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CALIFORNIA WATER SERVICE GROUP

For the period ended May 29, 2024. Filed Apr 17, 2024.

View on SEC.gov

About this filing

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 29, 2024 · Filed Apr 17, 2024

CWT$51.04+0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY SUMMARY

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Proxy Summary

Information About Our 2024 Annual Meeting of Stockholders

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​Date and time:​​​Wednesday, May 29, 2024 at 9:30 a.m. Pacific Time​
​Location:​​​To attend and participate in the Annual Meeting visit www.virtualshareholdermeeting.com/CWT2024​
​Record Date:​​​April 2, 2024​
​Voting matters:​​​Stockholders will be asked to vote on the following matters at the Annual Meeting:​

Overview of Voting Items

​Proposal​​​For More Information​​​Board Recommendation​
​Proposal No. 1: Election of Eleven Directors​​​Pages 19-31​​​FOR All Nominees​
​The Board of Directors and Nominating/Corporate Governance Committee believes that all of the following eleven nominees listed are highly qualified and have the skills and experience required for membership on our Board. A description of the specific experience, qualifications, attributes, and skills that led our Board to conclude that each of the nominees should serve as director follows the biographical information of each nominee. The directors reflect the diversity of the Company’s stockholders, employees, customers, and communities.​
​​​​California Water Service Group | 2024 Proxy Statement | 1​​​​
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​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Committees · ​
​Name and Principal Occupation​​​Age​​​Director Since​​​Independent​​​OtherPublicCompanyBoards​​​A​​​C​​​F​​​NG​​​S​
​Gregory E. Aliff Former Vice Chairman and Senior Partner of U.S. Energy & Resources, Deloitte LLP​​​70​​​2015​​​Yes​​​1​​​​​​​​​​​​​​​​​​
​Shelly M. Esque Former Vice President and Global Director of Corporate Affairs of Intel Corporation​​​63​​​2018​​​Yes​​​—​​​​​​​​​​​​​​​​​​​
​Jeffrey Kightlinger Principal and Owner of Acequia Consulting, LLC​​​64​​​2023​​​Yes​​​—​​​​​​​​​​​​​​​​​​​
​Martin A. Kropelnicki Chairman, President & CEO of California Water Service Group​​​57​​​2013​​​—​​​—​​​​​​​​​​​​​​​​​​​​​
​Thomas M. Krummel, M.D. Emile Holman and Chair Emeritus of the Department of Surgery at Stanford University School of Medicine​​​72​​​2010​​​Yes​​​1​​​​​​​​​​​​​​​​​​​
​Yvonne A. Maldonado, M.D. Professor of Global Health and Infectious Diseases, Departments of Pediatrics and Epidemiology and Population Health, Stanford University​​​68​​​2021​​​Yes​​​—​​​​​​​​​​​​​​​​​​​
​Scott L. Morris Chairman of Avista Corporation​​​66​​​2019​​​Yes​​​1​​​​​​​​​​​​​​​​​​​
​Charles R. Patton Former Executive Vice President, External Affairs of American Electric Power Company, Inc.​​​64​​​2023​​​Yes​​​2​​​​​​​​​​​​​​​​​​​
​Carol M. Pottenger Principal and Owner of CMP Global, LLC Vice Admiral, U.S. Navy (Ret.)​​​69​​​2017​​​Yes​​​—​​​​​​​​​​​​​​​​​​
​Lester A. Snow Director and Former President of the Klamath River Renewal Corporation​​​72​​​2011​​​Yes​​​—​​​​​​​​​​​​​​​​​​
​Patricia K. Wagner Former Group President of U.S. Utilities for Sempra Energy​​​61​​​2019​​​Yes​​​2​​​​​​​​​​​​​​​​​​
​Number of meetings held during 2023​​​​​​​​​​​​​​​​​​​4​​​3​​​3​​​3​​​3​
​Number of executive sessions of the independent directors held in 2023​​​​​​​​​​​​​​​​​​​4​​​3​​​2​​​2​​​3​
​Chair​​​A: Audit​​​C: Organization and Compensation​
​Member​​​F: Finance and Capital Investment​​​NG: Nominating/Corporate Governance​
​​​​​S: Enterprise Risk Management, Safety, and Security​​​
​​​​California Water Service Group | 2024 Proxy Statement | 2​​​​
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​Proposal​​​For More Information​​​Board Recommendation​
​Proposal No. 2: Advisory Vote on Executive Compensation​​​Page 90​​​FOR​
​We seek to closely align the total direct compensation of our officer team with performance and appropriately balance the focus on our short-term and long-term priorities with annual and long-term rewards. Providing compensation that attracts, retains, and motivates talented officers is our committed goal. Our compensation programs are designed to reward excellent job performance, identify exceptional leadership, and represent fair, reasonable, and competitive total compensation that aligns officers’ interests with the long-term interests of our stockholders and customers.​
​Proposal​​​For More Information​​​Board Recommendation​
​Proposal No. 3: Ratification of Independent Accountants​​​Page 93​​​FOR​
​The Board believes the continued retention of Deloitte & Touche LLP is in the best interests of the Company and its stockholders. The Board is recommending stockholder ratification of Deloitte & Touche LLP as the independent registered public accounting firm, to audit the Group’s books, records, and accounts for the year ending December 31, 2024.​
​Proposal​​​For More Information​​​Board Recommendation​
​Proposal No. 4: Approval of Group’s 2024 Equity Incentive Plan​​​Page 94​​​FOR​
​The 2024 Equity Incentive Plan (2024 Plan) is intended to serve as the successor to the Amended and Restated California Water Service Equity Incentive Plan (Prior Plan), which Prior Plan terminated in November 2023 and is no longer available for future awards. The Board believes that the availability to grant equity awards under the 2024 Equity Incentive Plan (2024 Plan) is critical to our continued success because it will promote and closely align the interests of employees and non-employee directors of the Group and its shareholders by providing the ability for the Group to award stock-based compensation and other performance-based compensation.​
​​​​California Water Service Group | 2024 Proxy Statement | 3​​​​
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Our Company

