DEF 14A of California Water Service Group, Apr 17, 2024

DEF 14A of California Water Service Group

Filed Apr 17, 2024 · FY20230001104659-24-048344

Open on EDGAR

  1. Overview of Voting Items

    | | | | | | Committees | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Other Public Company Boards | A | C | F | NG | S | | Gregory E. Aliff Former Vice Chairman and Senior Partner of U.S. Energy & Resources, Deloitte LLP | 70 | 2015 | Yes | 1 | | | | | | | Shelly M. Esque Former Vice President and Global Director of Corporate Affairs of Intel Corporation | 63 | 2018 | Yes | — | | | | | | | Jeffrey Kightlinger Principal and Owner of Acequia Consulting, LLC | 64 | 2023 | Yes | — | | | | | | | Martin A. Kropelnicki Chairman, President & CEO of California Water Service Group | 57 | 2013 | — | — | | | | | | | Thomas M. Krummel, M.D. Emile Holman and Chair Emeritus of the Department of Surgery at Stanford University School of Medicine | 72 | 2010 | Yes | 1 | | | | | | | Yvonne A. Maldonado, M.D. Professor of Global Health and Infectious Diseases, Departments of Pediatrics and Epidemiology and Population Health, Stanford University | 68 | 2021 | Yes | — | | | | | | | Scott L. Morris Chairman of Avista Corporation | 66 | 2019 | Yes | 1 | | | | | | | Charles R. Patton Former Executive Vice President, External Affairs of American Electric Power Company, Inc. | 64 | 2023 | Yes | 2 | | | | | | | Carol M. Pottenger Principal and Owner of CMP Global, LLC Vice Admiral, U.S. Navy (Ret.) | 69 | 2017 | Yes | — | | | | | | | Lester A. Snow Director and Former President of the Klamath River Renewal Corporation | 72 | 2011 | Yes | — | | | | | | | Patricia K. Wagner Former Group President of U.S. Utilities for Sempra Energy | 61 | 2019 | Yes | 2 | | | | | | | Number of meetings held during 2023 | | | | | 4 | 3 | 3 | 3 | 3 | | Number of executive sessions of the independent directors held in 2023 | | | | | 4 | 3 | 2 | 2 | 3 |

  2. Director Nominees

    Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee, our Board has nominated for election at the 2024 Annual Meeting of Stockholders a slate of eleven director nominees. All of the nominees were most recently elected by stockholders at the 2023 Annual Meeting with exception of Charles R. Patton, who was appointed to the Board effective July 1, 2023 and recommended by a national retained search firm, and Jeffrey Kightlinger, who was appointed to the Board effective November 1, 2023 and recommended by a national retained search firm. All directors are elected annually to serve until the next Annual Meeting or until their respective successors are elected.

  3. Director Nominees

    | Gregory E. Aliff Independent Age: 70 Director Since 2015 | Committees: • Chair, Audit • Finance and Capital Investment • Enterprise Risk Management, Safety, and Security Public Board Directorships: Current: • New Jersey Resources Corp Previous: • SCANA Corporation | Retired Mr. Aliff is a retired Vice Chairman and Senior Partner, US Energy and Resources, at Deloitte LLP. From 2012 to his retirement in 2015, Mr. Aliff led Deloitte’s US Sustainability Services, which focused on industrial and commercial water and energy management. From 2002 to 2012, he led Deloitte’s US Energy and Resources practice, where he oversaw all professional services to the sector. Mr. Aliff earned his Bachelor of Science in accounting and his Master of Business Administration from Virginia Tech. He is a Certified Public Accountant and a designated Board Leadership Fellow of the National Association of Corporate Directors (NACD). He also holds a CERT Certificate in Cybersecurity Oversight from NACD. In addition to his public company directorships, Mr. Aliff has also served on the board of several non-profit organizations. Mr. Aliff brings extensive accounting, auditing, and financial reporting experience to the Board, with specific expertise in both the public utility and energy and resources industries. He has in-depth experience in strategy, enterprise risk management, and regulatory affairs from his many years providing professional services to numerous major utilities. Mr. Aliff’s deep understanding of public utility markets and the breadth of experience he has gained from working with public companies make him a valuable resource to the Board. | | | Skills Senior Leadership Public Company Board Human Capital Management Cybersecurity Financial/Capital Allocation Industry | |

