornburg's target annual incentive cash compensation shall be no less than 75 percent of his base salary starting with the 2020 fiscal year.
•Mr. Thornburg received a sign-on cash bonus in the amount of $310,000 in the first quarter of 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.
•Mr. Thornburg is eligible to receive enhanced severance benefits under the Executive Severance Plan (but not a tax gross-up as described below) and enhanced retirement benefits under the SJWC Cash Balance SERP.
•Mr. Thornburg is entitled to severance benefits upon an involuntary termination (under certain circumstances where he is not eligible for benefits under the Executive Severance Plan) in an amount equal to the sum of (i) (A) two times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs on or prior to December 31, 2019, or (B) one times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs after December 31, 2019, and (ii) his annual bonus for the year of termination based on actual performance, pro-rated for the number of days of employment during the year of termination.
•If any payments or benefits payable to Mr. Thornburg would become subject to excise tax under Section 4999 of the Code, then such payments and benefits will be subject to reduction if such reduction would provide him with a greater after-tax benefit.
•Mr. Thornburg's compensation is subject to clawback in accordance with applicable laws and regulations.
•Mr. Thornburg was reimbursed for reasonable temporary housing expenses in the San Jose area (for up to 12 months) and reasonable moving and travel expenses incurred in connection with his relocation to the San Jose area. Mr. Thornburg is also eligible to receive a company-provided motor vehicle and maintenance thereof and the same perquisites as the other senior executive officers of the Corporation. In addition, effective January 1, 2018, Mr. Thornburg is entitled to reimbursement for reasonable business-related personal expenses approved by the Chair of the Compensation Committee.
•Equity awards under the agreement include the following:
◦Three initial restricted stock unit awards granted in January 2018, covering an aggregate of 12,424 shares, of which, 6,716 are fully vested and the remaining units did not vest under the terms of such awards; and
◦A special grant of restricted stock units on November 6, 2017, covering 14,552 shares that are fully vested. This special grant was in recognition of the value of unvested equity awards that were forfeited by Mr. Thornburg in light of his move to the Corporation.
Ms. Johnson’s Employment Agreement: Prior to the closing date of the Merger between the Corporation and CTWS (the "Merger") on October 9, 2019 (the "Closing Date"), Ms. Johnson had entered into an employment agreement with CTWS and CWC that became effective at the closing of the Merger for a continuously renewing period of three years (the “Johnson Employment Agreement”).
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Under the Johnson Employment Agreement, Ms. Johnson was entitled to certain compensation and benefits for services to CTWS and severance benefits covering a three-year period payable upon an involuntary termination.
The Compensation Committee and the CTWS board of directors approved the amendment and restatement of the Johnson Employment Agreement effective as of November 1, 2019, to establish Ms. Johnson’s compensation and benefits for her continued service to the Corporation following the Merger; her severance benefits were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger.
The material terms of the amended and restated Johnson Employment Agreement dated October 9, 2019, as amended through November 1, 2019, are as follows:
i.A continuously renewing three-year term commencing with the Closing Date until Ms. Johnson’s attainment of age 65 (the “Term”);
ii.A base salary of no less than $375,000;
iii.Annual cash incentive compensation based on level of attainment of established performance goals with a target of 35% of base salary for 2020;
iv.Commencing in 2020, an annual RSU grant covering a target number of shares of the Corporation’s common stock equal to at least $136,000 divided by the closing price on the grant date, each such award being in the form of service-vesting RSUs that vest based on Ms. Johnson’s continued service and/or performance-based RSUs that vest based on achievement of performance goals, as determined by the Compensation Committee, and Ms. Johnson’s continued service;
v.Severance payments and benefits upon a termination without cause or due to disability, or resignation for good reason, subject to her execution of a release of claims, that were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger as follows:
•An amount equal to three times base salary and target annual cash incentive compensation for the year of termination, with such amount paid in 36 equal monthly installments;
•Full vesting of all CTWS incentive awards assumed by the Corporation in the Merger;
•An amount equal to the aggregate contributions to any defined contribution retirement plan that would have been made (plus earnings thereon) as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date;
•Interest equivalent deferrals under the Deferred Compensation Plan II as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date;
•Enhanced retirement benefits, as described in the amended and restated Johnson Employment Agreement:
•An amount equal to discounted present value of the additional pension benefits that would have been payable under the CTWS Retirement Plan, and any supplemental defined benefit plan that may then be in effect, if Ms. Johnson had remained employed for a period of 3 years, such amount payable in a lump sum on the second anniversary of the termination date;
•An amount equal to 3 times the annual contributions for life, health, disability, and similar welfare plans and perquisites payable in a lump sum on the first day of the month following termination or such later date as required for compliance with Code Section 409A;
•Reimbursement for reasonable legal or accounting fees and expenses incurred by Ms. Johnson to obtain or enforce any right or benefit provided to her under the amended and restated Johnson Employment Agreement;
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•Reasonable outplacement services for a period of up to one year; and
•If her termination is due to her disability, benefits payable in accordance with any disability plan maintained by CWC, for which she is eligible.
