H2O AMERICA
For the period ended Dec 31, 2025. Filed Apr 3, 2026.
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Dec 31, 2025 · Filed Apr 3, 2026
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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
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H2O AMERICA
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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| H2O AmericaNotice of Annual Meeting of Stockholders | ||
|---|---|---|
| DateMay 13, 2026Time8:00 a.m. Eastern Time | Record DateMarch 24, 2026Place16 Water Works DriveBiddeford, ME 04005 | Important Notice Regarding the Availability of Proxy MaterialsThis Proxy Statement and our Annual Report are available via the Internet at www.astproxyportal.com/ast/13455. |
Items of Business
| Proposals | Recommendation | |
|---|---|---|
| Proposal 1:Elect nine directors to serve on the Board of H2O America | ☑ | FOR |
| Proposal 2:Approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement | ☑ | FOR |
| Proposal 3:Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of H2O America for the fiscal year ending December 31, 2026 | ☑ | FOR |
| Proposal 4:Act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof | ||
Your Vote is Important
To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
| InternetGoing towww.voteproxy.com | TelephoneCalling toll-free1-800-PROXIES (1-800-776-9437) | MailMailing a completed proxy card prior to the Annual Meeting | LiveDuring the Annual Meeting |
|---|
A Letter from Our CEO and Chairman
“Our Board and management team are aligned in our mission to deliver high quality water and exceptional service by prudently and proactively investing for the long term, maintaining regulatory credibility, and operating efficiently. These important strategies position H2O America to deliver sustainable returns thanks to the hard work of our partners.”
Dear fellow stockholders,
Water is necessary to sustain life. Delivering it safely and reliably every day is a responsibility we take seriously. Ourpurpose—protecting what’s precious— guides how we invest, how we operate, and how we govern H2O America.
Across the country, aging infrastructure and emerging challenges, such as PFAS contamination and climate driven events, underscore the importance ofprudently and proactively investingto achieve optimal service. At the same time, we are acutely aware of the affordability pressures facing our customers. Our strategy is to balance these realities by replacing one percent of our distribution pipe annually, maintaining regulatory credibility, and operating efficiently so customers share in the benefits of scale and continuous improvement.
In 2025, we aligned our identity with this long-term orientation. The H2O America name reflects who we are today: anational, pure-play, investor-owned water and wastewater utility with deep local roots and a long investment horizon.
Our Board remains focused oneffective oversight, disciplined capital allocation, and long-term value creation. As part of our ongoing board refreshment program, we welcomed Nick O. Rowe to the Board in March 2026, further strengthening our operating and regulatory expertise. Following the retirement of Eric W. Thornburg, who served the company and the water industry with distinction for more than 40 years, I assumed the role of Chairman earlier this year while continuing to serve as Chief Executive Officer. We are grateful for Eric’s leadership and the strong culture he helped establish.
Long-lived infrastructure is built and sustained by people. At H2O America, we deliberately refer to our employees aspartners. The term reflects shared responsibility, mutual respect, and long-term commitment. Our partners are trusted and empowered to own outcomes, collaborate across the organization, and uphold the standards required to operate essential infrastructure safely and reliably.
Our culture is grounded in three principles:
Do it right — integrity, accountability, and transparency
Do it together — collaboration and trust
Do it with heart — service, compassion, and purpose
We lead through aservant leadership model, equipping our partners with the training, tools, and technology needed to perform at the highest level. This approach strengthens execution, reinforces regulatory trust, and supports sustainable long-term performance.
Affordability remains central to our strategy. Average water bills across our four states are at or below one percent of median household income, below the EPA’s suggested affordability thresholds, and we operate income-based assistance programs in California, Connecticut, and Maine, with plans to propose a similar program in Texas. Timely recovery mechanisms allow us to invest responsibly and maintain reasonable customer bills.
Our pending acquisitions in Texas, including Quadvest and Cibolo Valley, expand our presence in aconstructive regulatory environment with strong population growth, and provide additional scale that we can leverage to reduce costs across our platform. We expect Texas to become a meaningful contributor to long-term rate base growth. Our strategy isstraightforward and durable: invest prudently and proactively, maintain regulatory credibility, and manage risk with persistence and careful stewardship. Thanks to our partners — 837 professionals across four states — our systems operate reliably every day, and our long-term plan continues to create value for customers, communities, and capital partners, including stockholders.