  4. Director Nominees

    | Shelly M. Esque Independent Age: 63 Director Since 2018 | Committees: • Nominating/Corporate Governance • Enterprise Risk Management, Safety, and Security | Retired Ms. Esque, prior to her retirement in 2016, served as Vice President and Global Director of Corporate Affairs at Intel Corporation, a leader in the semiconductor industry. Overseeing professionals in more than 35 countries, she was responsible for enhancing Intel’s reputation as the world’s leading technology brand and corporate citizen. She also served as both president and chair of the Intel Foundation. In her capacity as a leader of Intel’s corporate social responsibility, community, education, foundation, and government relations worldwide, Ms. Esque represented Intel at numerous events, including the World Economic Forum, World Bank, UNESCO, and forums promoting women in the workplace. Ms. Esque received the Greater Phoenix Chamber of Commerce 2011 ATHENA Businesswoman of the Year Award for excellence in business and leadership, exemplary community service, and support and mentorship of other women. She was also recognized by AZ Business Magazine as one of the 50 Most Influential Women in Arizona. Ms. Esque is active on two non-profit boards, Basis Charter Schools, and the Boyce Thompson Arboretum. Ms. Esque’s strong understanding of corporate social responsibility, education, media relations, and government and community affairs makes her a valuable resource to the Board. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience | |

  5. Director Nominees

    | Jeffrey Kightlinger Independent Age: 64 Director Since 2023 | Committees: • Audit • Enterprise Risk Management, Safety, and Security | Principal and Owner, Acequia Consulting Mr. Kightlinger is principal and owner of Acequia Consulting, LLC, which was founded in 2022 and provides strategic advice on Colorado River issues, natural resources, water and energy issues. Prior to founding Acequia Consulting, Mr. Kightlinger served as the Interim General Manager of the City of Pasadena’s Water and Power Department from 2021 to 2022, where he oversaw the recruitment of a new water manager and a new general manager, along with the implementation of a new customer billing program and development of a long-term power resource plan. Prior to his role at the City of Pasadena’s Water and Power Department, Mr. Kightlinger served as Chief Executive Officer of the Metropolitan Water District of Southern California, the largest municipal water supplier in the United States. During his tenure as CEO from 2006 to 2021, he took a leadership role in supporting a plan to build twin tunnels under the Sacramento-San Joaquin Delta to keep water flowing to Southern California while seeking to protect endangered species. Prior to becoming CEO, Mr. Kightlinger was Metropolitan’s deputy general counsel and assistant general counsel from 1995 to 2002 and served as general counsel from 2002 to 2006. Mr. Kightlinger earned his undergraduate degree from the University of California at Berkeley and a law degree from Santa Clara University. He currently serves on a number of boards including the Coro Foundation, the USC Price School of Public Policy, the UCLA Sustainability Advisory Board, the Climate Action Reserve, the California Foundation on the Environment and the Economy, the Los Angeles Economic Development Council, and the Los Angeles Area Chamber of Commerce. Mr. Kightlinger brings to the Board deep understanding and experience of water supply management, natural resource management, and sustainability. His experience as a leader in resolving complex water and environmental issues bring valuable perspective to the Board. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  6. Director Nominees

    | Martin A. Kropelnicki Age: 57 Director Since 2013 | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | Chairman, President & CEO, California Water Service Group Mr. Kropelnicki is Chairman, President & CEO of the Group. Mr. Kropelnicki joined the Group as Vice President, Chief Financial Officer (CFO) and Treasurer in 2006 and was named President and COO in 2012. He then was appointed President & CEO of the Group effective September 1, 2013. He has over 34 years of experience in finance and operations, including 15-plus years as CFO at publicly listed companies. He has held executive positions at PowerLight Corporation, Hall Kinion & Associates, Deloitte & Touche Consulting Group, and Pacific Gas & Electric Company. He serves as a director for the Bay Area Council and the California Foundation on the Environment & Economy and is a member of the Silicon Valley Leadership Group. Mr. Kropelnicki is the past President of the National Association of Water Companies (NAWC) and currently serves on the NAWC Board of Directors and Executive Committee. He holds a Bachelor of Arts and Master of Arts in business economics from San Jose State University. In 2016, Mr. Kropelnicki was awarded the United States Navy Memorial Fund’s Naval Heritage Award. He is the 12th recipient of this award since its inauguration. Mr. Kropelnicki is well positioned to lead the Group’s management team and give guidance and perspective to the Board. His experience as the former CFO of the Group provides expertise in both corporate leadership and financial management, and his management experience enables him to offer valuable perspectives to our strategic planning, rate making, and budgeting, along with operational and financial reporting. |

