DEF 14A of H2O America, Apr 29, 2024

DEF 14A of H2O America

Filed Apr 29, 2024 · FY20230000766829-24-000043

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  1. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    Key Experience, Qualifications, Attributes and Skills of Board Nominees The following biographies describe the particular experience, qualifications, attributes and skills that led the Board to conclude that each continuing director and nominee should serve as a director of SJW Group. The Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, and that, collectively, such nominees’ diverse skill sets and perspectives ensure that the Board will continue to be well-suited to provide the Corporation with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. No nominee or current director has any family relationship with any other current director, nominee or with any executive officer. Other than Eric W. Thornburg, whose employment relationships with the Corporation and its subsidiaries are described below, no nominee is or has been employed by the Corporation or its subsidiaries during the past five years. The age of each director is as of the date of the 2024 Annual Meeting.

  2. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Carl Guardino | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Mr. Guardino currently serves as Vice President of Government Affairs and Policy at Tarana Wireless, Inc., a position he has held since November 2022. In 2007, the Governor of California appointed Mr. Guardino as a Commissioner of the California Transportation Commission and he is serving in his fifth term and is currently the Chair of the Commission. Mr. Guardino served as a director on the board of Equilar, Inc. until 2021. Mr. Guardino served as Executive Vice President, Government Affairs and Policy at Bloom Energy Corp. from 2020 to 2022. He served as President and Chief Executive Officer of the Silicon Valley Leadership Group (“SVLG”) from 1997 to 2020 and served as Vice President from 1991 to 1995. From 2002 to 2020, he also served as Executive Director of SVLG Foundation. He also held an executive position in governmental affairs with Hewlett-Packard Corporation from 1995 to 1997. From 1987 to 1990, he served as Chief Assistant for California State Assemblyman Rusty Areias. Mr. Guardino received a Bachelor of Arts in political science from San Jose State University where he is a Distinguished Alumnus. | | Age: 62 | | Committees | | Director Since: 2020 | | ● Nominating & Governance | | | | ● Sustainability | | Key Experience, Qualifications, Attributes and Skills | | | | Mr. Guardino’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, its commitment to community involvement, and the Corporation's execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Experience leading the SVLG, a prominent public policy trade association that represents hundreds of Silicon Valley’s most respected companies | | | ● | Championed public policy at the local, state, and federal level for more than three decades | | | ● | Led a number of successful ballot measures, especially in the areas of transportation and housing | |

  3. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Mary Ann Hanley | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Ms. Hanley has been a Trustee of Goodwin University since 2018 and a member of the University’s Executive Committee and Economic and Strategic Development Committee since 2017. Ms. Hanley has also been a Director of Enders Island, a retreat center, and a member of its finance committee since 2021. Ms. Hanley served as a director of Connecticut Water Service, Inc. ("CTWS") from 1999 until its acquisition by the Corporation in 2019. Ms. Hanley served as Director of the Valencia Society, the endowment fund for St. Francis Hospital and Medical Center, which is part of Trinity Health of New England (“Trinity Health”), from 1998 to 2003, and as an officer for business development from 2003 to 2013 and liaison for government and community alliances at Trinity Health from 2013 to 2023. Ms. Hanley served as the Chair of the Board of Oak Hill School, the largest private non-profit provider of services for people with disabilities in Connecticut, from 2017 until 2021. From 1995 to 1998, she was Legal Counsel to the Governor's Office, State of Connecticut and then Director of the State's Office for Workforce Competitiveness from 1999 to 2010. Ms. Hanley received a Bachelor of Arts from UCONN and a Master's Degree in Public Policy from Trinity College and UCONN School of Law. | | Age: 67 | | Committees | | Director Since: 2019 | | ● Audit | | | | ● Nominating & Governance | | | | ● Sustainability | | Key Experience, Qualifications, Attributes and Skills | | | | Ms. Hanley’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's governmental relations in New England, legal and risk management, corporate governance, and commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Over 10 years serving in state government both as a consultant and key government official in the offices of two Connecticut Governors | | | ● | Over 15 years of direct interaction with the Connecticut General Assembly, executive branch agencies and the state's Congressional delegation | | | ● | Negotiated legislative initiatives with members of the Connecticut General Assembly, business leaders and others, including the resolution of a state budget stalemate | | | ● | Served as Secretary/Treasurer for over 10 years of CCEDA (Capitol City Economic Development Authority, now CRDA), which had oversight of a $1 billion investment in redeveloping downtown Hartford, Connecticut | | | ● | Served as Director of the Office for Workforce Competitiveness for the Connecticut Employment and Training Commission, the statewide workforce board responsible for recommending policy and planning guidance to the Governor and the legislature on workforce related strategies, investments, and programs | |

  4. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Heather Hunt | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Ms. Hunt currently serves as an Executive Director of the New England States Committee on Electricity since 2009. From 2003 to 2008, she was an attorney and practiced regulatory law in Connecticut. Ms. Hunt served as a director of CTWS from 2006 until its acquisition by the Corporation in 2019. From 2001 to 2003, Ms. Hunt was Director of State and Local Government Affairs at United Technologies Corporation and before that she worked at the Southern Connecticut Gas Company in various regulatory and public policy capacities, ultimately serving as its Vice President. Ms. Hunt served as a Commissioner of the Maine Public Utilities Commission from 1995 to 1998 and as a Commissioner of the Connecticut Department of Public Utility Control from October 1993 to 1995. Ms. Hunt served on the Living Donor Committee of the Organ Procurement and Transplant Network, the non-profit organization that manages the nation's organ transplant system under contract with the federal government, from 2015 to 2022. Ms. Hunt received a Bachelor of Arts in Politics from Fairfield University and a Juris Doctor from Western New England College School of Law. | | Age: 58 | | Committees | | Director Since: 2019 | | ● Executive Compensation | | | | ● Nominating and Governance (Chair) | | Key Experience, Qualifications, Attributes and Skills | | | | Ms. Hunt’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry as well as its policies and practices related to legal and risk management, corporate governance, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Experience as a utility regulator in Connecticut and Maine in which she oversaw the rates and services of water and other public utilities | | | ● | Experience interacting with government officials at the state level | | | ● | Served as Vice President for a Connecticut natural gas utility, representing the company's interests before public utility regulators, and managing its government relations activities | | | ● | Served as Director of State and Local Government affairs for Connecticut's then-largest employer | | | ● | Owned a regulatory law practice and represented private and quasi-public entities in utility-related regulatory matters | | | ● | Current service as the Executive Director of New England's Regional State Committee on Electricity | |

  5. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Rebecca Armendariz Klein | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Ms. Klein is Principal of Klein Energy, LLC, an energy consulting company based in Austin, Texas, a position she has held since she founded the firm in 2006. Ms. Klein served on the Board of the Lower Colorado River Authority, including as Chair, from 2007 to 2013. Previously, Ms. Klein was the Chair of the Texas Public Utility Commission from 2001 to 2004. Ms. Klein also worked for KPMG Consulting (now Deloitte) where she headed the development of the Office of Government Affairs and Industry Relations in Washington, D.C., from 2000 to 2001. Ms. Klein has served on the board of Avista Corp., a publicly traded utility in the Pacific Northwest since 2010, and Diamondback Energy, a publicly traded oil and natural gas company since 2022. Ms. Klein is a Board member of Los Alamos Technical Associates, a privately held environmental remediation and engineering company, since 2022. She is also the Founder and a director of the Texas Energy Poverty Research Institute since 2015. Ms. Klein serves on the Advisory Board of Saber Partners, a financial advisory firm specializing in utility securitizations, since 2006. Ms. Klein retired from the U.S. Air Force Reserve as a Lieutenant Colonel. Ms. Klein earned a Juris Doctor from St. Mary’s University School of Law in San Antonio, Texas. She also holds a Master of Arts in National Security Studies from Georgetown University, a Bachelor of Arts in Human Biology from Stanford University, and a Master of Business Administration from MIT. | | Age: 59 | | Committees | | Director Since: 2021 | | ● Executive Compensation | | | | ● Finance | | | | ● Sustainability | | Key Experience, Qualifications, Attributes and Skills | | | | Ms. Klein's principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry as well as its policies and practices with respect to governmental and regulatory affairs, legal and risk management, and corporate governance. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Founder and Principal of a firm addressing regulatory, market dynamic, and capital acquisition matters for water, energy, and telecommunications companies | | | ● | Served as chairman and commissioner of the Public Utilities Commission of Texas | | | ● | Served as chairman and vice chairman of the Lower Colorado River Authority, a government owner and operator of water, electric, and hydropower systems | | | ● | Experience in federal and state executive branches at the White House and in the Office of the Governor of Texas | | | ● | Experience on the advisory board of the Stanford Women on Boards Initiative, a non-profit committed to increasing women’s representation on corporate boards | | | ● | 25 years of military service as a Lieutenant Colonel in the U.S. Air Force reserve | |

  6. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Denise L. Kruger | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Ms. Kruger has over 25 years of experience in the utility industry, including serving as the Senior Vice President, Operations, Regulated Utilities, for Golden State Water Company, a subsidiary of American States Water that provides water and electric service to customers in California, from 2004 until 2021. Ms. Kruger had oversight of all functions in Regulated Utilities, including water operations, asset management, environmental quality, customer and community relations, customer service, water use efficiency, water resources, and customer growth through acquisitions of regulated water systems in California. She joined Golden State Water Company in 1992 as Manager of Quality Assurance and Water Quality. Ms. Kruger held the positions of Vice President, Water Quality, and Vice President, Customer Service. Ms. Kruger serves as a director of the California Foundation for the Environment and Economy. Ms. Kruger received a Bachelor of Science Degree in Mechanical Engineering from the University of California-Davis, and a Master of Business Administration Degree from the University of California-Irvine. | | Age: 60 | | Committees | | Director Since: 2023 | | ● Audit | | | | ● Sustainability | | Key Experience, Qualifications, Attributes and Skills | | | | Ms. Kruger’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, including in connection with matters such as water supply and environmental and economic regulation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows | | | | ● | Former Senior Vice President of Regulated Utilities at Golden State Water Company. | | | ● | Former Chair of the Water Research Foundation, an organization responsible for over $460 million worth of water related research | | | ● | Former Chair of the American Ground Water Trust | | | ● | A proven leader in the drinking water industry with over 30 years experience | | | ● | Served as Chair of the Water Research Foundation | | | ● | Served on Executive Committee of American Water Works Association | | | ● | Board member of the California Foundation on the Environment and Economy | | | ● | Former consultant to the California Water Association | |

  7. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Gregory P. Landis | | | | Position with the Corporation: Lead Independent Director | | | | | | Business Experience | | | | Mr. Landis currently serves as Of Counsel to 3DLaw, PLLC (formerly, 300degrees PLLC), a position he has held since 2021, and was Of Counsel to Yarmuth LLP from 2016 until 2021. Prior to these roles, Mr. Landis served as General Counsel and Senior Vice President of TerraPower, LLC from 2013 until 2015 and Senior Advisor from 2015 until 2018. Mr. Landis also served as a director of Unwired Planet, Inc. from 2013 to 2015. He was General Counsel and then Senior Legal Advisor of Intellectual Ventures from 2007 until 2012. Previously, Mr. Landis served as the General Counsel and Executive Vice President of Vulcan Inc. from 2005 to 2007, and from 1995 to 2005 was the General Counsel of AT&T Wireless Services, Inc., where he also served as Executive Vice President and Corporate Secretary. From 1985 until 1995, Mr. Landis was a partner at the law firm of McCutchen, Doyle, Brown & Enersen. Mr. Landis holds a Juris Doctor, cum laude, from Harvard Law School and a Bachelor of Arts, magna cum laude, from Yale University. | | Age: 73 | | Committees | | Director Since: 2016 | | ● Executive Compensation (Chair) | | | | ● Finance | | | | ● Nominating and Corporate Governance | | Key Experience, Qualifications, Attributes and Skills | | | | Mr. Landis’ principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's reporting and compliance requirements and corporate governance, and the Board’s consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Legal, corporate governance, and mergers and acquisitions experience, including nearly 20 years of experience as chief legal officer for public and private corporations and over 18 years in commercial litigation | | | ● | Utility regulatory experience before the California Public Utilities Commission and the Federal Energy Regulatory Commission | | | ● | Leadership of government relations functions at public and private companies | | | ● | Experience serving on the board of directors, chairing the nomination and governance committee and serving on special committees of another publicly traded corporation | | | ● | Service on various non-profit boards, including as board chair, finance committee chair, and strategic planning co-chair | | | ● | Service on various executive committees, including compensation and benefits, business ethics, and recruiting | |

  8. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Daniel B. More | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Mr. More currently serves as a Senior Advisor to Guggenheim Securities, a position he has held since 2015, and as a Director of Clearway Energy, Inc. since 2019. He served as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley from 1996 until his retirement in 2014. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. He served as a director of Saeta Yield from 2015 until 2018 and served as a director of the New York Independent System Operator from 2014 until 2016. Mr. More holds a Bachelor of Arts in Economics from Colby College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. | | Age: 68 | | Committees | | Director Since: 2015 | | ● Audit (Chair) | | | | ● Executive Compensation | | | | ● Finance (Chair) | | Key Experience, Qualifications, Attributes and Skills | | | | Mr. More’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's financial reporting requirements, financing transactions and capital raising activities, as well as the Board’s consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Over 30 years of experience in investment banking, including capital raising, privatizations, and mergers and acquisitions with specialization in the utility sector since 1986 | | | ● | Experience and knowledge in business strategy, strategic initiatives, corporate governance, and executive recruiting | | | ● | Experience and knowledge of utility regulation, cost of capital proceedings and the rate making process | |

