CALIFORNIA WATER SERVICE GROUP
For the period ended May 20, 2026. Filed Apr 8, 2026.
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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 20, 2026 · Filed Apr 8, 2026
Contents
Pay Versus Performance
| | Executive Compensation | | | | | | | Pay Versus Performance | |
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Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Chairman, President & CEO and the average of the compensation actually paid to our other NEOs and certain financial performance of the Company. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year.
Providing compensation that attracts, retains, and motivates talented officers is our committed goal. Our compensation programs 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. Our executive compensation program is designed to link officer compensation to our overall short-term and long-term performance as measured by key operational and financial objectives incorporated in both long-term and short-term performance-based compensation programs. Please refer to the Compensation Discussion and Analysis section of this Proxy Statement for details regarding how the Organization & Compensation Committee links the compensation paid to our named executive officers to our corporate performance.
| · Year(1) · · · · SummaryComp. Tablefor CEO$ · · · · Comp.Actually Paidto CEO(2)$ · · · · AverageSummary Comp. Table Total for Non-CEO NEOs$ · · · · AverageComp.Actually Paidto Non-CEONEOs(2)$ · · · · Value of Initial Fixed$100 InvestmentBased on: · · · · NetIncome$M(4) · · · · Budget toActualPerformance(EPS)(5) · | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · TSR$ · · · · Peer GroupTSR(3)$ · · | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2025 | | | | | $6,875,256 | | | | | | $3,250,025 | | | | | | $1,407,430 | | | | | | $891,721 | | | | | | $90.04 | | | | | | $89.87 | | | | | | $127.8 | | | | | | | (4.9)% | | | |||||||
| | 2024 | | | | | | 4,803,389 | | | | | | | 4,682,415 | | | | | | | 943,423 | | | | | | | 859,492 | | | | | | | 97.46 | | | | | | | 92.93 | | | | | | | 190.8 | | | | | | | 53.0% | | |
| | 2023 | | | | | | 4,856,752 | | | | | | | 3,689,961 | | | | | | | 1,003,883 | | | | | | | 704,548 | | | | | | | 107.84 | | | | | | | 105.53 | | | | | | | 51.9 | | | | | | | (52.1)% | | |
| | 2022 | | | | | | 3,351,529 | | | | | | | 3,111,318 | | | | | | | 820,950 | | | | | | | 829,540 | | | | | | | 123.71 | | | | | | | 123.42 | | | | | | | 96.0 | | | | | | | (1.7)% | | |
| | 2021 | | | | | | 3,718,087 | | | | | | | 4,495,501 | | | | | | | 1,204,755 | | | | | | | 1,050,610 | | | | | | | 144.06 | | | | | | | 144.46 | | | | | | $101.1 | | | | | | | 6.5% | | | |
(1)
The CEO for all five reporting years was Martin Kropelnicki. The other NEOs were:
| | Year | | | | CEO | | | | Other NEOs | |
|---|---|---|---|---|---|---|---|---|---|---|
| | 2025 | | | | Martin Kropelnicki | | | | James Lynch, Shawn Bunting, Michael Luu, and Shannon Dean | |
| | 2024 | | | | Martin Kropelnicki | | | | James Lynch, David Healey, Shawn Bunting, Michael Luu, and Shannon Dean | |
| | 2023 | | | | Martin Kropelnicki | | | | David Healey, Thomas Smegal III, Paul Townsley, Michael Luu, Ronald Webb, and Shawn Bunting | |
| | 2022 | | | | Martin Kropelnicki | | | | Thomas Smegal III, Paul Townsley, Robert Kuta and Michael Luu | |
| | 2021 | | | | Martin Kropelnicki | | | | Thomas Smegal III, Paul Townsley, Robert Kuta and Lynne McGhee | |
(2)
Amounts reported in this column are based on total compensation reported for our CEOs and the average of the total compensation of our other NEOs in the Summary Compensation Table for the indicated reporting year and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
(3)
Amounts reported in this column represent returns on an initial $100 investment based on the Robert W. Baird Water Utility Index, which we chose as peer group for purposes of the Pay versus Performance table.