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California Water Service Group is the third largest publicly traded water utility in the United States, providing high-quality water and wastewater services to approximately two million people in over 100 communities. Our mission is to be the leading provider of sustainable water and wastewater services.

What We Do

The majority of our business consists of the production, purchase, storage, treatment, testing, distribution, and sale of water for domestic, commercial, industrial, public, and irrigation uses — and includes the provision of domestic and municipal fire protection services. Other services include wastewater collection and treatment. We also offer non-regulated services, such as water system operation, billing, and meter reading services under agreements with municipalities and other private companies. Additional non-regulated operations include the lease of communication antenna sites, provision of lab services to third parties, and the promotion of other non-regulated services.

Where We Operate

Headquartered in San Jose, California, the Group includes seven operating subsidiaries. California Water Service Company (Cal Water), New Mexico Water Service Company (New Mexico Water), Washington Water Service Company (Washington Water), and Hawaii Water Service Company, Inc. (Hawaii Water) are regulated public utilities that also provide certain non-regulated services. CWS Utility Services and HWS Utility Services LLC maintain non-utility property and provide non-regulated services to private companies and municipalities outside of California. Our seventh subsidiary, TWSC, Inc. (Texas Water), is a majority shareholder of BVRT Utility Holding Company (BVRT), which owns and develops wastewater and water utilities in Texas.

​ · State · ​ · ​ · ​ · CustomerConnections · ​ · ​ · ​ · % of CustomerConnections · ​ · ​ · ​ · % of Total ConsolidatedOperating Revenue in 2023 · ​
​California​​​​​497,700​​​​​​89.5%​​​​​​90.6%​​
​Hawaii​​​​​6,500​​​​​​1.2%​​​​​​5.2%​​
​Washington​​​​​38,000​​​​​​6.8%​​​​​​3.0%​​
​New Mexico​​​​​11,400​​​​​​2.0%​​​​​​0.9%​​
​Texas​​​​​2,800​​​​​​0.5%​​​​​​0.3%​​

Our Priorities

We remain laser focused on executing our strategy and serving our customers. In 2024, our priorities include:

Customers: Our efforts to reduce customer monthly bills include requesting $83.0 million from the State of California Water Arrearages Payment Program in November 2023 to pay residential and commercial customer delinquent and uncollected account balances.

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Sustainability: We remain focused on the Environmental, Social, and Governance (ESG) topics that we believe are most important to our business and to our key stakeholders, and we are proud of the significant progress made in 2023 in the areas of climate change, affordability, infrastructure investment, and sustainability. Our ESG highlights are discussed further below, and the details of our accomplishments will be reported in our 2023 ESG Report, which we expect to publish in May 2024.

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2021 GRC Filing: In March 2024, the California Public Utilities Commission issued a decision on Cal Water’s 2021 General Rate Case and Infrastructure Improvement Plan approving $1.2 billion in capital expenditures following extensive review of the utility’s water system improvement plans, costs, and rates. We continue to prepare our next General Rate Case and Infrastructure Improvement Plan, which we are scheduled to file in July 2024.

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Capital expenditures: We continue to invest diligently in our water and wastewater system infrastructure so that we are positioned to provide reliable quality service to our customers and adapt to the effects of climate change.