  9. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Eric W. Thornburg | | | | Position with the Corporation: President, Chief Executive Officer and Chairman of the Board | | | | | | Business Experience | | | | Mr. Thornburg has been the President and Chief Executive Officer of the Corporation and SJW Land Company and Chief Executive Officer of San Jose Water Company and SJWTX, Inc. since 2017, and Chairman of the Board of the Corporation, San Jose Water Company, SJW Land Company and SJWTX, Inc. since 2018. Since 2019, Mr. Thornburg has also served as Chairman of the Board of SJWNE LLC and CTWS and all of its subsidiaries. Prior to joining the Corporation, Mr. Thornburg served as President and Chief Executive Officer of CTWS from 2006 until 2017 and Chairman of the Board of CTWS from 2007 until 2017. Mr. Thornburg served as President of Missouri-American Water, a subsidiary of American Water Works Corporation from 2000 to 2004. From 2004 to 2006, he served as Central Region Vice President-External Affairs for American Water Works Corporation. Mr. Thornburg holds a Bachelor of Arts in Biology and Society from Cornell University and a Master’s Degree in Business Administration from Indiana Wesleyan University. | | Age: 64 | | | | Director Since: 2017 | | | | Key Experience, Qualifications, Attributes and Skills | | | | Mr. Thornburg’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's operations in a heavily regulated industry, management of its water supply and execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | Over 30 years of leadership experience in the investor-owned water utility profession across 10 states and current service as the President, Chief Executive Officer, and Chairman of the Corporation with intimate knowledge and experience of the Corporation’s day-to-day operations | | | ● | Served as President and Chief Executive Officer of another publicly traded water utility for over 11 years, including 10 years as Board Chairman | | | ● | Served as President of the National Association of Water Companies ("NAWC") in 2011, and as a Director for an aggregate of 10 years | | | ● | Served as a Trustee of the Water Research Foundation until January 2022 | |

  10. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Carol P. Wallace | | | | Position with the Corporation: Director | | | | | | Business Experience | | | | Ms. Wallace currently serves as a director of Sandstone Group, LLC, a position she has held since 2012. Prior to serving on the Board of the Corporation, Ms. Wallace served as a director of CTWS from 2002 until its acquisition by the Corporation in 2019, as Chair of the CTWS Board from 2017 to 2019, and as Lead Independent Director of CTWS from 2012 until 2017. She served as the Chief Executive Officer of Cooper-Atkins Corporation, a manufacturer of temperature acquisition instruments, from 1994 until 2018 and as an employee from 1991, prior to its new ownership. She served as a Board member of Middlesex Hospital, Middletown, Connecticut from 2013 until 2018. Ms. Wallace served as a director of Zygo Corporation from 2005 until 2014. Ms. Wallace received a Bachelor of Arts in Biology from Middlebury College. | | Age: 69 | | Committees | | Director Since: 2019 | | ● Audit | | | | ● Finance | | | | ● Sustainability (Chair) | | Key Experience, Qualifications, Attributes and Skills | | | | Ms. Wallace’s principal experience, qualifications and skills contribute to the Board's oversight of the Corporation's executive leadership development, strategic planning, and customer and employee relations. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows: | | | | ● | 24 years of experience as CEO of Cooper-Atkins Corporation, a technology company that had $50 million in annual sales, with overall responsibility for all financial activity, audit, executive compensation, real estate, governance, management risk assessment, IT and strategic initiatives | | | ● | Experience with executing acquisitions | | | ● | Familiarity with and knowledge of regulatory activity related to the water industry | | | ● | Prior service as the Chair of the Connecticut Business & Industry Association | | | ● | Experience interacting with government officials at the state level | |

  11. Key Experience, Qualifications, Attributes and Skills of Board Nominees

    | Recommendation of the Board | | | ☑ | The Board unanimously recommends that stockholders vote FOR the election of the nine nominees beginning on page 7. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR each of the nine nominees. |

  12. Compensation of Directors

    Compensation of Directors The following table sets forth certain information regarding the compensation of each non-employee director of the Corporation for the 2023 fiscal year:

  13. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Walter J. Bishop (3) | 38,833 | — | 38,833 | | Carl Guardino | 93,000 | 93,225 | 186,225 | | Mary Ann Hanley | 106,500 | 93,225 | 199,725 | | Heather Hunt | 112,000 | 93,225 | 205,225 | | Rebecca A. Klein | 105,000 | 93,225 | 198,225 | | Denise L. Kruger (4) | 31,000 | 61,913 | 92,913 | | Gregory P. Landis | 145,500 | 93,225 | 238,725 | | Daniel B. More | 137,500 | 93,225 | 230,725 | | Carol P. Wallace | 114,667 | 93,225 | 207,892 |

  14. Compensation of Directors

    (1)Consists of the annual retainer and meeting fees for service as a member of the Board for the 2023 fiscal year, including amounts deferred under the Corporation’s Deferral Election Program for Non-Employee Board Members. For further information concerning such fees, see the section below titled "Director Annual Retainer and Meeting Fees." (2)Represents the grant-date fair value of a restricted stock unit award covering shares of the Corporation's common stock made to the non-employee director under the Formulaic Equity Award Program for Non-Employee Board Members described in the section below titled “Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members.” The applicable grant-date fair value of each award was calculated in accordance with FASB ASC Topic 718 and accordingly determined on the basis of the closing selling price per share of SJW Group’s common stock on the award date as appropriately discounted to reflect the lack of dividend equivalent rights. The reported grant-date value does not take into account any estimated forfeitures related to service-vesting conditions. (3)Mr. Bishop's term as a director ended on April 26, 2023. (4)Ms. Kruger was appointed a director of the Corporation on September 1, 2023. Director Annual Retainer and Meeting Fees The following table sets forth the 2023 annual retainer fees for the non-employee directors of the Corporation.

  15. Compensation of Directors

    | | 2023 Annual Retainer ($) | | Chair | 100,000 | | Other Board Members | 75,000 | | Additional Fee for Lead Independent Director | 25,000 | | Audit Committee Chair | 15,000 | | Executive Compensation Committee Chair | 12,500 | | All other Committee Chairs | 10,000 |

  16. Compensation of Directors

    The 2023 meeting fees for non-employee Board and Committee members of the Corporation were $1,500 per meeting. The meeting fees are the same for attending Board and Committee meetings held telephonically. In the event a non-employee director attends a scheduled in-person Board or Committee meeting by telephone, they will be entitled to receive the applicable per meeting fee for the first meeting attended by telephone in a calendar year, and half of such meeting fee for each subsequent scheduled in-person meeting attended by telephone in the same calendar year. Non-employee directors may also receive fees, determined on a case-by-case basis by the Corporation's Executive Compensation Committee and ratified by the Board, for attending additional meetings other than Board or Committee meetings, such as Board retreats, strategic planning meetings, or other programs organized by the Corporation or its subsidiaries. During fiscal year 2023, each non-employee director was paid $3,000 for attending two strategic planning meetings. Deferral Election Program for Non-Employee Board Members Pursuant to the Deferral Election Program for Non-Employee Board Members (the “Deferral Election Program”), each non-employee director of the Board has the opportunity to defer: (i) either 50% or 100% of their annual retainer fees for serving on the Corporation's Board; and (ii) 100% of their fees for attending pre-scheduled meetings of such boards or any committees of such boards on which they serve. The deferral election is irrevocable and must be made prior to the start of the year for which the fees are to be earned. The fees which a non-employee director elects to defer under such program for the fiscal year are credited to a deferral election account pursuant to one of the following alternatives selected by the Compensation Committee: (i) in a lump sum on the first business day of that calendar year or as soon as administratively practicable thereafter; or (ii) periodically when the fees would otherwise become due and payable during such calendar year in the absence of their deferral election for that calendar year in which case the amounts credited shall be fully vested on crediting. In the event of such lump sum credit, the non-employee directors will vest in the portion of their account attributable to each board or board committee on which they serve during a calendar year in a series of 12 equal monthly installments upon their completion of each calendar month of service on that board or board committee during such calendar year. For the deferral election accounts established for the 2023 calendar year, the periodic credit alternative was utilized. The deferral election account will be credited with a fixed rate of interest, compounded semi-annually, set at the start of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company, a wholly-owned subsidiary of the Corporation ("SJWC"), (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120% of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding. Distribution of the vested balance credited to each director's deferral election account will be made or commence on the 30th day following their cessation of Board service either in a lump sum or through a series of up to 10 annual installments in accordance with the director's payment election. Mr. More elected to defer all of his 2023 annual retainer fees and pre-scheduled 2023 meeting fees; and Ms. Hanley elected to defer 50 percent of her 2023 annual retainer fees. Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members The Corporation has implemented a Formulaic Equity Award Program for Non-Employee Board Members ("Formulaic Program") under the Amended and Restated Long-Term Incentive Plan which provides that at the close of business on the date of each annual stockholder meeting, each individual who is elected or re-elected to serve as a non-employee director of the Board will automatically be granted restricted stock units covering that number of shares of common stock (rounded up to the next whole share) determined by dividing the applicable annual amount by the fair market value per share on such date. Non-employee directors who commence service following the date of an annual stockholder meeting and before the date that is two months prior to the next annual stockholder meeting, will automatically be granted restricted stock units based on the annual amount for the year of commencement of Board service, pro-rated for the period of service to the next annual meeting (the “Interim Award”). The applicable annual amount was $95,000 for 2023. Each restricted unit awarded entitles the non-employee director to one share of the Corporation's common stock on the applicable vesting date of that unit. Each restricted stock unit award will vest in full upon the non-employee director's continuation of Board service through the day immediately preceding the date of the first annual stockholder meeting following the annual stockholder meeting at which that restricted stock unit award was made (or the one-year anniversary of the grant date of the Interim Award), subject to accelerated vesting following a change in control or cessation of Board service by reason of death or permanent disability prior to such vesting date. Each non-employee director must retain beneficial ownership of at least 50% of the shares of common stock issued in connection with the vesting of such restricted stock unit award until such time as such individual is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee directors. Pursuant to the Formulaic Program, on April 26, 2023, each non-employee director elected at the 2023 annual stockholder meeting received an award of restricted stock units covering 1,232 shares of common stock. On September 1, 2023, Ms. Kruger received an award of restricted stock units covering 968 shares of common stock in connection with her appointment to the Corporation's Board. Expense Reimbursement Policies Under the Corporation's Director Compensation and Expense Reimbursement Policies, each non-employee director will be reimbursed for all reasonable expenses incurred in connection with their attendance at Board or committee meetings of the Corporation or its subsidiaries as well as their attendance at certain other meetings held by such companies. Expenses subject to reimbursement for fiscal year 2023 include the expense of traveling first class for any travel within the United States.

  17. Compensation of Directors

    | PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION |

  18. Compensation of Directors

    Pursuant to Section 14A(a)(1) of the Exchange Act, the Corporation's stockholders are entitled to vote at the Annual Meeting to approve the compensation of the Corporation's named executive officers, as disclosed in this Proxy Statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. However, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Corporation, the Corporation's Board, or the Executive Compensation Committee of the Board. Although the vote is non-binding, the Corporation's Board and the Compensation Committee value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions affecting the Corporation's executive officers. In deciding how to vote on this proposal, the Board encourages you to read the "Compensation Discussion and Analysis" section beginning on page 33 and "Summary Compensation Table" beginning on page 51. The Compensation Committee has made enhancements in recent years to better align our executive compensation programs with our strategic objectives, and to respond to changes in the marketplace and feedback received from stockholders and stockholder advisory groups as discussed in the Compensation Discussion and Analysis section of this Proxy Statement.

  19. Executive Compensation Highlights

    Executive Compensation Highlights Our named executive officers' compensation program consists primarily of base salary, a short-term cash incentive award, long-term equity incentive awards in the form of performance-based restricted stock units ("PSUs") and service-based restricted stock units ("Service RSUs"), and participation in our retirement plans. The only fixed component of pay is base salary. Our executive officers' cash and equity incentive awards are driven by metrics that align with the Corporation’s business, short-term strategic operating goals and long-term growth strategy. For the 2023 fiscal year, the cash incentive compensation for our executive officers was based on four categories of performance goals: diluted earnings per share, capital additions, key operational goals, and key strategic goals. For 2023, we increased the weighting of the strategic goals, which continue to be consisted of water supply and forest health plans, resulting in an equal weighting for each category. For the PSU awards, we retained a combination of return on equity ("ROE") goals, to maintain our focus on absolute levels of long-term financial returns, and relative total shareholder return ("rTSR") goals, to ensure alignment with the long-term interests of our stockholders. Our executive officers' 2023 performance demonstrates our commitment to delivering value to our stockholders and customers, with strong performance on financial, operational, and strategic goals. For 2023, our performance resulted in 117.5% achievement of target for the short-term cash incentive compensation awards, 72.88% achievement of target and payout for the ROE PSUs for the 2021-2023 performance period, and 125% achievement of target and payout for the rTSR PSUs for the 2021-2023 performance period. As indicated in the charts below, consistent with our peers, a significant portion of our named executive officers' compensation is "at risk." The 2023 short-term cash incentive compensation and long-term equity incentive compensation for Mr. Thornburg constituted 74 percent of his annual total target direct compensation, and the short-term cash incentive compensation and long-term equity incentive compensation for our other named executive officers as a group, constituted 51 percent of their annual total target direct compensation. The allocations of total direct compensation to performance-based and long-term incentive compensation for our CEO and other named executive officers are generally consistent with the average for our peer group, as presented in the following charts.