Thank you for your continued trust and support.
Andrew F. Walters
Chief Executive Officer and Chairman
H2O America
| Page | |
|---|---|
| Purpose of Meeting | 1 |
| Proxy Highlights | 2 |
| Proposal 1 - Election of Directors | 6 |
| General | 6 |
| Key Experience, Qualifications, and Skills of the Board | 6 |
| Director Biographies | 7 |
| Recommendation of the Board | 16 |
| Director Recruitment and Nomination Process | 16 |
| Our Board's Qualifications | 17 |
| Board Leadership Transition | 18 |
| Board Leadership Structure | 19 |
| Board's Role in Risk Oversight | 20 |
| Director Independence | 21 |
| Board Committees | 22 |
| Evaluation of Board and Committee Performance | 23 |
| Code of Conduct | 23 |
| Board Meetings | 23 |
| Communications with the Board | 24 |
| Compensation of Directors | 24 |
| 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 |
| 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 |
| 2025 Grants of Plan-Based Awards | 53 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 55 |
| 2025 Option Exercises and Stock Vested | 56 |
| Pension Benefits | 57 |
| Non-Qualified Deferred Compensation | 63 |
| Risk Assessment of Compensation Policies and Practices | 64 |
| Pay Ratio Disclosure | 67 |
| Pay versus Performance Table | 67 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 72 |
| Compensation Committee Interlocks and Insider Participation | 72 |
| Employment Agreements, Termination of Employment, and Change in Control Arrangements | 73 |
| Committee Reports | 78 |
| Certain Relationships and Related Transactions | 79 |
| Frequently Asked Questions About the Annual Meeting | 80 |
| Other Matters | 85 |
| Appendix A | 86 |
H2O America
110 W. Taylor Street
San Jose, California 95110
Proxy Statement for the 2026 Annual Meeting of Stockholders
To Be Held on May 13, 2026
The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of H2O America®, a Delaware corporation ("H2O America" or the "Corporation"), for use at H2O America's Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 13, 2026 at 8:00 a.m. Eastern Time and at any adjournment or postponement thereof. The Annual Meeting will be held at 16 Water Works Drive, Biddeford, ME 04005.
We are distributing proxy materials to stockholders primarily via the Internet under the SEC’s “Notice and Access” rules, thereby capturing cost and environmental benefits. We expect to mail or otherwise make available, on or about April 3, 2026, the Notice Regarding the Availability of Proxy Materials that contains information about the Annual Meeting and instructions on how to view all proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"), on the Internet. Also included are instructions on how to vote and how to request a paper or e-mail copy of the proxy materials.
Purpose of Meeting
The Board has called the Annual Meeting for the following purposes:
| Proposals | Recommendation | |
|---|---|---|
| Proposal 1: To elect nine directors to serve on the Board of H2O America; | þ | FOR |
| Proposal 2: To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement; | þ | FOR |
| Proposal 3: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of H2O America for the fiscal year ending December 31, 2026; and | þ | FOR |
| Proposal 4: To act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||
The Board recommends that stockholders vote "FOR" for each of the foregoing proposals, including, in the case of Proposal 1, a vote "FOR" each of the nominees, and in the case of Proposals 2 and 3, a vote “FOR” the proposals.