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​​​​California Water Service Group | 2024 Proxy Statement | 4​​​​
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Fiscal 2023 Overview

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2023 Financial Highlights

Awards and Recognitions

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​​Ranked highest in overall customer satisfaction among large water utilities in the western United States, in the J.D. Power 2023 Water Utility Residential Customer Satisfaction StudySM​​​Named one of “World’s Most Trustworthy Companies” by Newsweek magazine for 2023 in its inaugural list​​
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​​Earned the U.S. Environmental Protection Agency’s 2023 WaterSense Excellence in Promoting WaterSense Labeled Products Award​​​Received recertification as a Great Place to Work® by the Great Place to Work® Institute for the eighth consecutive year​​
​​​​California Water Service Group | 2024 Proxy Statement | 5​​​​
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GOVERNANCE HIGHLIGHTS

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​​Effective Board Leadership and Independent Oversight • Independent Lead Director designated by the independent directors with defined responsibilities ​ • Regular scheduled executive sessions led by independent Lead Director at Board meetings ​ • Regular scheduled executive sessions at committee meetings ​ • Ongoing review of Board composition and succession planning ​ • Focus on the experience, skills, diversity, and attributes that enhance our Board ​ • Mandatory director retirement at age 75 ​ • Demonstrated commitment to Board refreshment ​ • All Board members are independent except our Chairman & CEO and all committees are composed of independent directors ​ • Board and committee oversight of strategy and risk ​ • Board and committee oversight of ESG matters ​​​​Overview of Corporate Governance • Code of Conduct for Directors, Officers, and Employees ​ • Annual committee assessments ​ • Adopted clawback policy for incentive-based compensation aligned with NYSE requirements ​ • Stock ownership guidelines for executive officers and directors ​ • Prohibition on short sales, transactions in derivatives, and hedging and pledging of stock by directors and executive officers ​ • Annual review of Board leadership structure ​ • Annual review of committee assignments and committee chairs ​ • Integrated active enterprise risk management ​ • Annual Board member self-assessments ​ • Demonstrated commitment to corporate responsibility and sustainability ​ • Demonstrated commitment to stockholder engagement ​ • Transparent public policy engagement ​ • Board and committees may hire outside advisors independent of management ​ • “Overboarding” limits for directors ​​​
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​​Stockholder Rights • No dual-class common stock structure ​ • Annual election of all directors ​ • Majority voting for directors in uncontested elections ​ • No supermajority voting requirements in governing documents ​ • Stockholder right at 10% threshold to call a special meeting ​ • Annual advisory vote for say-on-pay ​​​​​​​
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Board of Directors

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The Group’s director nominees collectively contribute significant experience in the areas we believe to be the most relevant to overseeing the Company’s business and strategy.

Board Diversity

Based on the voluntary self-identification of gender, age, race, and ethnicity by our director nominees, the graphs below represent the diversity of the director nominees.

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​​​​California Water Service Group | 2024 Proxy Statement | 7​​​​
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Board Experience/Qualifications/Skills/Attributes

​​​​​Gre­gory E. Aliff​​​Shelly M. Esque​​​Jef­frey Kightlinger​​​Martin A. Kro­pel­nicki​​​Thomas M. Krummel, M.D.​​​Yvonne (Bonnie) A. Mal­donado, M.D.​​​Scott L. Morris​​​Charles R. Patton​​​Carol M. Pot­tenger​​​Lester A. Snow​​​Patricia K. Wagner​
​ · ​ · ​ · ​ · Senior Leadership · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Public Company Board · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Human Capital Management · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Sustainability, Governmental, Public Policy · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Health and Human Services · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Cybersecurity · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Financial/Capital Allocation · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Industry · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​Other Current Public Boards​​​1​​​​​​​​​​​​​​​1​​​​​​​1​​​2​​​​​​​​​​​2​
​Age​​​70​​​63​​​64​​​57​​​72​​​68​​​66​​​64​​​69​​​72​​​61​
​Tenure​​​9​​​6​​​1​​​11​​​14​​​3​​​5​​​1​​​7​​​13​​​5​
​​​​California Water Service Group | 2024 Proxy Statement | 8​​​​
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Board Independence

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​Scott L. Morris​ Independent Lead Director​​​10 of 11​ Independent Director Nominees​
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​ALL​ Independent Board Committees​​​75​ Mandatory Retirement Age​

Board Tenure

Stockholder Engagement and Responsiveness

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Our Board and management value the views of our stockholders and believe that maintaining an active dialogue with them is important to our commitment to enhance long-term stockholder value. For fiscal year 2023, we received 96% of the votes cast on the Say-on-Pay advisory vote taken at the 2023 Annual Meeting of Stockholders.

During fiscal 2023, we met with several of our largest investors representing approximately 47% of our total outstanding shares. We also participated in meetings with stockholders that were not among our top 25 that expressed an interest in engaging with us. Our stockholder engagement activities included participation primarily from our senior leadership and Investor Relations team and covered topics including strategy, corporate governance, Board oversight, executive compensation, our sustainability and decarbonization efforts, including setting emission reduction targets, human capital management, and board and leadership refreshment. We also engaged various stakeholders including regulators, proxy advisory firms, ESG rating firms, and subject matter experts.

​​​​California Water Service Group | 2024 Proxy Statement | 9​​​​
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We engage with stockholders and others through multiple mediums, including quarterly investor calls and other investor-led conferences and presentations, Group-hosted investor meetings, both in-person and virtual, our virtual annual meetings of stockholders, as well as with our periodic reporting and disclosures.