  20. Executive Compensation Practices and Governance Highlights

    | WHAT WE DO | | | | | • | Align our executive pay with performance | • | Maintain a clawback policy, effective as of December 1, 2023, including for our PSUs | | • | Provide a balance of annual and long-term incentives that include multiple measures tied to our financial, operational, and strategic goals, including sustainability and stock price performance | • | Prohibit hedging and pledging of the Corporation's common stock | | • | Provide change in control payments under the Executive Severance Plan only on a double trigger | • | Maintain a meaningful equity ownership policy for the executive officers | | • | Include caps on individual payouts in short-term and long-term incentive plans | • | Compensation Committee retains independent compensation consultants | | • | Hold an annual "say-on-pay" advisory vote | • | Compensation Committee regularly meets in executive session without management present | | • | Annually assess risks in our compensation programs | • | Regularly evaluate our peer group and pay positioning |

  21. Executive Compensation Practices and Governance Highlights

    | WHAT WE DON'T DO | | | | | • | Pay dividends on unvested equity awards | • | Provide excessive perquisites, nor tax gross-ups on perquisites | | • | Provide excise tax gross-ups to the CEO, nor to executive officers appointed after October 2022 | • | Allow short sales of, or purchases of equity derivatives relating to, our common stock by officers or directors |

  22. Components of Compensation

    | Base salary | Annual short-term cash incentives | Long-term equity incentive awards | Retirement benefit accruals | | It is the Compensation Committee's objective to set a competitive annual base salary for each executive officer. The Compensation Committee believes that such competitive base salaries are necessary to attract and retain top quality executives. | The annual cash incentive awards are designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic and operational goals. | Long-term incentive awards are made to executive officers in the form of Service RSUs and leveraged PSUs covering shares of the Corporation's common stock. | Executive officers are eligible to participate in tax-qualified pension plans and supplemental retirement plans or individual agreements. |

  23. Components of Compensation

    There is no policy for the allocation of compensation between cash and non-cash (equity) components or between short-term and long-term components, and there are no pre-established ratios between the CEO's compensation and that of the other named executive officers. The named executive officers are also provided with market competitive benefits and perquisites and are entitled to severance benefits in the event their employment terminates under defined circumstances, as discussed in the section entitled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement. Base Salary Mr. Thornburg's base salary for the 2023 fiscal year was set at $874,000 by the Compensation Committee, an increase from $827,500 for 2022. In setting the 2023 fiscal year base salaries for the other named executive officers, the Compensation Committee considered each executive officer's tenure and responsibilities with the Corporation, competitive market data for the officer's position, the cost of living, internal pay equity, and the other components of the officer's total direct compensation for the year. The Compensation Committee approved salary increases of three percent to five percent for Messrs. Brown and Hauk, and 21 percent and 13 percent for Ms. Johnson and Mr. Walters, respectively, to reflect their increased responsibilities. See the section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decision regarding pay positioning. The following table sets forth the annual base salary levels in effect for the 2022 and 2023 fiscal years for all of the named executive officers.

  24. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Under our short-term incentive program, our named executive officers are eligible to receive cash incentive payments based on their respective target incentive amounts and the Corporation's achievement of specified performance criteria and, with respect to our named executive officers other than the CEO, individual performance. Target Incentive Amounts Each year, the Compensation Committee establishes target annual cash incentive compensation for each named executive officer tied to a percentage of base salary. See section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decisions regarding pay positioning. The following table sets forth the target annual cash incentive compensation percentages in effect for the 2022 and 2023 fiscal years for our named executive officers, based on their base salaries for the respective year.

  25. Annual Cash Incentive Compensation

    | | Annual Incentive Cash Compensation | | | | Name | 2022 Target (%) | 2023 Target (%) | Change (%) | | Eric W. Thornburg | 80 | 90 | 10 | | Andrew F. Walters | 50 | 50 | — | | Willie Brown | 35 | 35 | — | | Bruce A. Hauk | 35 | 45 | 10 | | Kristen A. Johnson | 35 | 35 | — |

  26. Annual Cash Incentive Compensation

    Performance Goals The performance goals set by the Compensation Committee for the annual cash incentive compensation program in fiscal year 2023 consist of two separate financial goals, operational goals, and strategic goals, with the portion of target annual cash incentive compensation allocated to each goal set forth in the table below. The actual annual cash incentive compensation attributable to each performance goal could have ranged, based on exceptional individual performance, from (i) 0 percent to 150 percent of the portion of the target amount allocated to that goal for the CEO, and (ii) from 0 percent to 200 percent of the portion of the target amount allocated to that goal target for the other named executive officers. If the actual level of attainment of any performance goal was between two of the designated levels, then the annual cash incentive compensation potential with respect to that goal would be interpolated on a straight-line basis. For fiscal year 2023, the financial goals were diluted earnings per share and capital additions. The Compensation Committee kept diluted earnings per share as a short-term incentive performance metric to provide for an appropriate focus on cost management and corporate earnings within the context of a balance of financial, operational and strategic goals and to align management and stockholder interests. Capital additions continued to be included as a second financial goal to support long-term stewardship of our water distribution systems and the efficient and effective deployment of capital expenditures for the health and resilience of these systems. Continuance of the capital additions metric was also intended to realize the return on investment of such expenditures and to promote our earnings growth strategy. The Committee established three operational performance metrics for fiscal year 2023 for each of San Jose Water Company ("SJWC"), The Texas Water Company ("TWC"), The Connecticut Water Company ("CWC"), and The Maine Water Company ("MWC"), all wholly-owned subsidiaries of the Corporation (collectively, the "Water Utility Subsidiaries") in the following categories for the reasons discussed below: •Customer Satisfaction: High quality water service as measured by customer satisfaction is a critical indicator of our overall effectiveness and is a focus of our state utility commissions. •Employee Engagement and Satisfaction: It is our view that engaged and satisfied employees deliver high quality service to our customers, serve as ambassadors for our companies, and reflect the effectiveness of management. •Environmental Leadership - Water Quality: The quality of our life-sustaining product is paramount to the health and well-being of our communities. As a pure-play water utility, this metric is central to our mission and of utmost importance to our customers, regulators, and all of our other stakeholders. Our 2023 strategic goals pertain to water supply and forest health plans for our California operations. This reflects our strategic focus on water supply resilience and environmental stewardship of our watershed lands, both critical elements of risk management and sustainability.

  27. Annual Cash Incentive Compensation

    | 2023 Annual Incentive Cash Compensation Performance Goals | | | | | | | Performance Criteria | Allocation | Threshold | Target | Maximum | Actual | | Financial Goals | 50% | | | | | | SJW Group Diluted Earnings Per Share | 25% | $2.51 | $2.61 | $2.71 | $2.76 | | SJW Group 2023 Capital Additions | 25% | $238,000,000 | $248,000,000 | $258,000,000 | $279,720,000 | | Operational Goals | 25% | | | | | | Customer Satisfaction Survey | 5% | 82% | 85% | 88% | 81% | | Employee Satisfaction Survey | 10% | 78% | 82% | 86% | 82% | | Environmental Leadership: Water Quality | 10% | No more than three citations for failure to meet Federal Primary Drinking Water Standards | No citations for failure to meet Federal Primary Drinking Water Standards | No citations for failure to meet Federal Primary Drinking Water Standards and no more than two monitoring and reporting violations across the operating territories | Threshold | | Strategic Goals (1) | 25% | | | | |

  28. Annual Cash Incentive Compensation

    (1) See the table below regarding the Strategic Goals.

  29. Annual Cash Incentive Compensation

    | Strategic Goals (25%) | | | | | Goal | Weighting | Factors | Actual | | California Strategic Water Supply | 15% | Development of Brackish Water Desalination Feasibility Study, including threshold work products and: •Facilities siting. •Cost estimate. •Final permit plan, schedule. •Criteria and economic analysis of alternatives. •Evaluate stakeholder impacts. •Recommend feasible project solution. •Present the study to the Sustainability Committee. Development of three-year non-potable recycled water capital improvement project plan for submittal in SJWC's next general rate application. | Maximum | | Forest Health Plan | 10% | Installation of fuel reduction treatments on 100 to 300 acres of priority SJWC land as identified in the Forest Health Grant awarded by California Department of Forestry and Fire Protection. | Minimum |

  30. Annual Cash Incentive Compensation

    2023 Fiscal Year Payout In February 2024, the Compensation Committee determined that the cash incentive compensation for the 2023 fiscal year should be paid to the named executive officers in the amount of 117.5 percent of target. This determination was made on the basis of the Corporation's performance in relation to the performance criteria. The table below sets forth the fiscal year 2023 cash incentive target compensation, and actual cash incentive compensation payout amounts paid at 117.5 percent of the target for each of the named executive officers on the basis of the performance criteria listed above.

  31. Annual Cash Incentive Compensation

    | | 2023 Incentive Cash Compensation | | | Name | Target ($) | Actual ($) | | Eric W. Thornburg | 786,600 | 924,261 | | Andrew F. Walters | 247,500 | 290,813 | | Willie Brown | 142,100 | 166,968 | | Bruce A. Hauk | 225,000 | 264,375 | | Kristen A. Johnson | 171,500 | 201,513 |

  32. Equity Compensation

    Equity Compensation A significant portion of each named executive officer's compensation is provided in the form of long-term incentive equity awards under the Corporation's Long-Term Incentive Plan. Service RSUs granted have a three-year vesting schedule to provide a meaningful incentive for the executive officer to remain in the Corporation's service. Leveraged PSUs also have increasing payout rates based on the level of attainment of specified performance goals over a three-year performance period to encourage performance. None of the PSU or Service RSU awards granted in 2023 to the named executive officers include dividend equivalent rights. 2023 Fiscal Year Grants: The target percentage 2023 long-term incentive amount for the CEO and the other named executive officers was held consistent with the target percentage 2022 long-term incentive in order to maintain alignment with the market as related to our peers. See section titled “Target Pay Positioning” below for a discussion of the Compensation Committee’s decision regarding pay positioning. The high allocation to PSUs, and the weighting among performance-based awards for all of the executive officers, support appropriate stockholder alignment and focus on stockholder value creation, as deemed appropriate by the Compensation Committee for the CEO and the other named executive officers. Effective January 3, 2023, the first business day of the year, each named executive officer was granted Service RSU awards that vest in three equal installments upon completion of each year of service over the three-year period measured from the grant date. The value of the awards is included in the table below. On January 24, 2023, the Compensation Committee granted each named executive officer the following PSU awards. The value of the awards is included in the table below. •rTSR Award: The rTSR award vests based on rTSR over the performance period measured from January 1, 2023 to December 31, 2025 and the officer's continued service through December 31, 2025. The number of shares issuable under such rTSR PSU award will range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goals. The Compensation Committee determined that the Corporation's rTSR performance award would continue to be based on two equally weighted measurements against: (i) a group of water utility peer companies and (ii) a group consisting of S&P small-cap and mid-cap utility index companies (collectively, the "rTSR Peers"). Both groups of rTSR Peers are identical to those used for the rTSR awards granted in 2022. The second component was added in 2022 to address the volatility risk of comparing relative performance only against the small number of companies in the water utility peer group. •ROE Award: The ROE award vests based on the level of attainment of the Corporation’s average ROE over the performance period measured from January 1, 2023 through December 31, 2025 and the officer’s continued service through December 31, 2025. The attainment of the ROE goal for any fiscal year in the performance period is based on adjusted net income, as measured in accordance with U.S. generally accepted accounting principles, adjusted to exclude certain compensation-related items and non-recurring items such as merger-related costs. The corresponding number of shares issuable to an individual under each such ROE PSU award is 50 percent, 100 percent, and 150 percent of the target number of shares specified for such individual at threshold, target and maximum levels of performance, respectively, and no shares will be issuable if the threshold level of performance is not attained. The table below indicates the value of the Service RSU and PSU awards granted to each named executive officer in 2023.