The severance payments for Ms. Johnson under the Johnson Employment Agreement are generally the same whether her qualifying termination occurs in connection with, or without, a change in control.
Ms. Johnson is a party to a CWC SERP Agreement, under which she will be entitled to additional retirement income determined under the CWC Retirement Plan but without the compensation limit under the Code, offset by the benefit actually payable under the CWC Retirement Plan and a prior employer's defined benefit plan, subject to an early retirement reduction for a separation from service prior to attainment of age 62. In the event of a separation from service either without cause (as defined in Ms. Johnson’s employment agreement) or due to death or disability at any time before the attainment of age 62, the supplemental retirement benefit under the CWC SERP Agreement will generally be treated as separation from service that occurred after the participant attained age 62 in two respects: (1) the supplemental retirement benefit will not be reduced by an early retirement factor and (2) the components of compensation used to calculate average earnings for purposes of the supplemental retirement benefit will be consistent with the components used following a “separation from service” after attaining age 62. Ms. Johnson has not attained age 62.
Executive Severance Plan: Officers of the Corporation or its subsidiaries (other than officers who are CTWS employees or employees of any of CTWS' subsidiaries, unless specifically designated for participation by the Compensation Committee) who are serving in such capacity at the time of a change in control ("CIC") of the Corporation may become entitled to severance benefits under the Corporation's Executive Severance Plan if their employment terminates under certain circumstances in connection with such CIC.
Accordingly, should (a) such officer's employment be terminated by the Corporation for any reason other than good cause, as defined in the Executive Severance Plan, after the Corporation enters into an agreement to effect the CIC but before such agreement is terminated or prior to the expiration of a 24-month period following the effective date of the CIC, or (b) they resign for good reason (as defined in such plan) within the 24-month period following the effective date of the CIC (the "CIC Protection Period"), then (i) such officer will be entitled to a cash severance benefit consisting of three times the sum of the annual base salary and target annual cash incentive compensation, as in effect for the fiscal year of such cessation of employee status or, if higher, as in effect immediately before the CIC, (ii) for Mr. Thornburg, also an amount equal to the annual bonus for the year of termination based on actual performance, pro-rated for the number of days of employment during the year of termination, (iii) their outstanding stock options will immediately vest and other equity awards may immediately vest in accordance with the terms of the award agreements, (iv) they will be reimbursed for the cost of COBRA continuation coverage under the company's group health care plans for the officer, their spouse, and eligible dependents until the earlier of (x) the date of the last annual installment of their cash severance benefit or (y) the first date on which the officer is covered under another employer's health benefit program without exclusion for any pre-existing medical condition, and (v) they will be deemed to be three years older and be given three additional years of service for purposes of calculating their pension benefit under the SJWC Cash Balance SERP (the "Enhanced Pension Benefit").
If an officer, other than Mr. Thornburg and an officer who commences participation in the plan after October 26, 2022, qualifies for benefits under the Executive Severance Plan and any payment made in connection with a CIC or the subsequent termination of the officer's employment becomes subject to an excise tax under Section 4999 of the Code (the "Excise Tax"), then such payment or benefit will be grossed-up to ensure that such officer does not incur any out-of-pocket cost with respect to such Excise Tax, and such officer will accordingly receive the same net after-tax benefit they would have received had no Excise Tax been imposed. Pursuant to the terms of Mr. Thornburg’s employment agreement, if any compensation payments, including payments under the Executive Severance Plan, would become subject to the Excise Tax, the payments may be reduced if such reduction would provide him with a greater net after-tax benefit.