As illustrated in the table below, our Board has been responsive to stockholder feedback. Over the past several years, we have made numerous changes to our governance and executive compensation programs and related disclosures based on feedback from our stockholders and our annual review of market practices.

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​​Governance and Executive Compensation Changes​​​
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​​Governance • Formed the Enterprise Risk Management, Safety, and Security Committee ​ • Environmental, social, and governance (ESG) items are overseen by the Nominating/Corporate Governance Committee ​ • Adopted four new policies: Environmental Sustainability; Diversity, Equality, and Inclusion; Political Engagement; and Human Rights ​ • Intend to publish our 2023 ESG report in May 2024 with disclosure aligned with the Sustainability Accounting Standards Board (SASB) Water Utilities & Services Industry Standards and the recommendations of the Task Force on Climate-related Financial Disclosures as well as in reference to Global Reporting Initiative (GRI) standards ​ • Included an ESG metric in the 2021, 2022, and 2023 long-term at-risk compensation program for the three-year performance periods 2021-2023, 2022- 2024, and 2023-2025 ​ • Committed to setting absolute, science-aligned Scope 1 and Scope 2 emissions reduction targets by Q3 2024 ​​​​Compensation • Continued emphasis on long-term equity performance-based equity awards ​ • Modified the performance criteria used for long-term and short-term at-risk compensation programs ​ • Revised the methodologies used to determine our Supplemental Executive Retirement Plan’s (SERP) actuarial assumptions and amended the plan, increasing the plan’s unreduced retirement age from 60 to 65 ​ • Conducted an independent, third-party review of: ​ • Our Chairman, President and CEO’s compensation plan ​ • Our executive short-term and long-term at-risk compensation programs ​ • Our proxy peer group ​ • Updated our peer group to reflect industry changes ​ • Adopted clawback policy for incentive-based compensation aligned with NYSE requirements ​​​

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS

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As a company, we have always stood for “doing the right thing.” We strive to make the world a better place and take pride in our long- standing efforts to provide a sustainable supply of safe water at affordable rates, be responsible stewards of the environment, invest in and give back to our communities, foster a positive and enriching work environment for our employees, and maintain high ethical standards. This commitment is instilled in our shared purpose, which is to enhance the quality of life for our customers, communities, employees, and stockholders.

Our Approach to Environmental, Social, and Governance (ESG)

We are dedicated to understanding and leveraging the interdependence of ESG interests and are proud of our contributions to a sustainable future. We aim to integrate our commitment to protecting the planet, caring for people, and operating with the utmost integrity into the fabric of our daily business activities. We believe this will support the long-term resilience of our Company, our communities, and our planet. We undertook a formal materiality assessment in 2020 to identify the ESG focus areas most important to our business and to our stakeholders. The assessment included researching the landscape of ESG topics, mapping impacts to our value chain, seeking internal and external stakeholder feedback, and validating our findings with company leadership. The results of the materiality assessment, shown below, directly informed our broader ESG program and priorities, including ESG reporting and disclosure, objective-setting, integration with our corporate strategy, and internal and external stakeholder engagement efforts.

​​​​California Water Service Group | 2024 Proxy Statement | 10​​​​
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Our material ESG topics are listed below in priority order for each category, with the most material ESG topics listed first. The “Highest Priority” topics were identified as most critical to both internal and external stakeholders with regards to business impact, risk, and opportunities. The “Higher Priority” topics did not emerge as the most critical but were nevertheless identified as somewhat important to our stakeholders. We view the “Highest Priority” and “Higher Priority” topics as the most important to effectively manage, set goals for, and provide robust discussion of in our reporting. The “High Priority” topics were viewed by stakeholders as standard business practice or areas that we already manage well but must maintain. As such, they were rated as less significant overall, but, nevertheless, important topics to monitor and manage effectively.

​​​​​Environmental​​​Customers and Communities​​​Workforce​​​Governance​
​Highest Priority​​​• Climate Change, Strategic Planning, and Risk Management ​ • Water Supply Resilience and Reliability ​ • Water System Resilience, Reliability, and Efficiency ​ • End-Use Conservation ​​​​• Drinking Water Quality and Safety ​ • Emergency Preparedness and Response ​ • Water Affordability and Access ​ • Stakeholder Engagement and Public Participation ​ • Cybersecurity and Data Privacy ​​​​​​​​• Public Policy and Political Involvement ​​
​Higher Priority​​​• Energy and Emissions ​​​​• Philanthropy and Volunteerism ​​​​• Diversity, Equality, and Inclusion ​ • Talent Attraction and Retention ​​​​• Corporate Governance ​ • Ethics ​​
​High Priority​​​• Environmental Management, Compliance, and Stewardship ​​​​• Customer Service ​​​​• Workplace Health and Safety ​ • Training and Development ​ • Labor Relations and Management ​ • Compensation, Benefits, and Employee Wellbeing ​​​​• Responsible Sourcing ​​

California Water Service Group’s ESG objectives guide our proactive approach to managing our most material ESG topics and reflect our efforts to drive accountability, establish milestones, and measure progress. These objectives are in addition to a range of other ongoing initiatives we have in place to manage environmental and social issues across our business. In 2023, we made progress toward our objectives, as discussed below and in more detail in our 2023 Environmental, Social, and Governance (ESG) Report, which we intend to make available in May 2024.