  33. Equity Compensation

    | Name | Service RSU Award ($) | rTSR PSU Award ($) | ROE PSU Award ($) | | Eric W. Thornburg | 533,295 | 643,340 | 533,295 | | Andrew F. Walters | 142,800 | 96,900 | 107,100 | | Willie Brown | 105,840 | 71,820 | 79,380 | | Bruce A. Hauk | 126,000 | 85,500 | 94,500 | | Kristen A. Johnson | 105,840 | 71,820 | 79,380 |

  34. Equity Compensation

    The Compensation Committee believes the rTSR and ROE goals for the PSU awards are challenging and difficult to achieve, but attainable with significant skill and effort on the part of the executive team. The Corporation discloses specific threshold, target, and maximum goals, and actual achievement, at the end of each performance period as the Compensation Committee has determined that disclosing all such levels at the beginning of the performance period could cause competitive harm to the Corporation. 2021 ROE Awards Earned: In January 2021, the Compensation Committee granted each of Mr. Thornburg, Ms. Johnson, and Mr. Walters PSU awards covering 6,333, 1,174, and 1,174 target shares, respectively, under ROE awards granted in 2021. At the time of both the 2021 ROE and rTSR awards, Mr. Brown was not an executive officer of the Corporation, and his ROE award of 639 target shares was granted in May 2021 upon his appointment as an executive officer of the Corporation. In February 2024, the Compensation Committee determined that Mr. Thornburg, Mr. Brown, Ms. Johnson, and Mr. Walters vested in 4,616, 466, 856, and 856 shares of common stock, respectively, under the 2021 ROE Awards. In accordance with the terms of the awards, in determining the number of shares that vested, the Compensation Committee approved the awards based on an average ROE of 6.60 percent.

  35. Equity Compensation

    | AWARD | THRESHOLD | TARGET | MAXIMUM | ACHIEVEMENT | % OF TARGET SHARES AWARDED | | 2021 3-Year ROE Award | 6.11% | 7.18% | 8.26% | 6.60% | 72.89% |

  36. Equity Compensation

    2021 rTSR Award Earned: In January 2021, the Compensation Committee granted each of Mr. Thornburg, Ms. Johnson, and Mr. Walters, PSU awards covering 7,029, 977, and 977 target shares, respectively which were to vest based on the Corporation's rTSR compared to a list of water company peer companies over a period from January 1, 2021 to December 31, 2023 and continued service through December 31, 2023. The number of shares issuable under such awards were to range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goal. In May 2021, Mr. Brown's TSR award of 653 target shares was granted. In February 2024, the Compensation Committee determined that Mr. Thornburg, Mr. Brown, Ms. Johnson, and Mr. Walters vested in 8,787, 817, 1,222, and 1,222 shares of common stock, respectively. In accordance with the terms of the awards, in determining the number of shares that vested, the Compensation Committee approved the awards based on an average TSR of 5.05 percent.

  37. Equity Compensation

    | AWARD | STOCK PRICE AS OF 1/4/2021(1) | STOCK PRICE AS OF 12/29/2023(2) | RANKING OUT OF EIGHT PEERS | TOTAL SHAREHOLDER RETURN | % OF TARGET SHARES AWARDED | | 2021 3-Year TSR Award | $68.05 | $67.06 | 4 | 5.05% | 125% |

  38. Equity Compensation

    (1) First Trading day of 2021. Stock price is adjusted assuming dividends accrued during the performance period. (2) Last Trading Day of 2023. Stock price is adjusted assuming dividends accrued during the performance period. Retirement Benefits and Deferred Compensation Executive officers employed by SJWC are eligible to receive retirement benefits under SJWC Retirement Plan, a tax-qualified defined benefit plan covering a broad spectrum of the company's employees. Executive officers, including Messrs. Thornburg, Brown, and Hauk, who were hired by SJWC on or after March 31, 2008, are eligible to receive additional retirement benefits under the SJWC Cash Balance Executive Supplemental Retirement Plan ("SJWC Cash Balance SERP"). A description of the plans and the benefits payable to each named executive officer upon retirement is set forth in the Pension Benefits table and the accompanying narrative that appears later in this Proxy Statement. Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg is eligible to receive additional supplemental retirement benefits under the terms of a Supplemental Executive Retirement Agreement with CWC (the “CWC SERP Agreement”) for benefits accrued during his prior service with CTWS from March 1, 2006 through October 15, 2017, and under a CWC deferred compensation agreement providing supplemental retirement benefits (the “Deferred Compensation Plan II”) accrued during his service with CTWS from January 1, 2012 through October 15, 2017. Mr. Walters is eligible for discretionary non-elective benefits under the 2017 Connecticut Water Company Deferred Compensation Plan ("CWC Deferred Compensation Plan"), a non-qualified plan. Mr. Walters' CWC Deferred Compensation Plan account is credited semi-annually with an amount equal to twelve percent of his salary and any bonus paid in the period prior to the semi-annual crediting date, contingent on Mr. Walters' continued employment through the semi-annual crediting date. Mr. Walters is fully vested in his CWC Deferred Compensation Plan account. Ms. Johnson is eligible to accrue retirement benefits under (i) the CWC Employees Retirement Plan (the "CWC Retirement Plan"), a tax-qualified defined benefit plan covering a broad spectrum of CWC's employees, and (ii) the Supplemental Executive Retirement Agreements entered into between the executives and CWC ("CWC SERP Agreements"), a non-qualified retirement benefit. For further information concerning the plans discussed above, see the sections titled "Pension Benefits," CWC Deferred Compensation Agreement," and "Non-Qualified Deferred Compensation" that appear later in this Proxy Statement. Broad-Based Employee Benefit Plans: Executive officers employed by SJWC are eligible to participate in SJWC's Salary Deferral Plan, a tax-qualified 401(k) defined contribution plan. Messrs. Thornburg, Brown, and Hauk are eligible to participate in the SJWC Salary Deferral Plan. SJWC matches each participant's contributions, providing an annual maximum matching contribution of four percent of eligible compensation, subject to certain statutory limits. Such plan is open to all SJWC employees under the same terms and conditions. Mr. Walters has an account under the SJWC Salary Deferral Plan from his period of employment with SJWC, but is not eligible to make or receive additional contributions under such plan. As employees of CWC, Ms. Johnson and Mr. Walters are eligible to participate in the Savings Plan of The Connecticut Water Company, a tax-qualified 401(k) defined contribution plan. Effective with January 1, 2023, CWC matches each participant's contributions, providing an annual maximum matching contribution of four percent of eligible compensation, subject to certain statutory limits. An additional non-elective contribution equal to three percent of a participant's eligible compensation is made with respect to employees hired on or after January 1, 2009, who are not eligible to participate in the CWC Employees Retirement Plan. The plan is open to all CWC employees and officers under the same terms and conditions. Elective Deferral Plans: The named executive officers employed by SJWC and certain other highly compensated SJWC employees may participate in SJWC's Special Deferral Election Plan, a non-qualified plan, pursuant to which eligible participants may defer up to 50 percent of their base salary and up to 100 percent of their cash incentive compensation. The deferred amounts are credited with a fixed rate of interest, compounded semi-annually and reset at the beginning of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to SJWC (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding. Ms. Johnson, and certain other highly compensated CWC employees, may participate in CWC's 2017 Deferral Plan, a non-qualified plan. Other Benefits and Perquisites: The named executive officers are provided with certain market competitive benefits and perquisites. It is the Compensation Committee's belief that such benefits are necessary for the Corporation to remain competitive and to attract and retain top caliber executive officers, since such benefits are commonly provided by peer group companies. All administrative employees of SJWC, including executive officers, are eligible to receive standard health care, dental care, disability, life and travel insurance, professional development benefits, and time off with pay for vacation and sick leave. In addition, SJWC provides certain executives from time to time with vehicles for business use and personal commutes and club memberships. The company also purchases season tickets to sporting and cultural events which the named executive officers and personnel of the company may use for non-business purposes on occasions. Mr. Thornburg is entitled to reimbursement for reasonable business-related personal expenses incurred and approved by the Chair of the Compensation Committee up to $40,000 per calendar year. There were no such expenses reimbursed in 2023. All full-time employees of CWC are eligible to participate in employee benefits including health, vision, dental, short-term disability, long-term disability, group term life insurance coverage, and time off with pay for vacation and sick leave. In addition to such benefits, CWC maintains a supplemental long-term disability policy for Ms. Johnson that, when combined with the standard long-term disability policy benefit provided to other employees, provides a benefit equal to 60 percent of Ms. Johnson's base compensation in the event that she becomes disabled. The Corporation does not provide tax gross-ups for any imputed income in connection with providing these particular benefits and perquisites.

  39. Setting Executive Base Salary and Target Compensation for 2023

    Setting Executive Base Salary and Target Compensation for 2023 The Compensation Committee considered the following principal factors when setting the 2023 fiscal year base salary and target compensation levels for the named executive officers: •Advice from the Compensation Committee's independent compensation consultant; •CEO's recommendations for other named executive officers; •Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan; •Competitive benchmarking to our peer group; •Feedback from stockholders and stockholder advisory groups; •Individual performance as assessed by the Compensation Committee, with input from the CEO as to the named executive officers other than the CEO; •Input from other SJW Group Board committee chairs; •Long-term retention; •Results of the last "say-on-pay" proposal; •The cost of living and cost of labor; and •Tenure, future potential, and internal pay equity. Major compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual incentive cash compensation opportunities and the determination of the value of long-term equity incentive awards, are generally made by the Compensation Committee during the last quarter of the prior year and during the first quarter of the current year. Benchmarking: The Compensation Committee made a number of decisions regarding 2023 fiscal year compensation for the named executive officers on the basis of the executive compensation benchmarking reports prepared by Mercer in October 2022, with respect to the named executive officers. The reports benchmarked the compensation paid by the Corporation's peer group, as described below, to their executive officers. Target Pay Positioning: For the 2023 calendar year, the Compensation Committee continued to target total annual direct compensation between the median and the 75th percentile of the peer group in light of the highly competitive talent market and the relative cost of living and cost of labor in the markets in which the Corporation's executives are located as compared to its peers. The Compensation Committee uses the peer group compensation as just one of the factors in its pay decisions. Individual positioning relative to market data also gives consideration to tenure, performance, potential and internal equity. For 2023, the Compensation Committee adjusted Mr. Thornburg's compensation as part of a strategy to bring his compensation into alignment over time with the stated target pay positioning range and to better align the CEO's pay mix with peer group practices. Accordingly, the Compensation Committee set Mr. Thornburg's 2023 base salary at $874,000, increased his target annual cash incentive to 90 percent of his base salary, and maintained Mr. Thornburg's target percentage 2023 long-term incentive amount at the 2022, long-term target percentage. The base salary and target annual cash incentive increases were intended to position Mr. Thornburg's 2023 target total direct compensation above the median of the peer group, at the 63rd percentile based on peer group data provided by Mercer to the Compensation Committee in October 2022. The Compensation Committee adjusted the compensation for the other named executive officers for 2023 to maintain positioning of total direct compensation within the target pay positioning described above relative to the Corporation’s peer group. Specifically, the Compensation Committee increased the base salaries and target long-term incentive awards for the other named executive officers to maintain competitive pay positioning, while maintaining the 2022 target percentage for the long-term incentive amount. The Compensation Committee held consistent the percentage of target annual cash incentive compensation to continue to reflect a total pay opportunity and pay mix in alignment with the market. The compensation adjustments for 2023 resulted in average total target direct compensation for the other named executive officer group positioned at the 61st percentile based on peer group data provided by Mercer to the Compensation Committee in October 2022. Peer Group: Each year, the Compensation Committee works with its independent compensation consultant, Mercer, to determine the appropriate peer group for benchmarking our executive compensation program. The peer group generally consists of companies that are U.S. publicly traded utility companies of similar size and companies that are identified externally as the Corporation's peers. Mercer did not recommend changes to the Corporation's peer group for 2023 as compared to its 2022 peer group. The Compensation Committee believed that all of the peer companies represented primary competitors for executive talent and investment capital and approved the peer group set forth below to be used in establishing the executive officers' target 2023 compensation. In February 2023, South Jersey Industries, Inc. entered into a merger transaction, and is no longer publicly traded. As a result, the Compensation Committee excluded South Jersey Industries from the peer group in its determination of the number of shares issuable under the 2021 rTSR award (see the section above titled “2021 rTSR Award Earned").

  40. Setting Executive Base Salary and Target Compensation for 2023

    | 2023 Peer Group | | | | ALLETE, Inc. | American States Water Company | Avista Corporation | | Black Hills Corporation | California Water Service Group | Chesapeake Utilities Corporation | | MGE Energy, Inc. | Middlesex Water Company | NorthWestern Corporation | | Northwest Natural Holding Company | PNM Resources Inc. | South Jersey Industries, Inc. | | | Unitil Corporation | |

  41. Clawback Policy

    Clawback Policy The Compensation Committee adopted a clawback policy (the "Clawback Policy"), effective December 1, 2023, for the recoupment of incentive compensation in accordance with recently adopted SEC rules. The Clawback Policy sets forth the requirements for the clawback of any incentive compensation due to wrongful conduct and other recoupments as a result of a restatement of the Corporation's financial statements. An executive officer subject to such clawback must repay to the Corporation up to the full amount of any incentive compensation, including PSUs, and other stock-based awards, that were paid based on the financial statements that were subsequently restated. In addition to the Clawback Policy, the 2023 Long-Term Incentive Plan PSU award agreements and the CWC Performance Stock Program also specify that the awards governed by such plans and agreements are subject to the clawback policies of the Corporation and all other requirements under applicable law and regulation. Furthermore, all executive officers signed a statement acknowledging that the Clawback Policy supersedes any inconsistent provision in employment agreements, equity award agreements, or indemnification agreements.