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The benefits payable under the Executive Severance Plan are conditioned upon the named executive officer's execution of a general release of all employment-related claims against the Corporation and a non-solicitation covenant pursuant to which such officer may not induce any representative, agent or employee to terminate their employment or service relationship with the Corporation.
For purposes of the various payments and benefits which may be triggered under the Executive Severance Plan in connection with a CIC, the following transactions will be deemed to constitute a CIC event:
•A merger, consolidation or other reorganization, unless 50 percent or more of the outstanding voting power of the successor entity is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction;
•A sale of all or substantially all of the Corporation's assets, unless 50 percent or more of the outstanding voting power of the acquiring entity or parent thereof is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction;
•Certain changes in the composition of the Corporation's Board; or
•The acquisition of the Corporation's outstanding securities by any person so as to make that person the beneficial owner of securities representing 30 percent or more of the total combined voting power of the Corporation's outstanding securities.
Messrs. Thornburg, Walters, Brown and Hauk participate in the Executive Severance Plan. Ms. Johnson does not participate in the Executive Severance Plan.
Accelerated Vesting of Equity Awards: The Service RSU awards granted to the named executive officers vest in full on a CIC if they are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will continue to vest over the service period subject to vesting in full on a termination without good cause or resignation for good reason during the 24-month period following the effective date of the CIC. The awards also vest in full on termination by reason of death or permanent disability during the vesting period even if there is no CIC.
The PSU awards granted to the named executive officers will vest with respect to the target number of shares on a CIC if the awards are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will vest at target level at the end of the performance period or an earlier termination without good cause or resignation for good reason or by reason of death or permanent disability following the CIC. The awards also vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability other than in connection with a CIC.
Potential Payments Upon Termination, Other Than for Ms. Johnson: The potential payments that each named executive officer, other than Ms. Johnson, would receive upon (i) a qualifying termination with a CIC, (ii) a qualifying termination without a CIC, and (iii) upon a CIC are described below.
Potential Payments Upon Termination with a CIC: The table below indicates the potential payments that each named executive officer, other than Ms. Johnson, would receive upon a qualifying termination following a CIC. The potential payments to the executive officers shown in the table below are based upon the following assumptions:
i.There is a qualifying termination of employment on December 31, 2023; and
ii.The CIC is assumed to have occurred on December 31, 2023 at a price per share payable to the holders of the Corporation's common stock equal to $65.35 per share, the closing selling price of such common stock on December 29, 2023, the last trading day in the 2023 fiscal year.
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| Name | Cash Severance Payment ($)(1) | Present Value of Enhanced Pension Benefit ($)(2) | Estimated Value of Reimbursed COBRA Continuation Health Care Coverage ($) | Accelerated Vesting of Restricted Stock Unit Awards ($)(3) | Excise Tax Gross-Up ($)(4) | Total ($) | |||||||||||||||||
| Eric W. Thornburg (5) | 5,906,061 | 3,236,290 | 59,163 | 2,959,179 | — | 12,160,693 | |||||||||||||||||
| Andrew F. Walters | 2,227,500 | — | (6) | 106,505 | 550,835 | 1,460,976 | 4,345,816 | ||||||||||||||||
Willie Brown | 1,644,300 | 142,010 | 85,028 | 446,210 | 1,305,240 | 3,622,788 | |||||||||||||||||
| Bruce A. Hauk | 2,175,000 | 72,244 | 155,752 | 615,598 | 1,554,404 | 4,572,998 | |||||||||||||||||
(1)Represents for Mr. Thornburg, three times Mr. Thornburg's annual salary of $874,000, plus three times his target annual cash incentive compensation of $786,600, plus his annual cash incentive for the 2023 fiscal year, based on actual performance of $924,261; for Mr. Walters, three times Mr. Walters' annual salary of $495,000 plus three times his target annual cash incentive compensation of $247,500; for Mr. Brown, three times Mr. Brown's annual salary of $406,000 plus three times his target annual cash incentive compensation of $142,100; and for Mr. Hauk, three times Mr. Hauk’s annual salary of $500,000 plus three times his target annual cash incentive compensation of $225,000.
(2)Represents the present value of the Enhanced Pension Benefit described above. The actuarial and economic assumptions used above to value the pension plan benefits under plans of employees of SJWC and CWC are summarized in the Pension Benefits section in this Proxy Statement.