  7. Director Nominees

    | Thomas M. Krummel, M.D. Independent Age: 72 Director Since 2010 | Board Committees: • Chair, Organization and Compensation • Nominating/Corporate Governance Public Board Directorships: Current: • Procept BioRobotics Corporation | Emile Holman and Chair Emeritus, Department of Surgery, Stanford University Dr. Krummel is the Emile Holman Professor and Chair Emeritus of the Department of Surgery at Stanford University School of Medicine and former co-director of the Stanford Biodesign program. A leader in his field, he has been honored with the William E. Ladd Medal by the American Academy of Pediatrics, the Albion Walter Hewlett Award by the Stanford Department of Medicine, the Henry J. Kaiser Family Foundation Award for Excellence in Clinical Teaching; the John Austin Collins, M.D. Memorial Award for Outstanding Teaching and Dedication to Resident Training, and the Lucile Packard Children’s Hospital Recognition of Service Excellence. Dr. Krummel is currently chair of the board of directors at Fogarty Innovation, a not-for-profit medtech educational incubator, a venture partner at Santé Ventures, and a board member for Morgridge Institute for Research at the University of Wisconsin. Dr. Krummel brings to the Board experience in professional training and development as well as a familiarity with medical, public health, and science issues. He offers the Board unique insight on public health matters, including healthcare policy and legislation, drinking water quality, and employee health. | | | Skills Senior Leadership Public Company Board Sustainability, Governmental, Public Policy Experience Human Capital Management Health and Human Services Financial/Capital Allocation | |

  8. Director Nominees

    | Yvonne (Bonnie) A. Maldonado, M.D. Independent Age: 68 Director Since 2021 | Board Committees: • Nominating/Corporate Governance • Enterprise Risk Management, Safety, and Security | Professor of Global Health and Infectious Diseases, Departments of Pediatrics and Epidemiology and Population Health, Stanford University Dr. Maldonado is currently a pediatric infectious diseases epidemiologist at Stanford University School of Medicine as well as the medical director of Infection Prevention and Control, and an attending physician at Packard Children’s Hospital at Stanford. She is also a professor in the Departments of Pediatrics and Health Research and Policy, chief of the Division of Infectious Diseases, director of Global Child Health, and senior associate dean for faculty development and diversity at Stanford’s School of Medicine. Dr. Maldonado is currently the chair of the American Academy of Pediatrics Committee on Infectious Diseases, serves on the board of the Lucile Packard Foundation for Children’s Health, and is a member of numerous medical associations and committees. Nationally and internationally renowned for her knowledge, research, and expertise in infectious and vaccine-preventable disease control and international health, Dr. Maldonado has led studies and investigations funded by the United States, CDC, WHO, NIH, and Gates Foundation worldwide on HIV, polio, and measles. Dr. Maldonado brings a unique perspective and valuable insight to the Board. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Health and Human Services | |

  9. Director Nominees

    | Scott L. Morris Independent Age: 66 Director Since 2019 | Lead Independent Director Committees: • Chair, Nominating/ Corporate Governance • Organization and Compensation Public Board Directorships: Current: • Avista Corporation | Chairman, Avista Corporation Mr. Morris has been Chairman of Avista Corporation, a publicly traded electrical and natural gas utility serving customers primarily in the Pacific Northwest, since January 2008. From January 2008 to October 1, 2019, he also served as Avista’s CEO, from January 2008 to January 2018 he served as its President, and from May 2006 to December 2007, he served as its President and Chief Operating Officer. Mr. Morris joined Avista in 1981 and his experience at the company includes management positions in construction and customer service and general manager of the company’s Oregon utility business. He is a graduate of Gonzaga University where he received his master’s degree from Gonzaga University in organizational leadership. He also attended the Stanford Business School Financial Management Program and the Kidder Peabody School of Financial Management. Mr. Morris serves on the board of McKinstry and on the Board of Trustees of Gonzaga University. He has served on a number of Spokane non-profit and economic development boards. Mr. Morris brings to the Board a deep knowledge and understanding of the utility industry, having spent his entire career in the industry. As a former senior executive, he also contributes senior leadership experience and valuable perspectives on strategy, operations, and business management. | | | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  10. Director Nominees