  42. Policy Governing Hedging and Pledging of Common Stock

    Policy Governing Hedging and Pledging of Common Stock The Corporation has adopted policies that preclude Board members, executive officers and certain employees, and other individuals, including family members residing in the same household, and entities owned and controlled by the above persons, from engaging in hedging or monetization transactions in the Corporation's common stock such as put and call options and short sales and from pledging the Corporation's common stock or holding such stock in margin accounts. Accordingly, such individuals bear the full risk of economic loss, like any other stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or restricted stock units that will convert into such shares following the satisfaction of the applicable vesting and payment requirements.

  43. Employment Agreements

    Employment Agreements The Corporation has previously entered into an employment agreement with Mr. Thornburg, which is described more fully in the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements." CTWS and CWC previously entered into an amended and restated employment agreement with Ms. Johnson upon closing of the merger with CTWS on October 9, 2019, as more fully described in the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.

  44. Executive Severance Plan and Severance Programs

    Executive Severance Plan and Severance Programs Executive Severance Plan: The Corporation maintains an Executive Severance Plan under which Mr. Thornburg and the other named executive officers, other than Ms. Johnson, will become entitled to certain severance benefits on a double trigger basis in the event their employment were to terminate under certain defined circumstances in connection with a change in control of the Corporation. Such benefits would be triggered in connection with a change in control only if the executive officer's employment is terminated by the Corporation, other than for good cause, or such executive officer resigns in connection with (i) a significantly adverse change in the nature or the scope of their authority or overall working environment, (ii) the assignment of duties materially inconsistent with their present duties, responsibilities or status, (iii) a reduction in the sum of their base salary and target annual incentive cash compensation, or (iv) a relocation of their principal place of employment by 55 miles or more. The Executive Severance Plan is designed to serve two primary purposes: (i) encourage the executive officers to remain in the Corporation's employ in the event of an actual or potential change in control transaction; and (ii) align the interests of the Corporation's executive officers with those of the stockholders by enabling the executive officers to consider transactions that are in the best interests of the stockholders and provide opportunities for the creation of substantial stockholder value without undue concern over whether those transactions may jeopardize their employment or their existing compensation arrangements. The Executive Severance Plan also allows the Corporation to maintain a standard set of severance benefits for new and existing executive officers and limit the instances where one-off arrangements will be negotiated with individual executive officers. Based on the foregoing considerations and the many years of service that certain of the executive officers have rendered to the Corporation, the Compensation Committee believes that the benefits provided under the Executive Severance Plan, including any tax gross-up payments to cover the parachute payment taxes certain executive officers (other than the CEO and executive officers who become participants in the plan after October 26, 2022) may incur under the federal tax laws with respect to one or more severance benefits provided under the plan, have been set at a fair and reasonable level and appropriately balance the respective interests of the various stakeholders. For further information regarding the Executive Severance Plan and the severance benefits provided thereunder, please see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement. Severance Benefits for Mr. Thornburg: Pursuant to the terms of his employment agreement, Mr. Thornburg will become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change in control. The Compensation Committee believes that such protections are typical for chief executive officers in the peer group companies. For further information concerning Mr. Thornburg's potential severance benefits, see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement. Severance Benefits for Ms. Johnson: Ms. Johnson will become entitled to severance benefits under her amended employment agreement in the event that her employment is terminated under certain defined circumstances. For further information concerning Ms. Johnson's potential severance benefits, see the section titled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.

  45. Summary Compensation Table

    Summary Compensation Table The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to the Corporation and its subsidiaries for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, by the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer ("CFO"), the Corporation's other three most highly compensated executive officers whose total compensation for the 2023 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2023 fiscal year, and is included based on total compensation for fiscal year 2023 under SEC rules. The listed individuals are herein referred to as the "named executive officers."

  46. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compen -sation ($)(2)(5) | Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($) (6) (7) | All Other Compen- sation ($)(8) | Total ($) | | Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board of SJW Group | 2023 | 874,000 | — | 1,709,660 | 924,261 | 688,654 | 14,161 | 4,210,736 | | | 2022 | 827,500 | — | 1,692,981 | 600,812 | 49,697 | 15,005 | 3,185,995 | | | 2021 | 803,400 | — | 1,282,631 | 554,173 | 634,950 | 13,732 | 3,288,886 | | Andrew F. Walters Chief Financial Officer and Treasurer of SJW Group | 2023 | 495,000 | — | 342,201 | 290,813 | 115,547 | 93,665 | 1,337,226 | | | 2022 | 447,766 | — | 285,338 | 195,383 | — | 86,968 | 1,015,455 | | | 2021 | 427,450 | 25,000 | 238,816 | 137,596 | — | 13,050 | 841,912 | | Willie Brown Vice President and General Counsel of SJW Group | 2023 | 406,000 | — | 253,668 | 166,968 | 79,919 | 18,049 | 924,604 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Bruce A. Hauk Chief Operating Officer of SJW Group | 2023 | 500,000 | — | 301,964 | 264,375 | 57,230 | 118,981 | 1,242,550 | | | 2022 | 162,692 | 225,000 | 523,720 | 53,992 | 38,816 | 18,257 | 1,022,477 | | | 2021 | — | — | — | — | — | — | — | | Kristen A. Johnson Senior Vice President and Chief Administrative Officer of SJW Group | 2023 | 490,000 | — | 253,668 | 201,513 | 936,729 | 17,383 | 1,899,293 | | | 2022 | 403,630 | — | 241,731 | 128,213 | — | 10,355 | 783,929 | | | 2021 | — | — | — | — | — | — | — |

  47. Summary Compensation Table

    (1)Ms. Johnson was not a named executive officer of the Corporation for the 2021 fiscal year and Mr. Brown was not a named executive officer of the Corporation for the 2021 and 2022 fiscal years. (2)Includes amounts deferred under (i) the San Jose Water Company's Special Deferral Election Plan, a non-qualified deferred compensation plan for officers and other select management personnel, (ii) the San Jose Water Company's Salary Deferral Plan, and (iii) the Savings Plan of The Connecticut Water Company ("CWC Savings Plan"), qualified deferred compensation plans under section 401(k) of the Code. For Ms. Johnson, disclosure includes amounts deferred under the Connecticut Water Company 2017 Deferred Compensation Plan ("CWC 2017 DCP"), a non-qualified deferred compensation plan for selected management and highly compensated employees. (3)The amount of the annual cash incentive compensation payable to each named executive officer based on attainment of the corporate performance goals is reported in the "Non-Equity Incentive Compensation" column. (4)The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the service-based ("Service RSU") and performance-based ("PSU") restricted stock unit awards made during each reported fiscal year, calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. For Service RSU awards, the grant date fair value was determined using the closing share price of the Corporation's common stock on the date of grant, as appropriately discounted to reflect the lack of dividend equivalent rights. For the PSU awards that vest based on return on equity or earnings per share, the total grant-date fair value is calculated using the probable outcome of the attainment of the pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of PSU awards that vest based on relative total shareholder return was estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. See also Note 8 to the Corporation's consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended March 31, 2023 and in Note 2 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2023 fiscal year. The grant-date fair values of the 2023 PSU awards assuming maximum attainment of the performance goals are as follows:

  48. Summary Compensation Table

    | | Grant Date Fair Value at Maximum Attainment ($) | | Eric W. Thornburg | 2,155,807 | | Andrew F. Walters | 362,879 | | Willie Brown | 268,930 | | Bruce A. Hauk | 320,192 | | Kristen A. Johnson | 268,930 |

  49. Summary Compensation Table

    For further information concerning the service-based and performance-based restricted stock unit awards, see the section below titled "Grants of Plan-Based Awards." (5)Represents the portion of the annual cash incentive compensation which was earned based on the level of attainment of corporate performance goals. Mr. Hauk’s 2022 payout was pro-rated based on his period of service during 2022. (6)Consists of the change in the actuarial present value of each named executive officer's accrued pension benefits under all pension plans recorded for the 2023 fiscal year including $11,439 above-market earnings on non-qualified deferred compensation for Ms. Johnson, in accordance with SEC rules. The present value for each of the accrued pension benefits fluctuates from year-to-year based on additional years of service, changes in compensation and increased age. In addition, such fluctuations may also occur due to the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase. Prior to his 2020 transfer to CWC, Mr. Walters accrued pension benefits under the SJWC Retirement Plan and the SJWC Cash Balance Executive Supplemental Retirement plan (“SJWC Cash Balance SERP”). He does not accrue additional pension benefits under such plans for his service at CWC, but he continues to accrue interest credits on his cash balance accounts under these plans. See discussion under “Pension Benefits,” which appears later in this Proxy Statement. All of the named executive officers other than Ms. Johnson participate in the SJWC plans, and Mr. Walters does not accrue additional benefits under the SJWC plans. Messrs. Thornburg's, Brown's and Hauk's SJWC Cash Balance SERP benefit is based on a contribution rate of 39%, 14%, and 10% respectively, of their quarterly compensation (as defined in the plan), offset by their accrued benefit under the SJWC Retirement Plan. The table below indicates the actuarial present value of the pension benefits accrued as of the close of the 2023 and 2022 fiscal years, respectively, by each named executive officer. For further information concerning the pension benefits, see the first table in the section titled "Pension Benefits" which appears later in this Proxy Statement.

  50. Summary Compensation Table

    | Actuarial Present Value of Retirement Benefits | Thornburg | Walters | Brown | Hauk | Johnson | | Accrued as of the close of the 2023 fiscal year | 3,338,421 | 382,216 | 325,689 | 96,046 | 2,998,607 | | Accrued as of the close of the 2022 fiscal year | 2,649,767 | 266,669 | 245,770 | 38,816 | 2,061,878 | | Change in Pension Value ($) | 688,654 | 115,547 | 79,919 | 57,230 | 936,729 |

  51. Summary Compensation Table

    (7)Consists of the change in the actuarial present value of the named executive officer’s accrued pension benefits recorded for the 2022 and 2021 fiscal years, respectively. (8)Consists of the benefits shown below received by each executive officer, as applicable. Mr. Walter's "All Other Compensation" amount for 2022 has been updated from the disclosure in the Company's Definitive Proxy Statement filed on March 9, 2023, which inadvertently did not reflect the Company's contribution of $73,243 to Mr. Walter's non-qualified deferred compensation account.

  52. Summary Compensation Table

    | | For the Year Ended December 31, 2023 | | | | | | | | Description | Thornburg | Walters | Brown | Hauk | Johnson | | Club Memberships | | — | — | — | — | | | Personal Use of Company Vehicle | | 961 | — | 4,849 | — | — | | 401(k) Employer Contributions | | 13,200 | 10,819 | 13,200 | 13,200 | 16,178 | | Severance | | — | — | | — | — | | Supplemental Long-Term Disability Policy Premium | | — | — | — | — | 1,205 | | Company Contribution to Deferred Compensation Plan | | — | 82,846 | — | — | — | | Medical Stipend | | — | — | — | 105,781 | — | | Spousal Travel | | — | — | — | — | — | | | Total ($) | 14,161 | 93,665 | 18,049 | 118,981 | 17,383 |

  53. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides certain summary information concerning each grant of an award made to a named executive officer in the 2023 fiscal year under a compensation plan:

  54. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Pre- Authori- zation | Potential Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Value ($)(3) | | | | | Thre- shold ($) | Target ($) | Maxi- mum ($) | Thre- shold (#) | Target (#) | Maxi- mum (#) | | | | Eric W. Thornburg | — | — | 393,302 | 786,600 | 1,179,907 | — | — | — | — | — | | | 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 6,486(4) | 505,713 | | | 1/24/2023 | — | — | — | — | 3,397 | 6,793 | 10,190(5) | — | 504,176 | | | 1/24/2023 | — | — | — | — | 4,098 | 8,195 | 16,390(6) | — | 699,771 | | Andrew F. Walters | — | — | 123,750 | 247,500 | 495,000 | — | — | — | — | — | | | 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,737(4) | 135,434 | | | 1/24/2023 | | | — | — | 683 | 1,365 | 2,048(5) | — | 101,310 | | | 1/24/2023 | | | — | — | 618 | 1,235 | 2,470(6) | — | 105,457 | | Willie Brown | — | — | 71,050 | 142,100 | 284,200 | | | | — | | | | 1/3/2023 | 10/25/2022 | — | — | — | | | | 1,288(4) | 100,425 | | | 1/24/2023 | — | — | — | — | 506 | 1,012 | 1,518(5) | | 75,111 | | | 1/24/2023 | — | — | — | — | 458 | 915 | 1,830(6) | | 78,132 | | Bruce A. Hauk | — | — | 112,500 | 225,000 | 450,000 | — | — | — | — | — | | | 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,533(4) | 119,528 | | | 1/24/2023 | | — | — | — | 602 | 1,204 | 1,806(5) | — | 89,361 | | | 1/24/2023 | | — | — | — | 545 | 1,090 | 2,180(6) | — | 93,075 | | Kristen A. Johnson | — | — | 85,750 | 171,500 | 343,000 | — | — | — | — | — | | | 1/3/2023 | 10/25/2022 | — | — | — | — | — | — | 1,288(4) | 100,425 | | | 1/24/2023 | — | — | — | — | 506 | 1,012 | 1,518(5) | — | 75,111 | | | 1/24/2023 | — | — | — | — | 458 | 915 | 1,830(6) | — | 78,132 |