(3)Represents the value of the accelerated vesting of unvested restricted stock unit awards. As described above, if the awards are assumed, replaced or otherwise continued in connection with a CIC, then the unvested Service RSU awards vest in full on a qualifying termination occurring during the CIC Protection Period and the PSU awards vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period.
All reported dollar values in this column are based on the $65.35 closing selling price per share of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year and include Service RSU and PSU awards for each named executive officer.
(4)For executive officers other than Mr. Thornburg, calculated based on (i) W-2 wages for the five-year period 2018 through 2022, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%), and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2023 CIC/separation from service date.
(5)As discussed above, Mr. Thornburg is not entitled to receive a tax gross-up under the Executive Severance Plan. However, if any payments or benefits payable to him would become subject to the excise tax under Section 4999 of the Code, such payments and benefits will be reduced if such reduction would provide him with a greater after-tax benefit. The total amount shown for Mr. Thornburg has not been reduced, as he would have a greater benefit on a net after-tax basis if paid the full amount owed. This determination is based on calculations using (i) W-2 wages for the five-year period 2018 through 2022, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%), and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2023 CIC/separation from service date.
(6)There would be no enhancement to Mr. Walters' benefits under the SJWC Cash Balance SERP, whether in the form of additional compensation credits or contributions or additional years of service credit, triggered by the CIC event or the termination of his employment in connection therewith.
Potential Payments Upon Termination without a CIC: The table below indicates the potential payments that Mr. Thornburg would receive upon a qualifying termination without a CIC on December 31, 2023, based on actual performance for fiscal year 2023. Messrs. Brown, Hauk, and Walters are not eligible to receive payments under the Executive Severance Plan upon a qualifying termination without a CIC, other than the vesting of service and performance-based awards, in accordance with the terms of those awards and as described below.
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| Name | Annual Base Salary ($) | Target annual cash compensation ($) | Annual Cash Incentive ($) | Total Service-Based Awards and Performance-Based Awards ($) | Total ($) | |||||||||||||||
Eric W. Thornburg | 874,000 | 786,600 | 924,261 | 1,936,321 | 4,521,182 | |||||||||||||||
| Andrew F. Walters | — | — | — | 383,300 | 383,300 | |||||||||||||||
| Willie Brown | — | — | — | 316,294 | 316,294 | |||||||||||||||
| Bruce A. Hauk | — | — | — | 469,040 | 469,040 | |||||||||||||||
As described above in the section titled “Accelerated Vesting of Equity Awards,” the unvested Service RSU awards vest in full on a termination by reason of death or permanent disability and the PSU awards vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability during the performance period. The payout values included in the table above for each named executive officer's service-based awards and performance-based awards assume (i) a qualifying termination on December 31, 2023, other than in connection with a CIC, and (ii) actual performance under the performance-based awards was at target level. All reported dollar values are based on the $65.35 closing selling price per share of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year.
Potential Payments Upon a CIC: In the event of a CIC without termination where equity awards are not assumed, replaced or otherwise continued, the named executive officers would potentially be entitled to acceleration of their restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but would not be entitled to the other potential payments listed in such table.
Potential Payments to Ms. Johnson upon Termination with a CIC: The table below indicates the potential payments that Ms. Johnson would receive upon a qualifying termination following a CIC. The potential payments shown in the table below are based upon the following assumptions:
i.There is a qualifying termination of Ms. Johnson’s employment on December 31, 2023; and
ii.The CIC is assumed to have occurred on December 31, 2023 at a price per share payable to the holders of the Corporation's common stock equal to $65.35 per share, the closing selling price of such common stock on December 29, 2023, the last trading day in the 2023 fiscal year.
| Name | Cash Severance Payment ($)(1) | Qualified Plan Contributions ($)(2) | Interest Equivalent on Deferred Compensation Amounts ($)(3) | Additional Retirement Benefits ($)(4) | Accelerated Vesting of Restricted Stock Unit Awards (5) | Health & Welfare Benefits & Reasonable Outplacement Services ($)(6) | Total ($) | ||||||||||||||||
| Kristen A. Johnson | 1,984,500 | 48,534 | 34,317 | 882,227 | 440,982 | 102,602 | 3,493,162 | ||||||||||||||||
(1)Represents three times Ms. Johnson’s annual salary of $490,000 plus three times her target annual cash incentive compensation of $171,500 with such amount payable in 36 equal monthly installments.