(4)
Net income in 2024 includes $64.0 million of interim rate relief related to 2023 that was recorded in 2024 due to the delayed 2021 California General Rate Case decision.
(5)
In accordance with SEC rules, the Group is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the company) used to link compensation actually paid to our CEO and other named executive officers to Group performance for the most recently completed fiscal year. The Group determined that the annual budget-to-actual performance of the Group meets this requirement. This performance measure compares the actual diluted earnings per share to the forecasted diluted earnings per share for the calendar year. The forecasted diluted earnings per share is adopted during the budget process by the Board of Directors each year. By adhering to budgets, management is able to demonstrate to the Board, stockholders and customers that the Group is effective at managing controllable costs and has the ability to efficiently execute its business plan.
| | | | | California Water Service Group | 2026 Proxy Statement | 87 | | | | |
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| | Executive Compensation | | | | | | | Pay Versus Performance | |
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Chairman, President & CEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation
| | | | | | 2025$ | | |||
|---|---|---|---|---|---|---|---|---|---|
| | Summary Compensation Table Reported Compensation | | | | | | 6,875,256 | | |
| | Deduction for pension values reported in SCT for the covered year | | | | | | (2,254,426) | | |
| | Increase for pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | | | | | $64,313 | | | |
| | Deduction for grant date fair value of equity awards reported in “Stock Awards” column of the SCT for the covered year | | | | | | (1,950,119) | | |
| | Increase for the fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | | | | | | 1,752,906 | | |
| | Deduction for the change in fair value as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | | | | | | (1,258,067) | | |
| | Increase for the change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | | | | | 10,293 | | |
| | Increase for the dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise reflected in the fair value of such award | | | | | | 9,868 | | |
| | Total Compensation Actually Paid | | | | | | 3,250,025 | | |
Average Non-Chairman, President & CEO NEO SCT Total to CAP Reconciliation
| | | | | | 2025$ | | |||
|---|---|---|---|---|---|---|---|---|---|
| | Summary Compensation Table Reported Compensation | | | | | | 1,407,430 | | |
| | Deduction for pension values reported in SCT for the covered year | | | | | | (406,712) | | |
| | Increase for pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | | | | | | 56,108 | | |
| | Deduction for grant date fair value of equity awards reported in “Stock Awards” column of the SCT for the covered year | | | | | | (272,015) | | |
| | Increase for the fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | | | | | | 244,925 | | |
| | Deduction for the change in fair value as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | | | | | | (140,719) | | |
| | Increase for the change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | | | | | 1,387 | | |
| | Increase for the dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise reflected in the fair value of such award | | | | | | 1,318 | | |
| | Total Compensation Actually Paid | | | | | | 891,721 | | |
| | | | | California Water Service Group | 2026 Proxy Statement | 88 | | | | |
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| | Executive Compensation | | | | | | | Pay Versus Performance | |
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Tabular List of Performance Metrics
The following are the most important financial performance measures (and non-financial performance measures), as determined by the Group, that link compensation actually paid to our NEOs to the Group’s performance for the most recently completed fiscal year.
| | Budget to Actual Performance (EPS) | |
|---|---|---|
| | Stockholder Return | |
| | Infrastructure Improvement and Utility Plant Investment | |
| | Customer Service and Support | |
| | Emergency Preparedness and Safety | |
| | Water Quality and Public Health | |
| | PFAS Investment and Recovery | |
Compensation Actually Paid versus Total Shareholder Return (TSR), Net Income, and Budget to Actual Performance
The following graphs describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return, net income and budget to actual performance (EPS) for the indicated years. In addition, the first graph below compares the Group’s cumulative TSR and our peer group cumulative TSR.
| | | | | California Water Service Group | 2026 Proxy Statement | 89 | | | | |
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| | Executive Compensation | | | | | | | Pay Versus Performance | |
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| | | | | California Water Service Group | 2026 Proxy Statement | 90 | | | | |
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