  55. Grants of Plan-Based Awards

    (1)Reflects potential payouts under the annual cash incentive compensation program tied to attainment of corporate performance goals; the entire cash incentive compensation for all of the named executive officers was tied to the attainment of these goals. Each potential level of payout based on the corporate performance goals was tied to the attained level of the performance goals for the 2023 fiscal year established by the Compensation Committee. The goals were tied to a SJW Group diluted earnings per share objective, a SJW Group capital additions objective, designated key SJW Group operational goal objectives used to achieve and manage superior performance in the public utilities industry, and strategic objectives. See the "2023 Annual Incentive Cash Compensation Performance Goals" table in the Compensation Discussion and Analysis section. The annual cash incentive payout amounts are reported in the Non-Equity Incentive Compensation column in the Summary Compensation Table. (2)Reflects grants of restricted stock units under the Corporation's Long-Term Incentive Plan as more fully described in the footnotes below. The restricted stock units do not include dividend equivalent rights. A portion of the vested shares which become issuable under the units will be withheld by the Corporation to cover the applicable withholding taxes. (3)The grant-date value is calculated in accordance with FASB ASC Topic 718, and accordingly determined on the basis of the closing selling price per share of the Corporation's common stock on the applicable grant date, as appropriately discounted to reflect the lack of dividend equivalent rights. For the PSU awards that vest based on return on equity ("ROE"), the total grant-date fair value is calculated using the probable outcome of the attainment of the pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of the PSU awards that vest based on relative total shareholder return ("rTSR") were estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. The reported grant-date value does not take into account any estimated forfeitures relating to service-vesting conditions. (4)Each officer was granted Service RSU awards on the grant date and covering the number of shares of the Corporation's common stock specified in the table. Each RSU entitles the officer to receive one share of the Corporation's common stock on the applicable vesting date of that unit. The RSUs vest in a series of three successive equal annual installments upon such officer's completion of each year of service with the Corporation over the three-year period measured from the grant date. The units will vest in full, and the underlying shares will become immediately issuable, on an accelerated basis if (i) the officer's service terminates by reason of death or disability; or (ii) the officer is involuntarily terminated other than for good cause, or resigns for good reason, within 24 months after a change in control. Immediate vesting will also occur in the event there is a change in control of the Corporation in which the units are not assumed or otherwise continued in effect. (5)Each officer was granted PSU awards on the grant date and covering the target number of shares specified in the table. Each such PSU award will vest based on the level of achievement of a performance goal based on ROE over the period measured from January 1, 2023 to December 31, 2025. The maximum number of shares issuable to an individual under each such performance-based award is 150% of the target number of shares specified for such individual and no shares are issuable if the threshold level of performance is not attained. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested based on actual performance pro-rated based on the number of months of service (rounded up) the officer completed during the performance period. In the event a change in control occurs during the performance period, the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted; or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death or disability or involuntary termination other than for good cause or resignation for good reason. (6)Each officer was granted PSU awards on the grant date and covering the target number of shares specified in the table. Each such performance-based award will vest based on the level of achievement of a performance goal based on rTSR performance over the period measured from January 1, 2023 to December 31, 2025. The number of shares issuable under such award will range between 0% to 200% of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested in based on actual performance pro-rated based on the number of months of service (rounded up) the officer completed during the performance period. In the event a change in control occurs during the performance period the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted; or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death, disability or involuntary termination other than for good cause or resignation for good reason.

  56. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides certain summary information concerning outstanding equity awards held by the named executive officers as of December 31, 2023:

  57. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Eric W. Thornburg | 2,036(2) | 133,053 | 7,696(3) | 502,934 | | | 4,792(4) | 313,157 | 18,568(5) | 1,213,419 | | | 6,486(6) | 423,860 | 6,793(7) | 443,923 | | | | | 16,390(9) | 1,071,087 | | Andrew F. Walters | 503(2) | 32,871 | 1,308(3) | 85,478 | | | 920(4) | 60,122 | 2,366(5) | 154,618 | | | 178(4) | 11,632 | 1,365(7) | 89,203 | | | 1,737(6) | 113,513 | 2,470(9) | 161,415 | | Willie Brown | 321(2) | 20,977 | 1,108(3) | 72,408 | | | 262(8) | 17,122 | 2,004(5) | 130,961 | | | 920(4) | 60,122 | 1,012(7) | 66,134 | | | 1,288(6) | 84,171 | 1,830(9) | 119,591 | | Bruce A. Hauk | 951(10) | 62,148 | 1,070(3) | 69,925 | | | 2,502(11) | 163,506 | 2,140(5) | 139,849 | | | 1,533(6) | 100,182 | 1,204(7) | 78,681 | | | | | 2,180(9) | 142,463 | | Kristen A. Johnson | 503(2) | 32,871 | 1,108(3) | 72,408 | | | 920(4) | 60,122 | 2,004(5) | 130,961 | | | 1,288(6) | 84,171 | 1,012(7) | 66,134 | | | | | 1,830(9) | 119,591 |

  58. Outstanding Equity Awards at Fiscal Year-End

    (1)The reported market value of the shares underlying the unvested units is based on the $65.35 closing selling price of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year. (2)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2021. As of December 31, 2023, one-third of the units were unvested. (3)The underlying shares vest based on the level of achievement of a performance goal based on ROE performance over the period measured from January 1, 2022 to December 31, 2024 and continued service through December 31, 2024. The number of shares issuable under such awards will range between 0% to 150% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at target level. (4)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2022. As of December 31, 2023, two-thirds of the units were unvested. (5)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period. The underlying shares vest based on the rTSR over the period measured from January 1, 2022 to December 31, 2024, and continued service through December 31, 2024. The number of shares issuable under such awards will range between 0% to 200% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at maximum level. (6)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant in January 2023. As of December 31, 2023, all of the units were unvested. (7)The underlying shares vest based on the level of achievement of a performance goal based on ROE performance over the period measured from January 1, 2023 to December 31, 2025 and continued service through December 31, 2025. The number of shares issuable under such awards will range between 0% to 150% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at target level. (8)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in May 2021. As of December 31, 2023, one third of the units were unvested. (9)The underlying shares vest based on the level of achievement of a performance goal based on rTSR over the period measured from January 1, 2023 to December 31, 2025, and continued service through December 31, 2025. The number of shares issuable under such awards will range between 0% to 200% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at maximum level. (10)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in August 2022. As of December 31, 2023, two-thirds of the units were unvested. (11)The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the grant date in December 2022. As of December 31, 2023, two-thirds of the units were unvested.

  59. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth, for each of the named executive officers, the number and value of shares of the Corporation's common stock subject to each deferred restricted stock or restricted stock unit award that vested during the year ended December 31, 2023. No option or stock appreciation rights were exercised by the named executive officers during the 2023 fiscal year, and none of such officers held any option or stock appreciation rights as of December 31, 2023.

  60. Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eric W. Thornburg | 1,786 | 145,005 | | | 2,395 | 196,941 | | | 2,036 | 169,701 | | | 4,616(2) | 301,656 | | | 8,787(3) | 574,230 | | Andrew F. Walters | 503 | 40,839 | | | 459 | 37,774 | | | 503 | 41,925 | | | 89 | 6,900 | | | 856(2) | 55,940 | | | 1,222(3) | 79,858 | | Willie Brown | 318 | 25,818 | | | 459 | 37,744 | | | 321 | 26,755 | | | 263 | 20,127 | | | 466(2) | 30,453 | | | 817(3) | 53,391 | | Bruce A. Hauk | 475 | 31,697 | | | 1,251 | 81,753 | | Kristen A. Johnson | 503 | 40,839 | | | 459 | 37,744 | | | 503 | 41,925 | | | 856(2) | 55,940 | | | 1,222(3) | 79,858 | | | 360(4) | 25,197 |

  61. Option Exercises and Stock Vested

    (1)The value realized is determined by multiplying (i) the market price of the Corporation's common stock on the applicable vesting date by (ii) the number of shares which vested on such date. (2)Represents awards of restricted stock units granted in 2021 under the Corporation's Long-Term Incentive Plan The goal for the award was ROE measured over the three-year period from January 1, 2021 through December 31, 2023, at threshold, target, and maximum levels of 6.11%, 7.18%, and 8.26%, respectively. The awards vested based on an ROE of 6.60% and in the number of shares shown for the named executive officers, respectively. (3)Represents awards of restricted stock units granted in 2021 under the Corporation's Long-Term Incentive Plan. The award vested based on the relative total shareholder return (“rTSR”) over the period measured from January 1, 2021 to December 31, 2023 (the "rTSR Performance Period") and continued service with the Corporation through the end of the rTSR Performance Period. The number of shares issuable under the award ranged from 0% to 200% of the target number of shares based on the Corporation’s rTSR ranking relative to eight water utility peer companies. The awards vested based on rTSR ranked fourth relative to the peer companies and service with the Corporation through the end of the rTSR Performance Period and in 125% of the target number of shares under such award. (4)Represents shares underlying deferred stock units ("DSUs") credited pursuant to dividend equivalent rights accrued on outstanding DSUs granted by CTWS and assumed by the Corporation in connection with the merger with CTWS in October 2019.

  62. Pension Benefits

    Pension Benefits Three separate benefit plans are maintained for employees of SJWC: (i) SJWC's Retirement Plan, a tax-qualified pension plan (the "SJWC Retirement Plan"); (ii) the SJWC Executive Supplemental Retirement Plan, a non-qualified supplemental pension plan (the "SJWC SERP"); and (iii) the SJWC Cash Balance Executive Supplemental Retirement Plan, a non-qualified pension plan (the "SJWC Cash Balance SERP"). Three separate benefit plans are maintained for employees of The Connecticut Water Company ("CWC"): (i) the CWC Employees’ Retirement Plan, a tax-qualified pension plan (the "CWC Retirement Plan"); (ii) individual supplemental executive retirement agreements with certain executives that provide non-qualified supplemental pension benefits ("CWC SERP Agreements"); and (iii) supplemental retirement benefits provided under individual deferred compensation agreements (“Deferred Compensation Plan II”). Except for Ms. Johnson, none of the named executive officers participate in the CWC Employees' Retirement Plan ("CWC Retirement Plan"). Mr. Thornburg and Ms. Johnson have respective CWC SERP Agreements and benefits under the Deferred Compensation Plan II. The following table sets forth as of December 31, 2023, each plan that provides for payments or other benefits in connection with the retirement of each of the named executive officers, the number of years of service credited to the named executive officer under the plan, the actuarial present value of the named executive officer's accumulated benefit under each applicable plan, and the dollar amount of any payments and benefits paid to the named executive officer during the Corporation's last completed fiscal year.

  63. Pension Benefits

    | Name | Plan | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Eric W. Thornburg (2) | SJWC Retirement Plan | 6 | 102,131 | — | | | SJWC Cash Balance SERP | 6 | 3,236,290 | — | | | CWC SERP Agreement | 12 | 1,430,329 | 100,065 | | | Deferred Compensation Plan II | 6 | 119,060 | 8,516 | | Andrew F. Walters (3) | SJWC Retirement Plan | 6 | 105,840 | — | | | SJWC Cash Balance SERP | 6 | 276,376 | — | | Willie Brown | SJWC Retirement Plan | 15 | 183,679 | — | | | SJWC Cash Balance SERP | 15 | 142,010 | — | | Bruce A. Hauk | SJWC Retirement Plan | 1 | 23,802 | — | | | SJWC Cash Balance SERP | 1 | 72,244 | — | | Kristen A. Johnson | CWC Retirement Plan | 17 | 733,648 | — | | | CWC SERP Agreement | 17 | 1,673,493 | — | | | Deferred Compensation Plan II | 17 | 591,466 | — |

  64. Pension Benefits

    (1) The number of years of credited service has been rounded to the nearest whole number. The present value of accumulated benefits is based on the actual period of service credited. (2) Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg is eligible to receive additional supplemental retirement benefits under the terms of (i) his CWC SERP Agreement for benefits accrued during his prior service with CTWS from March 1, 2006 through October 15, 2017, and (ii) the Deferred Compensation Plan II for benefits accrued during his service with CTWS from January 1, 2012 through October 15, 2017. (3) On January 7, 2020, Mr. Walters’ employment with SJWC ended, and he became employed by CWC. As an employee of CWC, Mr. Walters is not eligible to receive additional benefits based on quarterly compensation under the SJWC Cash Balance SERP, and his service with CWC does not count towards additional benefit accruals under the SJWC Retirement Plan. Mr. Walters is fully vested in his accrued benefit prior to January 7, 2020 under the SJWC Cash Balance SERP, which continues to receive interest credits. Previously, an inadvertent distribution was made to Mr. Walters from the SJWC Retirement Plan which distribution was restored in 2023. The pension benefits payable to the executive officers increase in correlation with increases in salary and years of service. The present value of the accrued pension benefit will also fluctuate from year-to-year based on the age of the participant and the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase. The actuarial and economic assumptions to determine the present value of the accrued benefits under the plans are shown below.

  65. Pension Benefits

    | Plan | Discount Rates (%) | | | | 2022 | 2023 | | SJWC Retirement Plan | 4.99 | 5.03 | | SJWC Cash Balance SERP | 4.95 | 4.99 | | CWC Retirement Plan | 5.24 | 5.02 | | CWC SERP Agreements | 5.23 | 5.01 | | Deferred Compensation Plan II | 5.23 | 5.01 |

  66. Pension Benefits

    .

