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CALIFORNIA WATER SERVICE GROUP

For the period ended May 20, 2026. Filed Apr 8, 2026.

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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 20, 2026 · Filed Apr 8, 2026

CWT$51.04+0.4%Stored close · as of Nov 6, 2026
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Contents

2025 Long-Term Performance and Time-Based Equity Compensation

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​Executive Compensation​​|​​Compensation Discussion and Analysis​

(1)

Company-funded capital expenditure was $470 million. The Group’s 2025 achieved capital expenditure was $517 million as reported in Item 7 of the Group’s Form 10-K for the year ended December 31, 2025 as filed with the SEC. Excluding developer-funded expenditures of $28 million and including an increase in accounts payable accrual of $10 million for capital project spend, the Group spent $488 million on company-funded capital expenditures for the 2025 performance period.

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The table below summarizes the total performance-based short-term at-risk compensation earned by our officers for the fiscal year ended December 31, 2025.

​ · Name · ​ · ​ · ​ · 2025 Short-Term At-Risk Compensation Earned(1)$ · ​
​Martin A. Kropelnicki​​​​​1,524,915​​
​James P. Lynch​​​​​275,684​​
​Michael B. Luu​​​​​262,373​​
​Shawn C. Bunting​​​​​245,171​​
​Shannon C. Dean​​​​​195,708​​

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(1)

The short-term at-risk compensation is paid annually following certification of the prior year’s results by the Committee.

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​​2026 Annual Short-Term At-Risk Performance Metrics​
​​In February 2026, in response to stockholder feedback the Committee implemented several changes to the annual short-term at-risk performance plan for the 2026 performance period to strengthen its effectiveness and enhance transparency for stockholders. These include:​
​​• Increasing metric weighting on financial measures to 60% from 40%; ​​
​​• Reducing the number of metrics and sub-metrics to 7 from 11, which aligns with our Peer Group’s practices; and ​​
​​• Increasing rigor of metric achievement tiers to increase performance challenge. ​​
​​By providing clearer disclosure around goal-setting rigor and offering additional context when target levels differ from prior-year results, the Committee gives stockholders greater visibility into how performance expectations are established and how they support the Company’s strategic and financial priorities. Expanding the discussion of how ARP metrics align with strategic initiatives helps stockholders better understand the connection between annual performance goals and the creation of long-term value. Streamlining the number of ARP metrics and increasing the weighting of financial measures further sharpens the focus on the outcomes that most directly influence stockholder value, while reducing complexity and improving the transparency of the plan. Collectively, these changes enhance accountability, reinforce pay-for-performance alignment, and improve the clarity and effectiveness of the short-term incentive plan.​

2025 Long-Term Performance and Time-Based Equity Compensation

The purpose of our long-term equity compensation is to align executive compensation with the long-term interests of both stockholders and customers, to create incentives for officer recruiting and retention, to encourage long-term performance by our officers, and to promote stock ownership. Risk is taken into account in determining the aggregate amount of at-risk compensation and performance criteria, including assessment of risk management and risk mitigation.

As with target short-term at-risk compensation, the Committee reviewed the competitive range of long-term equity compensation and total direct compensation for similar positions within the competitive market in making decisions regarding long-term equity compensation awards for 2025. The Committee also believes that, in the interest of strengthening and rewarding teamwork and collaboration within the officer team, the annual equity awards granted to each of our officers should be based on the same objectives and methodology.

​​​​California Water Service Group | 2026 Proxy Statement | 65​​​​
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​Executive Compensation​​|​​Compensation Discussion and Analysis​
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​​The Committee considered a number of factors when establishing the 2025 long-term performance equity metrics, including:​​
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​​Our long-term strategic plan ​ Historical performance ​ The regulatory environments in which we operate ​​​​Feedback and analysis from our independent compensation consultant ​ Stockholder feedback ​ Management performance ​​​
​​The long-term performance metrics are a central component of our performance-based equity program, ensuring that executive compensation is directly tied to the sustained success of Group. These metrics help align compensation with the long-term interests of both stockholders and customers by rewarding results achieved over multi-year periods rather than short-term fluctuations. They also play a critical role in attracting, retaining, and motivating executive officers by providing meaningful incentives linked to long-term value creation. By emphasizing multi-year performance goals, the program encourages long-term strategic decision-making, promotes stock ownership, and reinforces a strong connection between executive leadership and the Group’s long-term performance trajectory.​