Our Enterprise Risk Management (ERM) program supports our efforts to effectively mitigate ESG risks by incorporating material ESG topics into our ERM process. Our material ESG topics are closely aligned with the enterprise risks we monitor through our ERM program. In fact, there is an 85% overlap between our primary and secondary ERM risks and our material ESG topics. During our ERM review process each year, we analyze new and existing risks, and develop and revise the mitigation controls. We also review and update the mapping across ERM and ESG areas and strive to integrate new and emerging ESG-related risks into our risk assessments and mitigation controls as appropriate.

For more information on our formal ESG governance structure, please refer to “Board Oversight of Risks Related to Environmental, Social Responsibility, and Governance Matters” in this Proxy Statement. Additional information on this topic is available in our latest ESG report atwww.calwatergroup.com. We expect to publish our 2023 ESG Report and 2023 ESG Analyst Download in May 2024.

​​​​California Water Service Group | 2024 Proxy Statement | 11​​​​
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Annual ESG Report

Our annual Environmental, Social, and Governance (ESG) reports and other relevant reports and documents, including additional information on the following topics, are available at www.calwatergroup.com. Our annual ESG reports align with the Sustainability Accounting Standards Board (SASB) Water Utilities and Services Industry Standard, leverage the guidance of the Task Force on Climate-related Financial Disclosures (TCFD), and reference the 2021 Global Reporting Initiative (GRI) Universal Standards. We expect to publish our 2023 ESG Report and 2023 ESG Analyst Download, which will cover our activities from January 1, 2023 to December 31, 2023, in May 2024. Web links are provided throughout this Proxy Statement for convenience and are inactive textual references only. The content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

Performance Highlights

Protecting Our Planet

Our mission as a leader in the water utility industry requires us to deliver — and steward — the planet’s most precious resource. In our increasingly changing and interconnected world impacted by climate change, a global pandemic, social tensions, and technological innovations, it is more important than ever to build sustainability and resilience into everything we do.

Established a target to reduce absolute Scope 1 and 2 emissions by 63% by 2035 from a 2021 base year

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13.9% renewable energy consumption

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Published inaugural CDP Climate Change questionnaire response, which includes detailed energy- and emissions-related data, information about our efforts to minimize energy use and emissions, and a discussion of our climate change-related strategy, governance, risk management, and more.

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More than 2,600 million gallons of recycled water delivered to customers for landscaping, irrigation, and industrial uses

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$383.7 million invested in infrastructure to deliver safe, reliable water supply to our customers

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~30 miles of water mains replaced to reduce water loss and improve system reliability and resiliency

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10 straight months of water savings reached in February 2023 through joint Cal Water and customer efforts to address drought conditions

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$4.4 million invested in customer water conservation rebates and programs that are expected to save about 95 million gallons of water annually

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Serving Our Customers and Communities

Safe, high-quality water service is critical to the health and well-being of our customers. In providing it, we also seek ways to promote its affordability, improve service, strengthen security, and prepare for emergencies. California Water Service Group is also committed to partnering with organizations that make a real difference in the communities we serve.

#1 in Customer Satisfaction among Large Water Utilities in the West Region in the J.D. Power 2023 U.S. Water Utility Residential Customer Satisfaction Study

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100% compliance with the Federal Safe Drinking Water Act (SDWA) and applicable state water quality standards across the company, with zero primary or secondary violations

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$83 million in funding applied for through the California Extended Water & Wastewater Arrearage Payment Program to help customers with past-due bills

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More than 121,600 customers enrolled in the Customer Assistance Program (CAP) as of year-end 2023, offering approximately $15 million in discounts during the year

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19 community and 5 internal Emergency Operations Center (EOC) training events completed across our operating to better prepare us and our communities for enhanced coordination and resilience during emergency events

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More than $1.5 million donated to local community organizations

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$186,077 donated through our annual Firefighter Grant Program, which is more than triple the amount donated at the program’s inception in 2019

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$75,000 awarded in college scholarships in the 10th year of Group’s annual College Scholarship Program benefiting students in our California, Hawaii, New Mexico, and Washington service areas

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​​​​California Water Service Group | 2024 Proxy Statement | 12​​​​
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Engaging Our Workforce

Our 1,200 employees help California Water Service Group serve more than 150 communities across five states. To develop a workforce that performs at the highest levels and reflects the diversity of the communities that we serve, we have made significant investments in hiring, training, engagement, and safety.