  67. Pension Benefits

    | Plan | Society of Actuaries Mortality Rate Tables Used for 2022 and 2023 | | SJWC Retirement Plan | Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2021 | | SJWC Cash Balance SERP | Pri-2012 White Collar Amount-Weighted Mortality with MP-2021 projection scale | | CWC Retirement Plan | Pri-2012 Private Retirement Plans Amount Weighted Mortality, with MP-2021 projection scale | | CWC SERP Agreements | Pri-2012 Private Retirement Plans White Collar Amount-Weighted Mortality Tables, with MP-2021 projection scale | | Deferred Compensation Plan II | Pri-2012 Private Retirement Plans White Collar Amount-Weighted Mortality Tables, with MP-2021 projection scale |

  68. Pension Benefits

    There is no assumption for pre-retirement mortality or cessation of service, and retirement is assumed to occur at the earliest age at which each named executive officer can receive the pension benefits without actuarial reductions. For further information concerning actuarial assumptions for the SJWC SERP, SJWC Cash Balance SERP, CWC Retirement Plan and CWC SERP Agreements please see Note 11 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2023 fiscal year.

  69. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  70. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President, Chief Executive Officer, and Chairman, Eric W. Thornburg ("CEO"). For fiscal year ended December 31, 2023, our last completed fiscal year: •The median of the annual total compensation of all employees of the Corporation (other than our CEO) was $109,462, and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included earlier in this Proxy Statement, was 4,210,736. Based on this information, the ratio of the annual total compensation of our CEO, to the median of the annual total compensation of all employees for 2023 was 38 to 1. As required by SEC rules, the Corporation is required to identify the median employee every three years to determine the median of the annual total compensation of all employees. We took the following steps to identify the median employee in 2023: •Whereas we had previously selected November 30, 2020, as the date on which we identified the “median employee,” this year we selected October 31, 2023 because it enabled us to make such identification in a reasonably efficient and economical manner. •We determined that, as of October 31, 2023, our employee population consisted of approximately 806 individuals, not including the CEO, with all of these individuals located in the United States. This population consisted of our full-time, part-time, temporary and seasonal employees. •To identify the “median employee” from our employee population, we compared the amount of salary, wages, and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. We excluded equity awards and bonus payments from our compensation measure because we did not widely distribute such awards and bonus payments to our employees. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $109,462.

  71. Pay versus Performance Table

    Pay versus Performance Table The following table sets forth information concerning: (1) the compensation of our President, Chief Executive Officer, and Chairman of the Board, Eric W. Thornburg and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” of "CAP" to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Diluted EPS over such years in accordance with SEC rules, performance for each such fiscal year:

  72. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Thornburg ($) | Compensation Actually Paid to Mr. Thornburg ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (thousands)($) | Adjusted Diluted EPS ($)(4) | | | | | | | Total Shareholder Return ($) | S&P 1000 Utilities Index Total Shareholder Return ($)(3) | | | | 2023 | 4,210,736 | 3,040,179 | 1,350,918 | 967,212 | 99.95 | 99.67 | 84,987 | 2.76 | | 2022 | 3,185,995 | 4,590,645 | 992,647 | 1,043,718 | 121.57 | 104.34 | 73,828 | 2.37 | | 2021 | 3,288,886 | 2,754,516 | 995,670 | 1,004,775 | 107.21 | 104.92 | 60,478 | 1.87 | | 2020 | 3,213,749 | 2,323,211 | 1,509,541 | 887,589 | 99.57 | 86.71 | 61,515 | 2.24 |

  73. Pay versus Performance Table

    (1)The following individuals are our other Named Executive Officers for each fiscal year:

  74. Pay versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2023 | Eric Thornburg | Willie Brown, Bruce Hauk, Kristen Johnson, and Andrew Walters | | 2022 | Eric Thornburg | Andrew Gere, Bruce Hauk, Kristen Johnson, James Lynch, Andrew Walters, and Maureen Westbrook | | 2021 | Eric Thornburg | Andrew Gere, James Lynch, Andrew Walters, and Maureen Westbrook | | 2020 | Eric Thornburg | Andrew Gere, James Lynch, Suzy Papazian, and Andrew Walters |

  75. Pay versus Performance Table

    (2)Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  76. Pay versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Adjustments | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (1,152,286) | (269,674) | (1,282,631) | (262,473) | (1,692,981) | (311,991) | (1,709,660) | (287,875) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 1,018,166 | 241,679 | 1,242,978 | 262,208 | 2,197,855 | 261,303 | 1,376,320 | 233,398 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | 8,019 | — | 7,200 | — | 6,299 |

  77. Pay versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Adjustments | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | Mr. Thornburg | Average non-CEO NEOs | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (170,466) | (41,443) | (215,751) | (20,597) | 316,753 | 23,261 | (459,915) | (73,131) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (6,171) | (17,437) | (128,319) | (8,834) | 136,732 | (220) | (213,231) | (25,328) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | (202,059) | (43,685) | — | — | — | (28,750) | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | — | — | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Non qualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | (791,763) | (632,101) | (634,950) | (84,225) | (49,697) | (6,469) | (688,654) | (297,356) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 414,041 | 128,210 | 484,303 | 103,258 | 495,988 | 106,739 | 524,583 | 57,427 | | Increase for Above-Market or Preferential Earnings on Deferred Compensation that is not Tax Qualified | — | 12,499 | — | 11,749 | — | — | — | 2,860 | | TOTAL ADJUSTMENTS | (890,538) | (621,952) | (534,370) | 9,105 | 1,404,650 | 51,073 | (1,170,557) | (383,706) |

  78. Pay versus Performance Table

    (3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1000 Utilities Index is the same index we use in our relative TSR plan to help determine compensation for our named executive officers and is described as such in the Compensation Discussion and Analysis section. (4)Adjusted Diluted EPS is a non-GAAP measure. Adjusted Diluted EPS is defined as income available to common stockholders, adjusted for certain compensation-related items, and non-recurring items such as merger-related costs, divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with deferred restricted common stock awards under SJW Group’s Long-Term Incentive Plan and shares potentially issuable under the Employee Stock Purchase Plan. Refer to Appendix B of this Proxy Statement for a reconciliation to the most directly comparable GAAP measure.

  79. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship between Financial Performance Measures The line graphs below compare: (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining named executive officers, with (ii) our cumulative TSR, (iii) Comparator Group TSR, (iv) our Net Income, and (v) our Adjusted Diluted EPS, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers to performance for the fiscal year ended December 31, 2023: •Adjusted diluted EPS; •Capital additions; •Customer satisfaction; •Employee engagement and satisfaction; •Environmental leadership – water quality; •Return on equity; and •rTSR percentile positioning.

  80. Employment Agreements, Termination of Employment and Change in Control Arrangements

    Employment Agreements, Termination of Employment and Change in Control Arrangements Mr. Thornburg's Employment Agreement: In September 2017, the Corporation entered into an employment agreement pursuant to which Mr. Thornburg agreed to serve as the President and Chief Executive Officer effective November 6, 2017. The agreement was amended on December 31, 2019, and the material terms of such agreement, as amended, are summarized below: •Mr. Thornburg's annual base salary for the 2017 and 2018 calendar years was established at $700,000. •Pursuant to the December 31, 2019 amendment to his employment agreement, Mr. Thornburg's target annual incentive cash compensation shall be no less than 75 percent of his base salary starting with the 2020 fiscal year. •Mr. Thornburg received a sign-on cash bonus in the amount of $310,000 in the first quarter of 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation. •Mr. Thornburg is eligible to receive enhanced severance benefits under the Executive Severance Plan (but not a tax gross-up as described below) and enhanced retirement benefits under the SJWC Cash Balance SERP. •Mr. Thornburg is entitled to severance benefits upon an involuntary termination (under certain circumstances where he is not eligible for benefits under the Executive Severance Plan) in an amount equal to the sum of (i) (A) two times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs on or prior to December 31, 2019, or (B) one times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs after December 31, 2019, and (ii) his annual bonus for the year of termination based on actual performance, pro-rated for the number of days of employment during the year of termination. •If any payments or benefits payable to Mr. Thornburg would become subject to excise tax under Section 4999 of the Code, then such payments and benefits will be subject to reduction if such reduction would provide him with a greater after-tax benefit. •Mr. Thornburg's compensation is subject to clawback in accordance with applicable laws and regulations. •Mr. Thornburg was reimbursed for reasonable temporary housing expenses in the San Jose area (for up to 12 months) and reasonable moving and travel expenses incurred in connection with his relocation to the San Jose area. Mr. Thornburg is also eligible to receive a company-provided motor vehicle and maintenance thereof and the same perquisites as the other senior executive officers of the Corporation. In addition, effective January 1, 2018, Mr. Thornburg is entitled to reimbursement for reasonable business-related personal expenses approved by the Chair of the Compensation Committee. •Equity awards under the agreement include the following: ◦Three initial restricted stock unit awards granted in January 2018, covering an aggregate of 12,424 shares, of which, 6,716 are fully vested and the remaining units did not vest under the terms of such awards; and ◦A special grant of restricted stock units on November 6, 2017, covering 14,552 shares that are fully vested. This special grant was in recognition of the value of unvested equity awards that were forfeited by Mr. Thornburg in light of his move to the Corporation. Ms. Johnson’s Employment Agreement: Prior to the closing date of the Merger between the Corporation and CTWS (the "Merger") on October 9, 2019 (the "Closing Date"), Ms. Johnson had entered into an employment agreement with CTWS and CWC that became effective at the closing of the Merger for a continuously renewing period of three years (the “Johnson Employment Agreement”). Under the Johnson Employment Agreement, Ms. Johnson was entitled to certain compensation and benefits for services to CTWS and severance benefits covering a three-year period payable upon an involuntary termination. The Compensation Committee and the CTWS board of directors approved the amendment and restatement of the Johnson Employment Agreement effective as of November 1, 2019, to establish Ms. Johnson’s compensation and benefits for her continued service to the Corporation following the Merger; her severance benefits were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger. The material terms of the amended and restated Johnson Employment Agreement dated October 9, 2019, as amended through November 1, 2019, are as follows: i.A continuously renewing three-year term commencing with the Closing Date until Ms. Johnson’s attainment of age 65 (the “Term”); ii.A base salary of no less than $375,000; iii.Annual cash incentive compensation based on level of attainment of established performance goals with a target of 35% of base salary for 2020; iv.Commencing in 2020, an annual RSU grant covering a target number of shares of the Corporation’s common stock equal to at least $136,000 divided by the closing price on the grant date, each such award being in the form of service-vesting RSUs that vest based on Ms. Johnson’s continued service and/or performance-based RSUs that vest based on achievement of performance goals, as determined by the Compensation Committee, and Ms. Johnson’s continued service; v.Severance payments and benefits upon a termination without cause or due to disability, or resignation for good reason, subject to her execution of a release of claims, that were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger as follows: •An amount equal to three times base salary and target annual cash incentive compensation for the year of termination, with such amount paid in 36 equal monthly installments; •Full vesting of all CTWS incentive awards assumed by the Corporation in the Merger; •An amount equal to the aggregate contributions to any defined contribution retirement plan that would have been made (plus earnings thereon) as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date; •Interest equivalent deferrals under the Deferred Compensation Plan II as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date; •Enhanced retirement benefits, as described in the amended and restated Johnson Employment Agreement: •An amount equal to discounted present value of the additional pension benefits that would have been payable under the CTWS Retirement Plan, and any supplemental defined benefit plan that may then be in effect, if Ms. Johnson had remained employed for a period of 3 years, such amount payable in a lump sum on the second anniversary of the termination date; •An amount equal to 3 times the annual contributions for life, health, disability, and similar welfare plans and perquisites payable in a lump sum on the first day of the month following termination or such later date as required for compliance with Code Section 409A; •Reimbursement for reasonable legal or accounting fees and expenses incurred by Ms. Johnson to obtain or enforce any right or benefit provided to her under the amended and restated Johnson Employment Agreement; •Reasonable outplacement services for a period of up to one year; and •If her termination is due to her disability, benefits payable in accordance with any disability plan maintained by CWC, for which she is eligible. The severance payments for Ms. Johnson under the Johnson Employment Agreement are generally the same whether her qualifying termination occurs in connection with, or without, a change in control.