(2)Represents employer contributions to the Savings Plan of Connecticut Water Company, plus related earnings, as if Ms. Johnson, had continued to be employed through the third anniversary of her termination of employment.
(3)Represents interest Ms. Johnson would have received under the Deferred Compensation Plan II as if she had continued to be employed through the third anniversary of the termination of her employment.
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(4)Represents an estimate of the additional pension benefits under the CWC Retirement Plan and the CWC SERP Agreements that Ms. Johnson would have accrued had she continued to be employed through the third anniversary of her termination of employment.
(5)Represents the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards. All reported dollar values in this column are based on the $65.35 closing price per share of the Corporation's common stock on December 29, 2023, the last trading day in the fiscal year. In the event Ms. Johnson experiences a qualifying termination following a CIC in which her unvested restricted stock units are assumed, replaced or otherwise continued, then her unvested Service RSU awards would vest in full on a qualifying termination occurring during 24-month period following the effective date of the CIC and her PSU awards would vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period.
(6)Represents CWC’s contributions on behalf of Ms. Johnson for coverage under CWC’s health and welfare benefit plans as if Ms. Johnson had continued employment through the third anniversary of her termination of employment and $25,000 of outplacement services.
Potential Payments to Ms. Johnson Upon Termination without a CIC: In the event of a qualifying termination on December 31, 2023, other than in connection with a CIC, Ms. Johnson would be entitled to the same severance payments and benefits as if Ms. Johnson was terminated in connection with a CIC set forth in the table above, except that the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards would be $311,066 (based on the vesting of her restricted stock unit awards as described in the section above titled “Accelerated Vesting of Equity Awards”). Accordingly, the total severance benefits would be $3,363,246.
Potential Payments to Ms. Johnson Upon a CIC: In the event of a CIC without termination, where Ms. Johnson’s equity awards were not assumed, replaced or otherwise continued, Ms. Johnson would potentially be entitled to acceleration of her restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but Ms. Johnson would not be entitled to the other potential payments listed in such table.
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COMMITTEE REPORTS
The following reports of the Audit Committee and the Executive Compensation Committee shall not be deemed incorporated by reference into any previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, nor are such reports to be incorporated by reference into any future filings.
Annual Report of the Audit Committee
In connection with the audited consolidated financial statements for the year ended December 31, 2023, the Audit Committee (1) reviewed and discussed the audited consolidated financial statements of the Corporation and its subsidiaries with management and the independent accountants, (2) discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 1301 Communications with Audit Committees, and (3) received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding an independent registered public accounting firm's communications with the Audit Committee concerning independence and non-audit services, and has discussed with the independent registered public accounting firm its independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Corporation and its subsidiaries be included in the SJW Group Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.
Audit Committee
Daniel B. More, Committee Chair
Mary Ann Hanley
Denise L. Kruger
Carol P. Wallace
Annual Report of the Executive Compensation Committee
The Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K contained in this Proxy Statement with management, and based on such review and such discussions, the Executive Compensation Committee recommended to the Board that the Compensation Discussion and Analysis, as contained herein, be included in this Proxy Statement.
Executive Compensation Committee
Gregory P. Landis, Committee Chair
Heather Hunt
Rebecca A. Klein
Daniel B. More
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 2023, there have been no transactions and there are no currently proposed transactions in which the Corporation was or is a participant and the amount involved exceeds $120,000 and in which any related person (as defined under Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest.
The Audit Committee reviews related party transactions as such term is defined under Item 404(a) of Regulation S-K pursuant to the Audit Committee Charter. The Audit Committee evaluates all such transactions and determines whether or not it serves the best interest of the Corporation and its stockholders and whether the relationship should be continued or eliminated. In addition, the Corporation has a written Related Party Transactions Policy which provides that any request for review submitted to the Audit Committee must describe the material terms of the proposed transaction and the related party's interest. Such policy further provides that when review of a related party transaction is required between regular Audit Committee meetings, the Audit Committee may do so at a special telephonic committee meeting or by written consent, including by email.
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING
Stockholder proposals intended to be included in the Corporation’s proxy materials for next year's annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act must comply with all applicable SEC rules and regulations, and be received by the Corporation by December 27, 2024.
