H2O AMERICA
For the period ended May 14, 2025. Filed Apr 1, 2025.
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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.
May 14, 2025 · Filed Apr 1, 2025
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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 1, 2025
To Our Stockholders:
Notice is hereby given that the 2025 Annual Meeting of Stockholders of SJW Group will be held on Wednesday, May 14, 2025 at 9:00 AM Eastern Time (the "Annual Meeting") at the offices of The Nasdaq Stock Market, Inc., 151 West 43rd Street, New York, New York 10036 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 ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2025; and |
| 4 | 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 Monday, March 24, 2025 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 MAY 14, 2025: THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 2024 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, and Skills of Board Nominees | 6 |
| Directors | 7 |
| Recommendation of the Board | 15 |
| Director Independence | 16 |
| Nomination of Directors | 16 |
| CEO Transition | 18 |
| Board Leadership Structure | 18 |
| Board's Role in Risk Oversight | 19 |
| Board Committees | 21 |
| Evaluation of Board and Committee Performance | 22 |
| Communications with the Board | 22 |
| Code of Conduct | 22 |
| Board Meetings | 22 |
| Compensation of Directors | 23 |
| PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 27 |
| General | 27 |
| Resolution | 27 |
| Recommendation of the Board | 27 |
| PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| General | 28 |
| Principal Independent Accountants' Fees and Services | 28 |
| Recommendation of the Board | 28 |
| OWNERSHIP OF SECURITIES | 29 |
| Security Ownership of Certain Beneficial Owners and Management | 29 |
| EXECUTIVE COMPENSATION AND RELATED INFORMATION | 31 |
| Compensation Discussion and Analysis | 31 |
| 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, DIRECTOR NOMINATIONS AND OTHER MATTERS | 80 |
| Stockholder Proposals for the 2025 Annual Meeting | 80 |
| Stockholder Proposals for the 2026 Annual Meeting | 81 |
| APPENDIX A | 82 |
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