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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

Elements of Compensation

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

The Committee believes a balance of fixed and variable compensation components, with short-term and long-term compensation elements, maintains a strong link over the long-term between the NEOs’ compensation and the Group’s overall performance while promoting the interests of both customers and stockholders. The Committee annually re-evaluates the mix of fixed and variable compensation, including the proportions of at-risk compensation awarded as short-term cash-based and long-term equity- based awards and stockholder feedback. Additionally, the Committee continues to monitor our program on an annual basis to ensure the structure will not incentivize excessive risk-taking.

Our executive compensation program also considers the following factors:

The overall financial and operating performance of our Company;

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Changes in market conditions, cost of living differences, market trends, and inflation;

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Each officer’s performance and contributions to the achievement of short-term and long-term financial goals and operational milestones;

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Each officer’s job responsibilities, expertise, historical compensation, and years and level of experience;

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Our overall succession planning and the importance of retaining each NEO and each NEO’s potential to assume greater responsibilities in the future; and

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Peer group benchmarking data and compensation analyses.

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We believe our executive compensation program is achieving the intended results. Our compensation programs continue to be competitive in the industry and have resulted in the attraction and retention of talented officers who contribute to the long-term success of the Group. Our compensation programs create a strong linkage between pay and performance through long-term equity and annual performance-based short-term at-risk compensation without encouraging imprudent risk taking by our officers.

Elements of Compensation

The material elements of our officer compensation program for 2025 included:

​1. Base Salary ​​​​2. Annual Short-Term Performance-Based At-Risk Compensation ​​​​3. Performance and Time-Based Long-Term Equity Compensation ​​
​4. Basic And Supplemental Pension Plan Benefits ​​​​5. Employee Funded Deferred Compensation Plan Benefits ​​​​6. Limited Perquisites ​​

In determining compensation, the Committee is mindful that as a holding company for a California regulated utility, the Group’s financial performance is substantially dependent upon CPUC regulation plus other factors, which to a large extent are beyond the control of our officers. Therefore, the Committee’s decisions regarding overall compensation are determined largely by evaluation of factors that are within the officers’ control and comparisons to companies in its peer group. As discussed below under “2025 Performance Goals and Performance,” the metrics used to determine our officers’ annual short-term performance-based at-risk compensation and the vesting of long-term performance-based equity compensation awards are appropriate metrics that align officer performance in a manner beneficial to both customers and stockholders, and do not encourage imprudent risk taking.

​​​​California Water Service Group | 2026 Proxy Statement | 47​​​​
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​Executive Compensation​​|​​Compensation Discussion and Analysis​
​​​​​Element​​​Type​​​Description​​​Purpose​
​◀ FIXED ▶​​​Base Salary​​​Cash​​​• The Compensation Committee considers factors such as job performance, responsibilities, experience, skills, capabilities, tenure, individual contributions, and market conditions ​ • Reviewed annually ​​​​• Rewards for job performance and overall leadership ​ • Maintains salaries within the “competitive range” of the market data ​ • Attracts, retains, and motivates executives who represent top talent in our industry and are essential to achieving our corporate goals ​​
​◀ VARI­ABLE, AT-RISK ▶​​​Short-Term Performance-Based Awards​​​Cash​​​• Fully at risk, with payout dependent upon the achievement of certain objectives over a one-year performance period ​​​​• Aligns annual performance and achievement with long-term strategic goals ​​
​Performance and Time-Based Equity Compensation​​​Equity​​​• More than half are performance-based restricted stock units (RSUs), subject to at-risk performance-based vesting criteria, vesting 0% to 200% based on performance against each metric; 3-year performance period ​ • Time-based restricted stock awards (RSAs); 3-year vesting period, one-third vests at the end of the first year and the remaining shares vest quarterly over the next 24 months ​​​​• Aligns compensation with the long-term interests of both stockholders and customers ​ • Attracts, retains, and motivates executive officers ​ • Encourages long-term performance by our officers ​ • Promotes stock ownership ​​

BASE SALARY

The only guaranteed portion of executive total compensation is fixed-based salaries commensurate with the performance of primary roles and responsibilities. The Committee reviews officer base salaries annually and determines whether to recommend adjustments to salaries based on performance and changing market conditions.

The Committee targets fixed base salaries for each officer that are appropriate for the performance, skills, capabilities, tenure, and individual contributions in his/her position. Consistent with established practice, the 2025 base salaries for our officers were compared to the base salaries for similar positions within the competitive data and California peers. Similarly, the total target cash compensation for our officers (considering annual short-term at-risk compensation targets) was compared to the competitive market data for target total cash compensation. Each officer’s 2025 base salary (considering annual short-term at-risk compensation targets) was within the competitive range (defined as median compensation levels for comparable roles derived from Peer Group companies or, where available, general industry survey data) of target total cash compensation.

For 2025, annual base salaries for NEOs were increased to reflect cost-of-living increases and, in some cases, performance as described in the chart below. This is intended to compensate NEOs for job performance and overall leadership while maintaining salaries within a competitive range of the market data. This market data is updated annually by the independent compensation consultant retained by the Board. The table below reflects the 2024 and 2025 annualized salaries for our NEOs.

​ · Name · ​ · ​ · ​ · 2024 Base Salary$ · ​ · ​ · ​ · 2025 Base Salary$ · ​ · ​ · ​ · Change in Base Salary% · ​
​Martin A. Kropelnicki​​​​​1,050,000​​​​​​1,081,500​​​​​​3.0​​
​James P. Lynch​​​​​470,000​​​​​​488,800​​​​​​4.0​​
​Michael B. Luu​​​​​449,400​​​​​​465,200​​​​​​3.5​​
​Shawn C. Bunting​​​​​420,000​​​​​​434,700​​​​​​3.5​​
​Shannon C. Dean​​​​​333,600​​​​​​347,000​​​​​​4.0​​

SHORT-TERM PERFORMANCE-BASED AWARD OPPORTUNITY

As a regulated utility, our strategic goals are long-term in nature and focused on achieving sustained, long-term stockholder value. We maintain an annual performance-based short-term at-risk compensation program for officers,

​​​​California Water Service Group | 2026 Proxy Statement | 48​​​​
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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.