In addition, for a stockholder proposal (not submitted pursuant to SEC Rule 14a-8 for inclusion in the proxy materials) or any stockholder nomination to be properly brought before next year’s annual meeting by a stockholder, the stockholder must comply with the advance notice and other applicable provisions in our Bylaws. In general, for a stockholder proposal or nomination to be timely under such advance notice provision, the proposal or nomination must be received by the Secretary of the Corporation at the Corporation’s principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of this year's annual meeting date. As a result, for next year’s annual meeting of stockholders, such notice must be received not earlier than February 20, 2025 nor later than March 22, 2025.
In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must also comply with all applicable requirements of Rule 14a-19 under the Exchange Act. The advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirement under our Bylaws.
OTHER MATTERS
The Board is not aware of any matters to be presented for stockholder action at the Annual Meeting other than as set forth herein. If any other matters are properly brought before the Annual Meeting or any adjournment or postponement thereof, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment. Whether or not you intend to be present at the Annual Meeting, you are urged to vote via the internet, telephone, or by completing, signing and returning your proxy card promptly.
BY ORDER OF THE BOARD OF DIRECTORS
Marisa Joss
Deputy General Counsel and Corporate Secretary
San Jose, California
April 26, 2024
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APPENDIX A
SJW GROUP
RESTATED CERTIFICATE OF INCORPORATION
SJW Group, a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:
1.The name of the corporation is SJW Group. The name under which it was originally incorporated was SJW Corp. The date of filing of its original Certificate of Incorporation was February 8, 1985.
2.The corporation’s Board of Directors has duly adopted this Restated Certificate of Incorporation in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation only restates and integrates and does not further amend (except as permitted under Section 242(d)(1)(A) of the General Corporation Law of the State of Delaware) the provisions of the corporation’s Certificate of Incorporation, as theretofore amended or supplemented or restated, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
3.The text of the corporation’s Certificate of Incorporation, as heretofore amended or supplemented, is hereby restated in its entirety to read as follows:
ARTICLE I
The name of the corporation is SJW Group (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV
The total number of shares of stock that the Corporation shall have authority to issue is 71,000,000, consisting of the following:
70,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.
1,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the
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resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V
The number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.
Vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next succeeding annual meeting of stockholders and until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal.
ARTICLE VI
Except as otherwise provided in the Bylaws, the Bylaws may be amended or repealed or new Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote generally in the election of directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
ARTICLE VII
Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VIII
Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided that directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.
ARTICLE IX
In the election of directors, each holder of shares of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.
ARTICLE X
Special meetings of the stockholders may be called at any time by the Chairman of the Board, by the President, by resolution of the Board of Directors adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), or by stockholders holding not less than twenty percent (20%) of the voting power of the Corporation on the record date established pursuant to the Bylaws of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board.
ARTICLE XI
To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
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The Corporation shall have the power to indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or his or her intestate is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.
Neither any amendment nor repeal of this Article XI, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of the Corporation inconsistent with this Article XI, shall eliminate or reduce the effect of this Article XI in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but for this Article XI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE XII
Except as provided in Article XI above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE XIII
a.Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
b.Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder (in each case, as amended from time to time), shall be the federal district courts of the United States; provided, however, that if the foregoing provisions of this clause (b) of Article XIII are, or the application of such provisions to any person or any circumstance is, deemed to be illegal, invalid or unenforceable, then the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time) shall be the Court of Chancery of the State of Delaware.
c.Notwithstanding anything to the contrary in this Certificate of Incorporation, the foregoing provisions of this Article XIII shall not apply to any claim seeking to enforce any liability, obligation or duty created by the Exchange Act to the extent such application would be contrary to law.
IN WITNESS WHEREOF, SJW Group has caused this Restated Certificate of
Incorporation to be executed on its behalf this [●] day of [●], 2024.