    | Charles R. Patton Independent Age: 64 Director Since 2023 | Committees: • Audit • Finance and Capital Investment Public Board Directorships: Current: • Ameresco, Inc. • Sterling Infrastructure, Inc. Previous: • Southwestern Electric Power Company | Retired Prior to his retirement after a 27-year tenure with the company, Mr. Patton served as Executive Vice President, External Affairs, at American Electric Power Company, Inc. (AEP), an electric utility organization that serves customers across 11 states, from January 2017 to July 2022. In this capacity, he was responsible for customer service, regulatory affairs, communications, and federal public policy. He also led corporate sustainability initiatives and AEP’s compliance program to satisfy the requirements of the North American Electric Reliability Corporation, a not-for-profit international regulatory authority whose mission is to assure the effective and efficient reduction of the risks to the reliability and security of the electrical grid. Currently, Mr. Patton serves as an independent director of Ameresco, Inc. and Sterling Infrastructure, Inc. He has also served as a Board Member for Corpus Christi Regional Economic Development Corporation, Southwestern Electric Power Company and the Public Service Company of Oklahoma. Mr. Patton was a Company Liaison with the United States Energy Association and traveled internationally to discuss government affairs and public relations with Eastern European utilities. He served as Chairman of the Board of the Association of Electric Companies of Texas and Texas Taxpayers and Research Association, as well as the Federal Reserve Bank of Richmond. He holds a bachelor’s degree from Bowdoin College in Brunswick, Maine, and a Master’s Degree from the Lyndon B. Johnson School of Public Policy at the University of Texas at Austin. Mr. Patton’s extensive knowledge and senior leadership experience in the utility industry brings valuable resources to the Board. | | | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Industry Financial/Capital Allocation | |

  11. Director Nominees

    | Carol M. Pottenger Independent Age: 69 Director Since 2017 | Committees: • Enterprise Risk Management, Safety, and Security • Finance and Capital Investment • Nominating/Corporate Governance | Principal and Owner, CMP Global, LLC Ms. Pottenger is principal and owner of CMP Global LLC, which was founded in 2014 and provides consulting services in business development, process improvement, corporate governance, strategic planning, and cyber and information systems. The first female three-star Admiral in American history to lead in a combat branch, Ms. Pottenger commanded two ships, a logistics force of 30 ships, a Japan-based strike-group of eight ships, and the Expeditionary Force of 40,000 sailors during her 36 years in the U.S. Navy before retiring in 2013. She was also the senior U.S. Flag Officer responsible for military transformation and sensitive military topics such as counterterrorism and cybersecurity while on assignment with NATO. Ms. Pottenger brings unique experience to the Board, ranging from operations to technology to risk management. A graduate of Purdue University in Lafayette, Indiana, she also serves on various private, defense, and non-profit boards, including the U.S. Navy Memorial Foundation in Washington, D.C., PricewaterhouseCoopers LLP Board of Partners and Principals, and Serco North America. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  12. Director Nominees

    | Lester A. Snow Independent Age: 72 Director Since 2011 | Committees: • Chair, Enterprise Risk Management, Safety, and Security • Finance and Capital Investment • Organization and Compensation | Retired Mr. Snow has served as Secretary of the California Natural Resources Agency, Director of the California Department of Water Resources, Regional Director of the U.S. Bureau of Reclamation, Executive Director of the CALFED Bay Delta Program, and General Manager of the San Diego County Water Authority. He also served as Executive Director of the California Water Foundation, an initiative of the Resources Legacy Fund, and serves on the board of the Klamath River Renewal Corporation. He holds a Master of Science Degree in water resources administration from the University of Arizona and a Bachelor of Science in earth sciences from Pennsylvania State University. Mr. Snow brings more than 40 years of water and natural resource management experience to the Board. His distinguished public service career enables him to assist the Board in addressing water and environmental issues as well as regulatory and public policy matters. Mr. Snow’s executive experience in the public sector provides the Board with critical insight on a variety of operational and financial matters. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Industry | |