  81. Employment Agreements, Termination of Employment and Change in Control Arrangements

    Ms. Johnson is a party to a CWC SERP Agreement, under which she will be entitled to additional retirement income determined under the CWC Retirement Plan but without the compensation limit under the Code, offset by the benefit actually payable under the CWC Retirement Plan and a prior employer's defined benefit plan, subject to an early retirement reduction for a separation from service prior to attainment of age 62. In the event of a separation from service either without cause (as defined in Ms. Johnson’s employment agreement) or due to death or disability at any time before the attainment of age 62, the supplemental retirement benefit under the CWC SERP Agreement will generally be treated as separation from service that occurred after the participant attained age 62 in two respects: (1) the supplemental retirement benefit will not be reduced by an early retirement factor and (2) the components of compensation used to calculate average earnings for purposes of the supplemental retirement benefit will be consistent with the components used following a “separation from service” after attaining age 62. Ms. Johnson has not attained age 62. Executive Severance Plan: Officers of the Corporation or its subsidiaries (other than officers who are CTWS employees or employees of any of CTWS' subsidiaries, unless specifically designated for participation by the Compensation Committee) who are serving in such capacity at the time of a change in control ("CIC") of the Corporation may become entitled to severance benefits under the Corporation's Executive Severance Plan if their employment terminates under certain circumstances in connection with such CIC. Accordingly, should (a) such officer's employment be terminated by the Corporation for any reason other than good cause, as defined in the Executive Severance Plan, after the Corporation enters into an agreement to effect the CIC but before such agreement is terminated or prior to the expiration of a 24-month period following the effective date of the CIC, or (b) they resign for good reason (as defined in such plan) within the 24-month period following the effective date of the CIC (the "CIC Protection Period"), then (i) such officer will be entitled to a cash severance benefit consisting of three times the sum of the annual base salary and target annual cash incentive compensation, as in effect for the fiscal year of such cessation of employee status or, if higher, as in effect immediately before the CIC, (ii) for Mr. Thornburg, also an amount equal to the annual bonus for the year of termination based on actual performance, pro-rated for the number of days of employment during the year of termination, (iii) their outstanding stock options will immediately vest and other equity awards may immediately vest in accordance with the terms of the award agreements, (iv) they will be reimbursed for the cost of COBRA continuation coverage under the company's group health care plans for the officer, their spouse, and eligible dependents until the earlier of (x) the date of the last annual installment of their cash severance benefit or (y) the first date on which the officer is covered under another employer's health benefit program without exclusion for any pre-existing medical condition, and (v) they will be deemed to be three years older and be given three additional years of service for purposes of calculating their pension benefit under the SJWC Cash Balance SERP (the "Enhanced Pension Benefit"). If an officer, other than Mr. Thornburg and an officer who commences participation in the plan after October 26, 2022, qualifies for benefits under the Executive Severance Plan and any payment made in connection with a CIC or the subsequent termination of the officer's employment becomes subject to an excise tax under Section 4999 of the Code (the "Excise Tax"), then such payment or benefit will be grossed-up to ensure that such officer does not incur any out-of-pocket cost with respect to such Excise Tax, and such officer will accordingly receive the same net after-tax benefit they would have received had no Excise Tax been imposed. Pursuant to the terms of Mr. Thornburg’s employment agreement, if any compensation payments, including payments under the Executive Severance Plan, would become subject to the Excise Tax, the payments may be reduced if such reduction would provide him with a greater net after-tax benefit. The benefits payable under the Executive Severance Plan are conditioned upon the named executive officer's execution of a general release of all employment-related claims against the Corporation and a non-solicitation covenant pursuant to which such officer may not induce any representative, agent or employee to terminate their employment or service relationship with the Corporation. For purposes of the various payments and benefits which may be triggered under the Executive Severance Plan in connection with a CIC, the following transactions will be deemed to constitute a CIC event: •A merger, consolidation or other reorganization, unless 50 percent or more of the outstanding voting power of the successor entity is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction; •A sale of all or substantially all of the Corporation's assets, unless 50 percent or more of the outstanding voting power of the acquiring entity or parent thereof is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction; •Certain changes in the composition of the Corporation's Board; or •The acquisition of the Corporation's outstanding securities by any person so as to make that person the beneficial owner of securities representing 30 percent or more of the total combined voting power of the Corporation's outstanding securities. Messrs. Thornburg, Walters, Brown and Hauk participate in the Executive Severance Plan. Ms. Johnson does not participate in the Executive Severance Plan. Accelerated Vesting of Equity Awards: The Service RSU awards granted to the named executive officers vest in full on a CIC if they are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will continue to vest over the service period subject to vesting in full on a termination without good cause or resignation for good reason during the 24-month period following the effective date of the CIC. The awards also vest in full on termination by reason of death or permanent disability during the vesting period even if there is no CIC. The PSU awards granted to the named executive officers will vest with respect to the target number of shares on a CIC if the awards are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will vest at target level at the end of the performance period or an earlier termination without good cause or resignation for good reason or by reason of death or permanent disability following the CIC. The awards also vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability other than in connection with a CIC. Potential Payments Upon Termination, Other Than for Ms. Johnson: The potential payments that each named executive officer, other than Ms. Johnson, would receive upon (i) a qualifying termination with a CIC, (ii) a qualifying termination without a CIC, and (iii) upon a CIC are described below.

  82. Employment Agreements, Termination of Employment and Change in Control Arrangements

    Potential Payments Upon Termination with a CIC: The table below indicates the potential payments that each named executive officer, other than Ms. Johnson, would receive upon a qualifying termination following a CIC. The potential payments to the executive officers shown in the table below are based upon the following assumptions: i.There is a qualifying termination of employment on December 31, 2023; and ii.The CIC is assumed to have occurred on December 31, 2023 at a price per share payable to the holders of the Corporation's common stock equal to $65.35 per share, the closing selling price of such common stock on December 29, 2023, the last trading day in the 2023 fiscal year.

  83. Employment Agreements, Termination of Employment and Change in Control Arrangements

    | Name | Cash Severance Payment ($)(1) | Present Value of Enhanced Pension Benefit ($)(2) | Estimated Value of Reimbursed COBRA Continuation Health Care Coverage ($) | Accelerated Vesting of Restricted Stock Unit Awards ($)(3) | Excise Tax Gross-Up ($)(4) | Total ($) | | Eric W. Thornburg (5) | 5,906,061 | 3,236,290 | 59,163 | 2,959,179 | — | 12,160,693 | | Andrew F. Walters | 2,227,500 | —(6) | 106,505 | 550,835 | 1,460,976 | 4,345,816 | | Willie Brown | 1,644,300 | 142,010 | 85,028 | 446,210 | 1,305,240 | 3,622,788 | | Bruce A. Hauk | 2,175,000 | 72,244 | 155,752 | 615,598 | 1,554,404 | 4,572,998 |

  84. Employment Agreements, Termination of Employment and Change in Control Arrangements

    (1)Represents for Mr. Thornburg, three times Mr. Thornburg's annual salary of $874,000, plus three times his target annual cash incentive compensation of $786,600, plus his annual cash incentive for the 2023 fiscal year, based on actual performance of $924,261; for Mr. Walters, three times Mr. Walters' annual salary of $495,000 plus three times his target annual cash incentive compensation of $247,500; for Mr. Brown, three times Mr. Brown's annual salary of $406,000 plus three times his target annual cash incentive compensation of $142,100; and for Mr. Hauk, three times Mr. Hauk’s annual salary of $500,000 plus three times his target annual cash incentive compensation of $225,000. (2)Represents the present value of the Enhanced Pension Benefit described above. The actuarial and economic assumptions used above to value the pension plan benefits under plans of employees of SJWC and CWC are summarized in the Pension Benefits section in this Proxy Statement. (3)Represents the value of the accelerated vesting of unvested restricted stock unit awards. As described above, if the awards are assumed, replaced or otherwise continued in connection with a CIC, then the unvested Service RSU awards vest in full on a qualifying termination occurring during the CIC Protection Period and the PSU awards vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period. All reported dollar values in this column are based on the $65.35 closing selling price per share of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year and include Service RSU and PSU awards for each named executive officer. (4)For executive officers other than Mr. Thornburg, calculated based on (i) W-2 wages for the five-year period 2018 through 2022, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%), and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2023 CIC/separation from service date. (5)As discussed above, Mr. Thornburg is not entitled to receive a tax gross-up under the Executive Severance Plan. However, if any payments or benefits payable to him would become subject to the excise tax under Section 4999 of the Code, such payments and benefits will be reduced if such reduction would provide him with a greater after-tax benefit. The total amount shown for Mr. Thornburg has not been reduced, as he would have a greater benefit on a net after-tax basis if paid the full amount owed. This determination is based on calculations using (i) W-2 wages for the five-year period 2018 through 2022, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%), and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2023 CIC/separation from service date. (6)There would be no enhancement to Mr. Walters' benefits under the SJWC Cash Balance SERP, whether in the form of additional compensation credits or contributions or additional years of service credit, triggered by the CIC event or the termination of his employment in connection therewith. Potential Payments Upon Termination without a CIC: The table below indicates the potential payments that Mr. Thornburg would receive upon a qualifying termination without a CIC on December 31, 2023, based on actual performance for fiscal year 2023. Messrs. Brown, Hauk, and Walters are not eligible to receive payments under the Executive Severance Plan upon a qualifying termination without a CIC, other than the vesting of service and performance-based awards, in accordance with the terms of those awards and as described below.

  85. Employment Agreements, Termination of Employment and Change in Control Arrangements

    | Name | Annual Base Salary ($) | Target annual cash compensation ($) | Annual Cash Incentive ($) | Total Service-Based Awards and Performance-Based Awards ($) | Total ($) | | Eric W. Thornburg | 874,000 | 786,600 | 924,261 | 1,936,321 | 4,521,182 | | Andrew F. Walters | — | — | — | 383,300 | 383,300 | | Willie Brown | — | — | — | 316,294 | 316,294 | | Bruce A. Hauk | — | — | — | 469,040 | 469,040 |

  86. Employment Agreements, Termination of Employment and Change in Control Arrangements

    As described above in the section titled “Accelerated Vesting of Equity Awards,” the unvested Service RSU awards vest in full on a termination by reason of death or permanent disability and the PSU awards vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability during the performance period. The payout values included in the table above for each named executive officer's service-based awards and performance-based awards assume (i) a qualifying termination on December 31, 2023, other than in connection with a CIC, and (ii) actual performance under the performance-based awards was at target level. All reported dollar values are based on the $65.35 closing selling price per share of the Corporation's common stock on December 29, 2023, the last trading day in the 2023 fiscal year. Potential Payments Upon a CIC: In the event of a CIC without termination where equity awards are not assumed, replaced or otherwise continued, the named executive officers would potentially be entitled to acceleration of their restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but would not be entitled to the other potential payments listed in such table. Potential Payments to Ms. Johnson upon Termination with a CIC: The table below indicates the potential payments that Ms. Johnson would receive upon a qualifying termination following a CIC. The potential payments shown in the table below are based upon the following assumptions: i.There is a qualifying termination of Ms. Johnson’s employment on December 31, 2023; and ii.The CIC is assumed to have occurred on December 31, 2023 at a price per share payable to the holders of the Corporation's common stock equal to $65.35 per share, the closing selling price of such common stock on December 29, 2023, the last trading day in the 2023 fiscal year.

  87. Employment Agreements, Termination of Employment and Change in Control Arrangements

    | Name | Cash Severance Payment ($)(1) | Qualified Plan Contributions ($)(2) | Interest Equivalent on Deferred Compensation Amounts ($)(3) | Additional Retirement Benefits ($)(4) | Accelerated Vesting of Restricted Stock Unit Awards (5) | Health & Welfare Benefits & Reasonable Outplacement Services ($)(6) | Total ($) | | Kristen A. Johnson | 1,984,500 | 48,534 | 34,317 | 882,227 | 440,982 | 102,602 | 3,493,162 |

  88. Employment Agreements, Termination of Employment and Change in Control Arrangements

    (1)Represents three times Ms. Johnson’s annual salary of $490,000 plus three times her target annual cash incentive compensation of $171,500 with such amount payable in 36 equal monthly installments. (2)Represents employer contributions to the Savings Plan of Connecticut Water Company, plus related earnings, as if Ms. Johnson, had continued to be employed through the third anniversary of her termination of employment. (3)Represents interest Ms. Johnson would have received under the Deferred Compensation Plan II as if she had continued to be employed through the third anniversary of the termination of her employment. (4)Represents an estimate of the additional pension benefits under the CWC Retirement Plan and the CWC SERP Agreements that Ms. Johnson would have accrued had she continued to be employed through the third anniversary of her termination of employment. (5)Represents the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards. All reported dollar values in this column are based on the $65.35 closing price per share of the Corporation's common stock on December 29, 2023, the last trading day in the fiscal year. In the event Ms. Johnson experiences a qualifying termination following a CIC in which her unvested restricted stock units are assumed, replaced or otherwise continued, then her unvested Service RSU awards would vest in full on a qualifying termination occurring during 24-month period following the effective date of the CIC and her PSU awards would vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period. (6)Represents CWC’s contributions on behalf of Ms. Johnson for coverage under CWC’s health and welfare benefit plans as if Ms. Johnson had continued employment through the third anniversary of her termination of employment and $25,000 of outplacement services. Potential Payments to Ms. Johnson Upon Termination without a CIC: In the event of a qualifying termination on December 31, 2023, other than in connection with a CIC, Ms. Johnson would be entitled to the same severance payments and benefits as if Ms. Johnson was terminated in connection with a CIC set forth in the table above, except that the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards would be $311,066 (based on the vesting of her restricted stock unit awards as described in the section above titled “Accelerated Vesting of Equity Awards”). Accordingly, the total severance benefits would be $3,363,246. Potential Payments to Ms. Johnson Upon a CIC: In the event of a CIC without termination, where Ms. Johnson’s equity awards were not assumed, replaced or otherwise continued, Ms. Johnson would potentially be entitled to acceleration of her restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but Ms. Johnson would not be entitled to the other potential payments listed in such table.