Earned Great Place to Work® certification from the Great Place to Work® Institute for the eighth consecutive year

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95% of employees attended unconscious bias training

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Attended 21 diverse recruitment events and career fairs for Cal Water including 5 military veteran recruitment events, 8 diversity career fairs, and 8 college and high school events

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Extended the opportunity to participate in our performance-based compensation program to regular full-time and part-time employees in good standing. The at-risk pay program is based upon performance metrics that contribute to the sustainability of the business, including public health and safety, customer service, and infrastructure investment

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Piloted a health and safety software program for real-time data tracking

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Governing with Integrity

California Water Service Group’s mission is to be the leading provider of sustainable water and wastewater services — and that starts with integrity as a core value. We hold our Board, employees, and suppliers to high ethical standards and follow best practices as we advocate for the interests of our customers, communities, employees, and future generations.

3 years as one of “America’s Most Responsible Companies” and 1 of only 5 water utilities selected as one of the “World’s Most Trustworthy Companies” recognized by Newsweek thanks to Group’s sustainability and corporate citizenship efforts.

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27.2% net procurement spend with diverse suppliers, exceeding our 22.5% target set by the CPUC by 4.7%

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Worked with community and non-profit organizations to advocate for legislation that helps support water quality, affordability of and access to water, water conservation and sustainability, and supply reliability

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36% gender diversity; and 18% racial/ethnic diversity on the Board of Directors: 4 women, 7 men, and 2 racially/ethnically diverse directors of 11 acting directors

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50+ individual committee or full Board meetings in which ESG-related matters were discussed, addressing more than 10 specific topics within Group’s ESG strategy, such as water supply, climate change, affordability, emergency preparedness, and cybersecurity.

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Workplace and Employee Safety

The health and safety of our employees is integral to the success of our business. We strive to surpass the requirements of applicable regulations and protect our team members by offering safety training, proactively preventing injuries, and fostering a culture of safety at our place of business. Health and safety represent a vital part of our operations because we believe our employees are our most important resources and are critical to our continued success. Our occupational health and safety management policies and processes apply to all Group employees, facilities, and operations, and guide our strategy to attain an accident-free and healthy work environment. Examples that demonstrate our commitment to the safety and well-being of our employees include the following:

Maintenance of an Illness and Injury Prevention Plan that incorporates over 30 internal programs, procedures, and policies related to health and safety

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Development of local safety committees to promote safe practices through performing job safety analyses and increasing awareness of safety guidelines

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Partnership with The Utility Workers Union of America AFL-CIO (UWUA) to provide the Power for America (P4A) safety program in California

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Engagement with our union workforce through the P4A program to train union members to become safety advocates, who in turn perform job site audits, provide guidance on safety practices, monitor use of protective equipment, and review safety products in the field

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Performance of job safety analyses to help identify potential hazards, record trends in our compliance, and promote safe practices

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Implementation of a Stop Work Authority Program policy, designed to empower employees and contractors to pause tasks if health, safety, or environmental risks are observed, as well as a policy to prohibit punishment or retribution for exercising Stop Work Authority

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Continued execution of vehicle safety training, incorporating a specific focus on training employees on safe driving behavior, the causes of distracted driving, and our updated driving policies, with the aim to reward employees for safe driving and to promote consistency across departments and locations

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Providing safety training to improve employee safety and risk awareness and preparation, as well as specialized training relevant to specific teams and/or roles based on their exposure to safety risks

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Diversity, Equality, and Inclusion

As part of our commitment to diversity and equality, our policy has been and continues to be to maintain a zero-tolerance approach to discrimination, harassment, and retaliation, and we seek to provide equal opportunity regardless of age, sex, race, ethnicity, ancestry, religion, creed, citizenship status, disability, national origin, marital status, military status, sexual orientation, gender identity, socio-economic status, or any other characteristic protected by law or any other non-job-related factor or activity. We continue to promote inclusive hiring processes and respect for diversity throughout the Company, from the Board of Directors to entry-level employees.

To support diverse recruitment and develop broader outreach, we work to:

Leverage targeted job boards and job fairs and partner with local community colleges

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Enhance our hiring selection process by providing more diverse panels of interviewers and training our teams to prevent bias during the selection process

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Periodically analyze pay equity for diversity factors, including gender, within our business

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Factor diversity into our selection of high-potential leaders in our leadership development program

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Provide annual training to enhance inclusion throughout the Company, including sexual harassment avoidance training and an annual training on unconscious bias

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Source from minority-, disabled veteran-, LGBTQ-, and women-owned suppliers

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The graphs below represent the diversity of the employees based on voluntary self-identification.