  13. Director Nominees

    | Patricia K. Wagner Independent Age: 61 Director Since 2019 | Committees: • Chair, Finance and Capital Investment • Audit • Organization and Compensation Public Board Directorships: Current: • Apogee Enterprises • Primoris Services Corporation Previous: • SoCalGas | Retired Ms. Wagner, prior to her retirement in 2019, served as Group President, U.S. Utilities for Sempra Energy, an energy-services holding company whose subsidiaries include San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company (SoCalGas), both California regulated utilities, as well as other companies operating in the electric and gas infrastructure business. Prior to her role as Group President, from 2017 to 2018 she served as Chairman and Chief Executive Officer of SoCalGas, one of the largest natural gas utilities in the country. She served as Executive Vice President of Sempra Energy in 2016, and as President and Chief Executive Officer of Sempra U.S. Gas & Power from 2014 to 2016. During her 24-year career in the utility sector, Ms. Wagner held a range of other leadership positions, including: Vice President of Audit Services for Sempra Energy; Vice President of Accounting and Finance for SoCalGas; Vice President of Information Technology for SoCalGas and SDG&E; and Vice President of Operational Excellence for SoCalGas and SDG&E. Ms. Wagner is currently a director of Apogee Enterprises, Inc., a public company that designs and develops commercial glass and metal products, and Primoris Services Corporation, a public company providing a wide range of specialty construction services, fabrication, maintenance, replacement, and engineering services. Ms. Wagner earned her Master of Business Administration from Pepperdine University and her bachelor’s degree in chemical engineering from California State Polytechnic University, Pomona. Ms. Wagner has immense working knowledge and familiarity with the California regulatory environment and has worked with the California Public Utilities Commission. Her deep understanding of regulatory affairs and experience working for an investor-owned utility make her a valuable asset to the Group. She also brings valuable accounting and finance, senior leadership, and operational experience to the Board. | | | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  14. Director Compensation

    Director Compensation The Nominating/Corporate Governance Committee is responsible for non-employee director compensation and makes recommendations to the Board. For 2023, the Nominating/Corporate Governance Committee retained the services of Meridian for determining non-employee director compensation with Meridian’s recommendations based on competitive positioning, in terms of both individual compensation components and total compensation. For fiscal year ended 2023, our non-employee directors received compensation comprised of both annual cash retainers for Board and committee chair services (with an additional retainer for the Lead Director) and an annual equity award. Effective for 2023, meeting attendance fees for director service have been eliminated from our director compensation program.

  15. Director Compensation

    | Annual Base Retainer — All Directors | $118,000 | | Lead Independent Director Retainer | $40,000 | | Committee Chair Retainers: | | | Audit Committee Chair Retainer | $25,000 | | Organization and Compensation Committee Chair Retainer | $20,000 | | Nominating/Corporate Governance Committee Chair Retainer | $15,000 | | Finance and Risk Management Committee Chair Retainer | $15,000 |

  16. Director Compensation

    | Enterprise Risk Management, Safety, and Security Committee Chair Retainer | $15,000 | | Equity: | | | Annual RSA Equity Grant(1) | $110,000 |

  17. Director Compensation

    In 2023, non-employee directors received annual grants of restricted stock valued at $110,000. The restricted stock grants were made on March 7, 2023, respectively, and were fully vested on the first anniversary of the grant date. Directors may elect to defer cash compensation payable to them under the Group’s deferred compensation plan in the same manner as applicable to the Group’s executives as described below. The following table sets forth compensation earned during fiscal 2023 by each person who served as a non-employee Director during the year.