We protect what’s precious
| Our Mission | Our Vision |
|---|---|
| We sustain life by providing high-quality water and exceptional service while investing in the health and vitality of the communities we serve. | Thriving communities, built on reliable water and world-class service – today and for generations to come. |
| Our Values | |
| Do It Right | Do It Together | Do It With Heart |
|---|
| At a glance | Full Year 2025 Financial Highlights | |
|---|---|---|
| $ 801MOperating Revenue | ||
| $ 105MAdjusted Net Income (non-GAAP) | ||
| $ 2.99Adjusted Diluted EPS | ||
| $ 501MCapital InvestmentsIncludes expenditures for cloud-based systems recorded as deferred assets | ||
Awards and Recognitions
Newsweek - America’s Most Responsible Companies 2026
| Fiscal Year 2025 Financial Performance Highlights | ||
|---|---|---|
| Dividends | Adjusted Diluted EPS | Net Utility Plant |
| (per share)Strong Dividend GrowthDividends paid continuously for 80+ years58 consecutive years of dividend increases | (per share)Creating Long-Term Stockholder ValueFull year 2025 adjusted diluted EPS near top end of upwardly revised guidance | (in millions)Executing Record Capital Expenditures11.3% Net Utility Plant growth rate renewing and replacing aging infrastructure, improving reliability and service quality |
Governance Highlights
Highly Engaged, Qualified, and Committed Board Members
| 9Total Members | 78%Independent |
|---|---|
| Board Refreshment and Succession Planning | |
| Water Industry, Highly Regulated Industries, or Public Utility Commission Knowledge | |
| Executive Leadership, Board Experience or Director of Publicly Traded Companies | |
- Tenure does not include service on the board of Connecticut Water Service, Inc. prior to its acquisition by the Corporation in 2019.
Committee Membership and Refreshment
| Committee Membership as of March 2026 | |||||
| Director | Audit | Compensation | Nominating & Governance | Finance | Sustainability |
|---|---|---|---|---|---|
| Carl Guardino | |||||
| Mary Ann Hanley | |||||
| Heather Hunt | |||||
| Rebecca Armendariz Klein | |||||
| Denise L. Kruger | |||||
| Gregory P. Landis (LID) | |||||
| Daniel B. More | |||||
| Nick O. Rowe | |||||
| Carol P. Wallace | |||||
| Andrew F. Walters (C) | |||||
Legend
| LID | Lead Independent Director | Committee Chair |
|---|---|---|
| C | Chairman of the Board | Audit Committee Financial Expert |
2026 Committee Refreshment*
The Board recognizes the importance of the rotation of committee members and periodic refreshment. Following the Annual Meeting and subject to stockholder approval of the director nominees, the Board will implement a series of leadership and committee membership changes as part of its ongoing board refreshment and succession planning as outlined below.
*The above charts reflect the percentage of each committee's membership undergoing designation changes since the 2025 annual meeting of stockholders, including chair rotations, member replacements, and Mr. Landis' retirement, all as part of the Board's 2026 committee refreshment plan.
Proposal 1Election of Directors
General
Nine directors, who will constitute the entire Board of the Corporation following the Annual Meeting, are to be elected at the Annual Meeting to hold office until the next annual meeting of stockholders and until a successor for such director is duly elected and qualified, or until their earlier death, resignation or removal. All nine director nominees (except Messrs. Walters and Rowe) were elected at the 2025 annual meeting of stockholders. Mr. Walters was appointed to the Board in July 2025 in connection with his appointment as the Corporation's Chief Executive Officer. Mr. Rowe, who was initially recommended by a third-party search firm, is standing for election at the Annual Meeting for the first time.
The Corporation's Bylaws provide a majority voting standard for the election of directors in uncontested elections. The election of directors at the Annual Meeting is uncontested, therefore under the Bylaws, each of the nine nominees set forth in this Proxy Statement must receive a majority of the votes cast with respect to such nomineein order to be elected, i.e., the number of votes “for” thenominee must exceed the number of votes “against” the nominee. If an incumbent director does not receive the required majority vote, such director shall promptly tender his or her resignation to the Board. Within 90 days after the Annual Meeting, (i) the Nominating & Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken; and (ii) the Board will acton the tendered resignation, taking into account such Committee’s recommendation. If the Board does not accept the resignation, the Board is required to publicly disclose its decision and the rationale behind the decision. A director who tenders his or her resignation may not participate in the recommendation of the Nominating & Governance Committee or the decision by the Board with respect to his or her resignation. For more detail about our majority voting standard, see our Bylaws which are filed with the Securities and Exchange Commission ("SEC").
Unless otherwise specified on the proxy card, each returned proxy will be voted "FOR" the election of each of the nine nominees whose biographies are provided below, each of whom has been nominated by the existing Board upon the recommendation of the Nominating & Governance Committee. In the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee chosen by the present Board to fill the vacancy, if any, or the number of directors constituting the entire Board will be reduced to eliminate the vacancy. As of the date of this Proxy Statement, H2O America is not aware of any nominee who is unable or will decline to serve as a director.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.