8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2022

SJW Group

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-8966	77-0066628
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

110 W. Taylor Street

San Jose, California 95110

(Address of principal executive offices, including zip code)

(408) 279-7800

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common Stock, par value $0.001 per share	SJW	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2022, the Board of Directors (the “Board”) of SJW Group (the “Company”), appointed Andrew F. Walters as the Chief Financial Officer and Treasurer of the Company and James P. Lynch as the Chief Accounting Officer of the Company, effective immediately. Prior to such appointments, Mr. Walters served as Chief Corporate Development Officer and Integration Executive and Mr. Lynch served as the Chief Financial Officer and Treasurer of the Company. Mr. Walters has also been appointed as the Chief Financial Officer and Treasurer of San Jose Water Company (“SJWC”), SJW Land Company, and SJWTX, Inc., Treasurer of SJWTX Holdings, Inc. and Vice President and Treasurer of SJWNE LLC. Mr. Lynch has also been appointed as the Chief Accounting Officer of SJWC and SJW Land Company.

Mr. Walters, age 51, has been the Chief Corporate Development Officer and Integration Executive of the Company since November 2019 and previously served as Chief Administrative Officer of SJWC since January 31, 2014. Mr. Walters has also served the Vice President of Business Planning of Connecticut Water Service, Inc. and The Connecticut Water Company since November 7, 2019. Prior to joining SJWC, Mr. Walters was a managing director and a senior acquisitions officer in the Infrastructure Investments Group of JP Morgan Asset Management from January 2009 to June 2013.

Mr. Lynch, age 62, has served as Chief Financial Officer and Treasurer of the Company since October 2010. He also served as Chief Financial Officer and Treasurer of SJWC, SJW Land Company, and SJWTX, Inc. and Vice President and Treasurer of SJWNE LLC. Mr. Lynch served as Chief Financial Officer and Treasurer of Texas Water Alliance Limited from October 2010 until November 16, 2017. Prior to joining the Company, Mr. Lynch was an Audit Partner with KPMG LLP. Mr. Lynch was with KPMG LLP for 26 years. Mr. Lynch is a certified public accountant.

In connection with the appointment of Mr. Walters as Chief Financial Officer and Treasurer of the Company, the Compensation Committee of the Board approved a resolution to (i) increase his annual base salary to $440,000 and (ii) set his target annual incentive cash compensation at 50 percent of his base salary. In addition, in 2022 Mr. Walters received restricted stock unit (“RSU”) awards under the Company’s Long-Term Incentive Plan comprised of a service-vesting RSU award covering 267 shares of Common Stock of the Company, a total shareholder return performance-based RSU award with a target of 1,183 shares of Common Stock and a return on equity performance-based award with a target of 1,308 shares of Common Stock.

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

Item 9.01.	Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Index

Exhibit<br>No.	Description
99.1	Press Release dated January 28, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SJW GROUP
Date: January 28, 2022	/s/ Eric W. Thornburg
	Eric W. Thornburg, President, Chief Executive Officer<br>and Chairman of the Board

EX-99.1

Exhibit 99.1

SJW Group Appoints James P. Lynch as Chief Accounting Officer, Andrew Walters as Chief Financial Officer;San Jose Water Appoints Peter Fletcher as Vice President—Information Security Officer

SAN JOSE, Calif. — Jan. 28, 2022 — The SJW Group (NYSE: SJW) board of directors has appointed James P. Lynch as chief accounting officer and Andrew F. Walters as chief financial officer. Peter Fletcher has been appointed vice president—information security officer of San Jose Water Co., a wholly owned subsidiary of SJW Group. The appointments were effective on Jan. 26. Lynch and Walters have both held previous officer positions at SJW Group.

Lynch, who had served as the CFO and treasurer since 2010, has taken on the role of CAO. In this role, he will continue to be responsible for all aspects of financial reporting, leading the company’s accounting team to ensure compliance with accounting practices and providing strategies for credit ratings metrics. Lynch has an extensive accounting and auditing background, with a 26-year career at KPMG LLP that included responsibilities as an audit partner.

Walters, who had recently served as chief corporate development officer and an integration executive, has been with SJW Group since 2014. In his new role, he will be responsible for driving business planning, growth and development as well as treasury, investor relations and other related functions. Prior to joining SJW Group, Walters was a managing director and senior investor for JP Morgan’s Infrastructure Investment Group. Prior to JP Morgan, he gained extensive experience in mergers and acquisitions, finance, and private equity fundraising as managing director and head of infrastructure investment banking for the Americas at Citigroup.

Eric W. Thornburg, chair, president and CEO of SJW Group, stated, “These two new roles, which will both report directly to me, put Jim and Andrew in positions where they can leverage their individual expertise and backgrounds to best serve our growing and more complex organization. These appointments also enhance the organization’s succession planning efforts. SJW Group’s transformation into a multistate water and wastewater company with operations in California, Connecticut, Maine and Texas has added to the complexity of accounting and financial reporting. Jim’s extensive background in these areas is well suited to meet those increasing challenges. Likewise, the expansion of our footprint has increased the focus on business planning, acquisitions and earnings growth that can be supported with Andrew’s expertise.”

Fletcher has been with San Jose Water since 2016 and most recently served as the senior director of cybersecurity and networking. In his new role as vice president—information security officer, he will have responsibilities across all SJW Group operations.

Thornburg stated, “Last fall, I was privileged to be invited by the White House to join a select group of business, national security and academic leaders in discussing cybersecurity. The discussions reinforced the criticality of sharing information and resources between businesses, government, academia and utilities. We are fortunate to have the expertise of Peter, a well-recognized leader in cybersecurity, to lead our efforts across the company and within our industry in this critical area.”

Lynch holds a bachelor’s degree in commerce from Santa Clara University. Walters holds a bachelor’s degree in business administration from Colorado State University. And Fletcher holds an associate’s degree in accounting, mathematics and statistics from Southdowns College in the United Kingdom.

About SJW Group

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

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict.

These forward-looking statements involve a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the effect of water, utility, environmental and other governmental policies and regulations, including actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures and other decisions; (2) changes in demand for water and other services; (3) the impact of the Coronavirus (“COVID-19”) pandemic on our business operation and financial results; (4) unanticipated weather conditions and changes in seasonality including those affecting water supply and customer usage; (5) climate change and the effects thereof; (6) unexpected costs, charges or expenses; (7) our ability to successfully evaluate investments in new business and growth initiatives; (8) contamination of our water supplies and damage or failure of our water equipment and infrastructure; (9) the risk of work stoppages, strikes and other labor-related actions; (10) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, epidemic, or similar occurrences; (11) changes in general economic, political, business and financial market conditions; (12) the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness, and general market and economic conditions; and (13) legislative and general market and economic developments. The risks, uncertainties and other factors may cause the actual results, performance or achievements of SJW Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Results for a quarter are not indicative of results for a full year due to seasonality and other factors. Other factors that may cause actual results, performance or achievements to materially differ are described in SJW Group’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Forward-looking statements are not guarantees of performance, and speak only as of the date made. SJW Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SJW Group Contact:

Willie Brown

Vice President, General Counsel & Corporate Secretary

408.315.8242

Willie.Brown@sjwater.com