As in prior years, the long‑term performance‑based equity program continues to be heavily weighted toward financial performance. For the 2025–2027 performance period, the financial component consists of a single overarching stockholder return metric, measured through three elements: the three‑year compound annual growth rate of dividends, the three‑year compound annual growth rate of capital expenditures, and adjusted ROE. The second performance metric is PFAS Investment and Recovery, which reflects both the Group’s investment in PFAS water monitoring and treatment infrastructure and efforts to recover PFAS‑related water contamination costs through litigation and resulting settlements or judgments against PFAS manufacturers.

These long‑term performance metrics are especially important for a regulated utility because they reinforce disciplined capital investment, financial strength, and responsible stewardship of customer resources. Measures such as dividend and capital expenditure growth and adjusted ROE help ensure that the Company is deploying capital efficiently, maintaining reliable infrastructure, and generating sustainable returns for stockholders. Likewise, the PFAS Investment and Recovery metric reflects the Company’s commitment to protecting water quality, investing in necessary treatment technologies, and pursuing cost recovery on behalf of customers and stockholders. Together, these measures reinforce prudent long-term planning, support reliable and affordable service for customers, and align executive incentives with the durable value creation that is fundamental to a utility’s long-term strategic objectives.

​Long Term At-Risk Compensation Metrics​​​Measure Linked to​
​​​​Stockholder Return​​​• Overall Group financial performance and health ​ • Sustained stockholder value ​​
​​​​PFAS Investment and Recovery​​​• Operations, customer service, and public health ​ • Safe, reliable, and affordable service ​ • Compliance with federal and state laws and regulations ​​

Targets for each performance metric were designed to be rigorous and closely aligned with how we operate as a public utility committed to serving our customers, communities, and stockholders. In setting these long-term goals, targets were grounded in Group’s multi-year strategic plan, evaluated historical performance trends, and benchmarked against peer practices to ensure they are both challenging and competitive. In addition, the regulatory environment, external economic conditions, and the extent to which executives can reasonably influence outcomes over the performance period were considered. As a result, the targets are objective, measurable, and aligned with the long-term interests of stockholders and customers, while encouraging responsible risk-taking and sustained value creation.

Each performance‑based RSU metric includes defined threshold, target, and maximum performance levels. If threshold performance is achieved for a metric, the payout is 50% of the target opportunity; if maximum performance is achieved, the payout is capped at 200% of target. No payout is earned for any metric if threshold performance is not met. For the performance metrics applicable to the 2025 performance-based RSU award, the Committee will certify the level of achievement at the end of the three-year performance period. The number of shares awarded at the end of the three-year performance period is based on the extent the performance criteria is met over such time and subject to the officer’s continued employment through such date.

​​​​California Water Service Group | 2026 Proxy Statement | 66​​​​
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​Executive Compensation​​|​​Compensation Discussion and Analysis​

Based on the methodology described above, the Committee set the total target value for the long-term at-risk (LT-ARP) equity compensation awards for 2025 as follows:

​ · ​ · ​ · ​ · ​ · 2025 Total Target Value for Long-Term At-Risk Equity Compensation Awards · ​
​ · Officer · ​ · ​ · ​ · RSUs$ · ​ · ​ · ​ · RSAs$ · ​ · ​ · ​ · Target LT-ARP Total Value$ · ​
​President & CEO​​​​​1,432,000​​​​​​468,000​​​​​​1,900,000​​
​Group’s Senior Vice Presidents​​​​​190,000​​​​​​75,000​​​​​​265,000​​
​Group’s Vice Presidents​​​​​145,000​​​​​​75,000​​​​​​220,000​​
​All Other Officers​​​​​110,000​​​​​​45,000​​​​​​155,000​​

The 2025 performance-based RSUs are subject to the following performance measures, goals, and related payout levels for the three-year period ending on December 31, 2027.

For more information regarding the setting of Mr. Kropelnicki’s 2025 long-term performance and time-based equity compensation, see “CEO Pay Overview” in this Proxy Statement.

​​​​California Water Service Group | 2026 Proxy Statement | 67​​​​
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