  18. Director Compensation

    | Name (a)(1) | Fees Earned or Paid in Cash ($) (b) | Stock Awards(3)(4) ($) (c) | Total ($) (h) | | Peter C. Nelson, Former Chairman(2) | 86,667 | 43,259 | 129,926 | | Gregory E. Aliff | 143,000 | 103,710 | 246,710 | | Shelly M. Esque | 118,000 | 103,710 | 221,710 | | Jeffrey Kightlinger | 19,667 | 18,894 | 38,561 | | Thomas M. Krummel, M.D. | 138,000 | 103,710 | 241,710 | | Yvonne A. Maldonado, M.D. | 118,000 | 103,710 | 221,710 | | Scott L. Morris, Lead Independent Director | 173,000 | 103,710 | 276,710 | | Charles R. Patton | 59,000 | 55,537 | 114,537 | | Carol M. Pottenger | 118,000 | 103,710 | 221,710 | | Lester A. Snow | 133,000 | 103,710 | 236,710 | | Patricia K. Wagner | 133,000 | 103,710 | 236,710 |

  19. Director Compensation

    (1) During fiscal 2023, former director Terry P. Bayer, who did not stand for re-election at the 2023 annual meeting due to a medical issue, received $118,000 in cash retainers. (2) Mr. Nelson’s 2023 compensation includes the annual base retainer, Chairman of the Board retainer, and 2023 stock award for his role as Chairman of the Board, prorated for his retirement from the Board on May 31, 2023. (3) Amounts reflect the full grant date fair value of each RSA granted in 2023 to the non-employee directors, calculated in accordance with FASB ASC Topic 718, disregarding estimates for forfeitures. On March 7, 2023, non-employee directors received annual grants of restricted stock valued at $110,000 as the Board retainer. Assumptions used in the calculation of these amounts are included in footnote 12 of Group’s annual report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2024. At the end of 2023, the aggregate number of RSAs held by each non-employee director then serving on the Board was as follows: Gregory E. Aliff, 16,200; Shelly M. Esque, 9,533; Jeffrey Kightlinger, 381; Thomas M. Krummel, M.D., 24,300; Dr. Yvonne A. Maldonado, 4,541; Scott L. Morris, 7,118; Charles R. Patton, 1,067; Carol M. Pottenger, 11,089; Lester A. Snow, 19,825; Patricia K. Wagner, 7,115.

  20. Compensation Discussion and Analysis

    | | Pay-for-performance by aligning officer compensation to pre-established, quantifiable performance goals that rewards long-term growth and sustainability | | | Align management interests with the long-term interests of our customers, communities, and stockholders | | | Establish performance goals that are aligned with our organizational strategy | | | Use performance metrics that are understandable and are tied to key performance indicators; all of our officers have the ability to make an impact | | | Provide competitive pay to attract and retain highly qualified officers | | | Maintain a one-team approach, meaning all eligible officers, department heads, and eligible employees share the same performance targets and compensation plan |

  21. 2023 Total Direct Compensation

    | | 2023 Base Salary $ | Achieved Short-Term At-Risk Compensation $ | Achieved Long-Term At-Risk Compensation $ | 2023 Total Direct Compensation(1) $ | | Martin A. Kropelnicki | 1,050,005 | 1,449,000 | 1,225,666 | 3,724,671 | | David B. Healey | 289,564 | 113,505 | — | 403,069 | | Thomas F. Smegal III | 426,344 | 90,494 | 179,136 | 695,974 | | Paul G. Townsley | 367,266 | 151,871 | 179,136 | 698,273 | | Michael B. Luu | 415,021 | 172,204 | 204,053 | 791,278 | | Ronald D. Webb | 334,198 | 138,483 | 179,136 | 651,817 | | Shawn C. Bunting | 329,235 | 138,000 | 149,354 | 616,589 |

  22. 2023 Total Direct Compensation

    (1) Total “Direct” Compensation consists of base salary, earned annual performance-based short-term at-risk compensation, grant date fair value of long-term performance-based restricted stock units, and grant date fair value of time-based restricted stock awards.