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​​Women in the Workforce 2023​​​
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​​• Overall Workforce — 27% ​ • Field and Office Staff — 27% ​ • Management Positions (First and Mid-Level Managers) — 23% ​ • Senior Management (Directors and Officers) — 33% ​ • Board of Directors — 36% ​​​
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​​Racial/Ethnic Diversity in the Workforce 2023​​​
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​​Overall Workforce • Asian — 14% ​ • Black — 4% ​ • Hispanic — 32% ​ • Native American — 1% ​ • Native Hawaiian — 2% ​ • Two or more — 3% ​ • White — 44% ​​​​Field and Office Staff • Asian — 13% ​ • Black — 4% ​ • Hispanic — 34% ​ • Native American — 1% ​ • Native Hawaiian — 3% ​ • Two or more — 3% ​ • White — 42% ​​​
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​​Management Positions(First and Mid-Level Managers) • Asian — 15% ​ • Black — 5% ​ • Hispanic — 25% ​ • Native American — 1% ​ • Native Hawaiian — 2% ​ • Two or more — 3% ​ • White — 50% ​​​​Senior Management(Directors and Officers) • Asian — 23% ​ • Black — 6% ​ • Hispanic — 10% ​ • Native American — 0% ​ • Native Hawaiian — 0% ​ • Two or more — 5% ​ • White — 56% ​​​

Our public Diversity, Equality, and Inclusion Policy outlines our commitments for this topic. Additional information on this topic will be available in our 2023 ESG Report, which is scheduled to be published in May 2024.

Human Capital Management

We employ a one-team approach that has shared goals and objectives for all employees and officers. To attract, retain, and develop the best talent, we believe we provide competitive benefits, engage our employees to foster supportive environments, and develop their capabilities and expertise. We regularly update our human resources policies and processes to contribute to a stronger workforce, reflect our dedication to equal opportunity, diversity, and inclusion, and improve retention and satisfaction.

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​​Talent Attraction and Retention • Our hiring managers are required to offer flexible interview formats and promote diverse perspectives ​ • Our managers are trained on unconscious bias to help minimize potential preferential treatment and promote consistent hiring practices ​ • We partner with local high schools, trade schools, and colleges to educate students about potential careers in the water industry ​ • Each year, we employ two surveys to assess employee satisfaction and engagement and share results with our officer team to help identify opportunities to enhance our performance ​​​​Training and Development • We promote internal advancement, where possible, and offer an interim promotion program ​ • We work to promote consistency in our leadership training for employees ​ • Our 18-month-long Future Leaders of Water (FLOW) program offers select high-potential leaders an opportunity to improve leadership skills ​ • We incentivize employees to achieve certifications beyond the minimum requirements by collaborating with a third party to grant access to these courses that employees can access at any time ​​​
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​​Compensation, Benefits, and Employee Well-Being We believe we offer competitive benefits for employees including: • A defined benefit pension plan ​ • A choice of healthcare plans ​ • A commuter benefits program that encourages alternative modes of transportation ​ • An Employee Assistance Program that provides mental health, childcare, and eldercare resources ​ • Our Critical Incident Response Management (CIRM) program that offers peer-to-peer emotional support for employees who have experienced stress, loss, grief, change, or other traumatic events ​ • Financial wellness education, including planning tools and investment advisory services ​​​​Labor Relations and Management • Our policy is to respect the right to freedom of association and collective bargaining ​ • We engage with our unions in meetings to review business matters and discuss potential issues ​ • We partner with our unions and seek to foster opportunities for career development and provide applicable safety and functional training ​​​

Corporate Responsibility and Sustainability

When we try to tease apart the components of the utility water process — from sourcing to delivering water to customers returning to the water cycle — we find they’re inextricably linked. No part stands alone. That’s why we must understand the connections and use that understanding to develop an interdisciplinary approach to providing a sustainable supply of safe, affordable water to customers.

Our climate change strategy, approved by the Board of Directors in 2021, aims to address the impacts of climate-related risks through mitigation and adaptation. The strategy includes the five core elements outlined below, which encompass several elements of our value chain, from water sourcing to water treatment and distribution and community engagement:

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​​​​Reduce Group and Value Chain Contributions to Climate Change: We strive to minimize our GHG emissions footprint by reducing energy use in our operations, transitioning to renewable energy where possible, and increasing fleet efficiency and electrification. We also work to reduce water consumption by increasing efficiency in the water system and helping customers conserve water and reduce demand. Additionally, we continue to advance our value chain GHG emissions inventory and explore strategies to help mitigate our suppliers’ environmental impact and emissions.​​
​​​​Plan for Potential Climate Change Impacts on Our Business: We are committed to delivering safe, high-quality water to our communities 24/7. Through adaptive planning pathways, we develop timeframes and triggers for implementing projects, while maintaining the flexibility to respond to changing climate, financial, and regulatory circumstances. Our current climate change adaptation efforts include managing changes in water availability and demand to secure a sustainable water supply for our customers far into the future; preserving water availability by saving water in our distribution system and engaging our communities to minimize downstream consumption; and investing strategically in operating and infrastructure resilience to prepare for and respond to climate change risks.​​
​​​​Ramp Up Collaboration and Advocacy: We engage extensively with regulators, policymakers, customers and communities, and industry associations on climate priorities. Examples include: advocating for policies that advance climate change response, such as policies to decouple water utility profits from water sales to promote water conservation and to require water providers to develop Climate Risk Assessment Plans; increased media campaigns for conservation and climate change education among customers and community members; and partnership with the Public Policy Institute of California on projects that evaluate groundwater management, climate-related impacts on wastewater and recycled water, and drought resilience.​​
​​​​Set Time-Bound Goals: We have publicly committed to science-aligned emissions reduction targets for our operational emissions, as well as several other objectives designed to support our efforts to reduce emissions and promote resilience in response to climate-related risks.​​
​​​​Continue to Mature Disclosures: We strive to enhance our data collection process and to mature and enhance our climate change-related reporting to align with leading reporting standards and frameworks. Our climate change-related disclosures leverage the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). In 2023, we also completed an updated inventory of GHG emissions that aligns with the GHG Protocol, published a mid-year update on our climate change strategy, and prepared our inaugural 2023 CDP Climate Change questionnaire response.​​