SJW GROUP | ||
By_____________ | ||
Name: | ||
| Title: | ||
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APPENDIX A
Reconciliation of SJW Group GAAP to Non-GAAP Financial Measures | ||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
| 2023 | 2022 | 2021 | 2020 | |||||||||||
| Net Income (GAAP financial measure) | $ | 84,987 | $ | 73,828 | $ | 60,478 | $ | 61,515 | ||||||
| Adjustments: | ||||||||||||||
| Compensation-related items | 4,574 | 3,603 | 3,217 | 3,154 | ||||||||||
| Gain on sale of assets | (1,381) | (5,557) | (10,032) | (835) | ||||||||||
| Change in fair value of equity investments | (693) | — | — | — | ||||||||||
| Impairment of long-lived asset | — | — | 1,942 | — | ||||||||||
| Items of income, costs and expenses of acquisitions | (182) | 202 | 116 | 444 | ||||||||||
| Adjusted income (Non-GAAP financial measure) | $ | 87,305 | $ | 72,076 | $ | 55,722 | $ | 64,278 | ||||||
| Net income per common share (GAAP financial measure): | ||||||||||||||
| Basic | $ | 2.69 | $ | 2.44 | $ | 2.04 | $ | 2.16 | ||||||
| Diluted | $ | 2.68 | $ | 2.43 | $ | 2.03 | $ | 2.14 | ||||||
| Adjusted diluted income per common share (Non-GAAP financial measure): | $ | 2.76 | $ | 2.37 | $ | 1.87 | $ | 2.24 | ||||||
| Average common shares outstanding: | ||||||||||||||
| Basic | 31,575 | 30,305 | 29,601 | 28,522 | ||||||||||
| Diluted | 31,663 | 30,424 | 29,736 | 28,695 | ||||||||||
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SJW GROUP
ANNUAL MEETING OF STOCKHOLDERS
June 20, 2024
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Annual Meeting of Stockholders to be held on June 20, 2024, and appoints Eric W. Thornburg and Andrew F. Walters, or either of them, the proxy of the undersigned, with full power of substitution, to vote all shares of Common Stock of SJW Group that the undersigned is entitled to vote, either on their own behalf or on behalf of an entity or entities, at the Annual Meeting of Stockholders of SJW Group to be held on June 20, 2024 at 2:00 PM Eastern Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could have if personally present thereat.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THEN THIS PROXY WILL BE VOTED "FOR" EACH OF THE NINE NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND "FOR" PROPOSALS 2, 3, 4 AND 5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
SJW GROUP
June 20, 2024
| PROXY VOTING INSTRUCTIONS | ||
INTERNET - Access “www.voteproxy.com” and follow the instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. | ||
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United states or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. | ||
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. | ||
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. | ||
| COMPANY NUMBER | |||||
| ACCOUNT NUMBER | |||||
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Form of Proxy and the Annual Report for the year ended on December 31, 2023, are available at https://www.astproxyportal.com/ast/13455 | ||
i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i | ||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NINE NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND "FOR" PROPOSALS 2, 3, 4 AND 5. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x | ||
The Board of Directors recommends you vote FOR each of the following director nominees: | |||||||||||||||||
| 1. ELECTION OF DIRECTORS | |||||||||||||||||
| Nominees: | |||||||||||||||||
| For | Against | Abstain | |||||||||||||||
| 1a. | C. Guardino | o | o | o | |||||||||||||
| 1b. | M. Hanley | o | o | o | |||||||||||||
| 1c. | H. Hunt | o | o | o | |||||||||||||
| 1d. | R. A. Klein | o | o | o | |||||||||||||
1e. | D. L. Kruger | o | o | o | |||||||||||||
1f. | G. P. Landis | o | o | o | |||||||||||||
1g. | D. B. More | o | o | o | |||||||||||||
1h. | E. W. Thornburg | o | o | o | |||||||||||||
1i. | C. P. Wallace | o | o | o | |||||||||||||
The Board of Directors recommends you vote FOR the following proposals:
| For | Against | Abstain | ||||||||||||||||||||||||
2. To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the accompanying proxy statement; | o | o | o | |||||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||||||||
3.To approve an Amendment of the Company's Certificate of Incorporation to Permit Officer Exculpation; | o | o | o | |||||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||||||||
4. To approve an Amendment of the Company's Certificate of Incorporation to Adopt a Federal Forum Selection Provision; and | o | o | o | |||||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||||||||
5. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2024. | o | o | o | |||||||||||||||||||||||
NOTE: Act upon such other business as may properly come before the Annual Meeting or any adjournment of postponement thereof. | ||||||||||||||||||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | ||||
| MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. | o | ||||
| Signature of Stockholder | Date: | Signature of Stockholder | Date: | |||||||||||||||||||||||
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | |||||||||||||||||||||||||