  23. Total Compensation Philosophy for Executives

    Total Compensation Philosophy for Executives Providing compensation that attracts, retains, and motivates talented officers is our committed goal. Our compensation programs reward excellent job performance, identify exceptional leadership, and represent fair, reasonable, and competitive total compensation that aligns officers’ interests with the long-term interests of our customers and stockholders. When designing our compensation programs, the Organization and Compensation Committee (Committee) prioritizes transparency and simplicity of the programs as well as maintaining unified goals and objectives of the annual short- and long-term incentive programs for the entire executive team to drive aligned operational decisions and Company performance. The Committee believes a balance of fixed and variable compensation components, with short-term and long-term compensation elements, maintains a strong link between the NEOs’ compensation and the overall Group’s performance while promoting the interests of both customers and stockholders. The Committee annually re-evaluates the mix of fixed and variable compensation, including the proportions of at-risk compensation awarded as short-term cash-based and long-term equity- based awards and stockholder feedback. Additionally, the Committee continues to monitor our program on an annual basis to ensure the structure will not incentivize excessive risk-taking. In addition, our executive compensation program considers the following factors: • The overall financial and operating performance of our Company • Changes in market conditions, cost of living differences, market trends, and inflation • Each officer’s performance and contributions to the achievement of short-term and long-term financial goals and operational milestones • Each NEO’s job responsibilities, expertise, historical compensation, and years and level of experience • Our overall succession planning and the importance of retaining each NEO and each NEO’s potential to assume greater responsibilities in the future • Peer group benchmarking data and compensation analyses We believe our executive compensation program is achieving the intended results. Our compensation programs continue to be competitive in the industry and have resulted in the attraction and retention of talented officers who contribute to the long-term success of the Group. Our compensation programs create a strong linkage between pay and performance through long-term equity and annual performance-based short-term at-risk compensation without encouraging imprudent risk taking by our officers.

  24. Short-Term Performance-Based Award Opportunity

    Short-Term Performance-Based Award Opportunity As strategic goals are long-term in nature, we maintain an annual performance-based short-term at-risk compensation program for officers designed to align annual performance and achievement with the long-term strategic goals of the Group. The performance- based short-term compensation is fully at risk with payout, dependent upon achievement of certain performance objectives over a one-year performance period. For additional description of the program, performance metrics, and the factors used by the Committee to establish the 2023 short-term at-risk performance metrics, see “Performance-Based Short-Term At-Risk Compensation” in this Proxy Statement.

  25. Performance and Time-Based Equity Compensation

    Performance and Time-Based Equity Compensation Our long-term equity compensation is designed to align executive compensation with the long-term interests of both stockholders and customers, to create incentives for officer recruiting and retention, to encourage long-term performance by our officers, and to promote stock ownership. We grant our officers long-term equity compensation consisting of performance-based restricted stock units (RSUs) and time-based restricted stock awards (RSAs). More than half of our long-term equity is in the form of RSUs subject to at-risk performance-based vesting criteria, vesting 0% to 200% based on performance of each metric. RSUs reward officers only if preset performance targets are met and vest subject to the level of achievement under a three-year performance period. Time-based RSAs vest over three years, vesting one-third at the end of the first year and the remaining shares vesting quarterly over the next 24 months. For additional description of the program, performance metrics, and the factors used by the Committee to establish the 2023 long-term at-risk performance metrics, see “2023 Long-Term Performance and Time-Based Equity Compensation” in this Proxy Statement. 3 EXECUTIVE COMPENSATION GOVERNANCE AND PROCESS

  26. Role of the Organization and Compensation Committee

    | WHAT WE DO We retain an independent compensation consultant who reports to the Organization and Compensation Committee. We pay for performance with compensation in the form of annual short-term at-risk performance- based compensation, as well as award more than half of long-term equity compensation in the form of at-risk restricted stock units (RSUs) subject to performance-based vesting criteria over a three- year period. We set minimum performance standards for incentive compensation. We cap individual payouts for short-term at-risk performance-based compensation and long-term at-risk equity compensation plans. We hold an annual “say-on-pay” advisory vote. We require stock ownership with minimum holding requirements for all directors and officers to promote a long-term perspective in managing the Group and to help align the interests of our stockholders, directors, and officers. We adopted an executive compensation recovery, or “clawback,” policy aligned with NYSE requirements and Rule 10D-1 under the Securities and Exchange Act of 1934 requiring the reimbursement of excess incentive-based compensation provided to the executives in the event of certain restatements of our financial statements. | WHAT WE DON’T DO No excessive perquisites; the Group provides officers with only limited perquisites consisting of a company vehicle with related excess liability insurance. No tax gross-ups on perquisites or other personal benefits. No employment agreements; other than participation in the Executive Severance Plan, none of our current officers are party to individual employment or severance agreements. No single-trigger change-in-control benefits; the Group’s Executive Severance Plan provides for change-in-control severance benefits upon a qualifying termination of employment following a change-in- control; the Group’s equity compensation plan does not require single-trigger vesting acceleration upon a change-in-control. No hedging and pledging of Group stock; the Group’s directors and officers are prohibited from hedging their ownership of Group stock, including trading in options, puts, calls, or other derivative instruments related to Group stock or debt, in accordance with the anti-hedging prohibition in our insider trading policy; directors and officers are also prohibited from pledging their ownership of Group stock in accordance with an anti-pledging provision in our insider trading policy. |

