H2O AMERICA

For the period ended Jun 20, 2024. Filed Apr 29, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 20, 2024 · Filed Apr 29, 2024

HTO$62.95+0.5%Stored close · as of Nov 6, 2026

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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 Registrantx

Filed by a Party other than the Registranto

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

SJW Group

(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
PURPOSE OF MEETING	1
VOTING RIGHTS AND SOLICITATION	2
Voting	2
Quorum and Votes Required	2
Voting Procedure	3
Annual Meeting Attendance	4
Proxy Solicitation Costs	4
PROPOSAL 1 - ELECTION OF DIRECTORS	6
General	6
Key Experience, Qualifications, Attributes and Skills of Board Nominees	6
Recommendation of the Board	15
Director Independence	16
Board Leadership Structure	16
Nomination of Directors	17
Board's Role in Risk Oversight	18
Board Committees	19
Evaluation of Board and Committee Performance	21
Communications with the Board	21
Code of Conduct	21
Board Meetings	21
Compensation of Directors	22
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	25
General	25
Resolution	25
Recommendation of the Board	25
PROPOSAL 3 - AMENDMENT TO CERTIFICATE OF INCORPORATION TO PERMIT OFFICER EXCULPATION	26
Background	26
Recommendation of the Board	27
PROPOSAL 4 - AMENDMENT TO CERTIFICATE OF INCORPORATION TO ADOPT A FEDERAL FORUM SELECTION PROVISION	28
Background	28
Recommendation of the Board	29
PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
General	30
Principal Independent Accountants' Fees and Services	30
Recommendation of the Board	30
OWNERSHIP OF SECURITIES	31
Security Ownership of Certain Beneficial Owners and Management	31

EXECUTIVE COMPENSATION AND RELATED INFORMATION	33
Compensation Discussion and Analysis	33
Summary Compensation Table	51
Grants of Plan-Based Awards	53
Outstanding Equity Awards at Fiscal Year-End	55
Option Exercises and Stock Vested	57
Pension Benefits	58
Non-Qualified Deferred Compensation	63
Risk Assessment of Compensation Policies and Practices	64
Pay Ratio Disclosure	66
Pay versus Performance Table	67
Securities Authorized for Issuance Under Equity Compensation Plans	71
Compensation Committee Interlocks and Insider Participation	71
Employment Agreements, Termination of Employment and Change in Control Arrangements	72
COMMITTEE REPORTS	79
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	80
STOCKHOLDER PROPOSALS	80
OTHER MATTERS	80
APPENDIX A	81
APPENDIX B	84

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