We manage climate-related risks and opportunities starting at the highest level of leadership. Led by the Chairman of the Board, President & Chief Executive Officer, our Board of Directors regularly reviews and discusses our climate-related risks and opportunities and maintains responsibility for formal approval and oversight of our climate change strategy. Executive leadership regularly reports to the Board on ESG and climate change-related matters throughout the year. Various departments also provide regular updates to the Board on routine operational priorities relating to climate mitigation and adaptation efforts. Given the importance of climate-related impacts to our business and their interrelation to numerous other ESG focus areas at Group, the Board considers climate-related issues while guiding business strategy, developing action plans, setting objectives, and evaluating company expenditures.

Our executive leadership team, led by the Chairman, President & Chief Executive Officer, collaboratively manages and executes our climate change strategy. This is primarily accomplished through the Strategy & Operating Committee and ESG Executive Oversight Committee. Our Senior Vice President (VP), Customer Service & Chief Sustainability Officer and Chief Water Resource Sustainability Officer drive our climate-related efforts. Executive-level updates and discussions frequently cover climate-related issues, such as wildfire preparation, water supply planning, and drought response. To help drive progress in and accountability for our climate efforts, climate-related issues are embedded in the annual corporate strategic goal-setting process for Group, as well as short- and long-term executive compensation plans.

Given climate is a cross-cutting risk, our Senior VP, Corporate Service & Chief Risk Officer, leads our Enterprise Risk Management team to carefully review and incorporate into the overall risk discussion to identify climate adaptation opportunities Additionally, we conduct and annual mapping exercise to determine the linkage of each enterprise risk to climate and document those findings in the ERM Program.

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For more information on our climate change governance, strategy, risk management, and metrics and targets, please refer to our latest ESG reporting and CDP Climate Change questionnaire response at www.calwatergroup.com. We expect to publish our 2023 ESG Report and 2023 ESG Analyst Download in May 2024.

Public Policy and Political Involvement

Our political involvement is intended to be policy driven, nonpartisan, and transparent, and focused on benefiting our customers, communities, employees, and stockholders. We advocate for affordability, water quality, sustainability, and equality for our customers, as well as seek to safeguard our position as a leading provider of water service in our communities. In addition to our efforts to follow applicable regulations and proactively engage policymakers, we endeavor to set clear internal expectations for our employees and align our activities with our values and objectives. Our Community Affairs and Government Relations team is responsible for managing our political donations in accordance with local, state, and federal laws and regulations, and oversees two employee-funded Political Action Committees (PACs). Our Rates Department provides oversight for our relationship with the utilities commission in each state and examines regulatory impacts.

Political contributions funded by the company require approval by the Senior Vice President, Customer Service and Chief Sustainability Officer or the Vice President, Community and Government Affairs. The Vice President, Community and Government Affairs updates the Chairman, President & CEO regularly and provides an annual update on the Company’s political contribution process to the Nominating/Corporate Governance Committee of the Board of Directors. Our advocacy efforts and focus areas can be found in public records, and we are required to file quarterly lobbying disclosure reports in accordance with California Government Code Section 86116. It is our policy in California to use contract lobbyists, and none of our employees are registered lobbyists.

Additional Corporate Governance Information Available

Our corporate webpage includes the following:

California Water Service Group Bylaws

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Corporate Governance Guidelines

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Audit Committee Charter

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Organization and Compensation Committee Charter

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Finance and Capital Investment Committee Charter

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Nominating/Corporate Governance Committee Charter

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Enterprise Risk Management, Safety, and Security Committee Charter

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Ethics Policy of the Board of Directors

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Business Code of Conduct

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Environmental, Social, and Governance Reports

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Annual Supplier Diversity Reports

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Environmental Sustainability Policy

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Diversity, Equality, and Inclusion Policy

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Human Rights Policy

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Political Engagement Policy

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Commitment to Providing Excellent, Affordable Service and High-Quality Water to All Customers

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Information Regarding Reporting of Financial, Audit, and Security Law Matters

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