  27. Role of the Independent Executive Compensation Consultant and Total Compensation Factors

    Role of the Independent Executive Compensation Consultant and Total Compensation Factors Each year the Committee reviews, assesses, and recommends to the full Board all compensation for our officers after determining that the compensation for these individuals is competitive relative to companies of comparable size, complexity, location, and business nature (see below for additional discussion of this comparison).

  28. Role of the Independent Executive Compensation Consultant

    Role of the Independent Executive Compensation Consultant With respect to 2023 compensation decisions, the Committee engaged Meridian Compensation Partners (Meridian) as its independent executive compensation consultant. Under the terms of its engagement, Meridian reports directly to the Committee; the Committee has sole authority to retain, terminate, and approve the fees paid to Meridian; and Meridian may not be engaged to provide any other services to the Company without the approval of the Committee. Other than its engagement by the Committee, Meridian does not perform any other services for the Group. The Committee believes having an independent evaluation of compensation is a beneficial tool for the Committee, the Group, and stockholders. The Committee retained Meridian for several purposes, including: • Constructing and reviewing competitive compensation comparisons from readily available published survey and public filings data • Performing a competitive assessment of the compensation programs and best practices for directors and officers Reviewing our compensation plans, including base salary, short-term at-risk compensation, and long-term at-risk equity compensation, relative to the plans of our proxy peer group The Committee annually assesses Meridian in light of various factors, including performance and those factors required by SEC rules and NYSE Listed Company Rules regarding compensation consultant independence. The Committee has affirmatively concluded that Meridian is independent from California Water Service Group and has no conflicts of interest relating to its engagement by the Committee.

  29. Total Compensation Factors

    Total Compensation Factors The Committee reviewed a number of compensation recommendations, including those pertaining to the officers that were based on the competitive assessments provided by and through consultation with Meridian. The Committee’s recommendations to the Board were made, however, entirely by the Committee in its sole discretion. To determine competitive compensation practices for 2023, the Committee relied, in part, on published survey compensation data, as well as proxy data for individual peer companies, compiled by Meridian. The individual companies are referred to in this proxy statement as the “Peer Group.” In partnership with the independent consultant, a robust process has been established to appropriately assess the relevance of different companies in the context of making competitive compensation comparisons. As with prior years, an established process was used to assess the proxy peer group composition and to establish the fiscal 2023 peers using the following factors:

  30. Stockholder Engagement and Say-on-Pay

    | Recent Governance and Executive Compensation Changes | | | Governance • Formed the Enterprise Risk Management, Safety, and Security Committee • Environmental, social, and governance (ESG) items are now overseen by the Nominating/Corporate Governance Committee • Adopted four new policies: Environmental Sustainability; Diversity, Equality, and Inclusion; Political Engagement; and Human Rights • Intend to publish our 2023 ESG report in May 2024 with disclosure aligned with the Sustainability Accounting Standards Board (SASB) Water Utilities & Services Industry Standards and the recommendations of the Task Force on Climate-related Financial Disclosures as well as in reference to Global Reporting Initiative (GRI) standards • Included an ESG metric in the 2020, 2021, 2022, and 2023 long-term at-risk compensation program for the three-year performance periods 2020-2022, 2021- 2023, 2022-2024, and 2023-2025 | Compensation • Continued emphasis on allocating long-term equity compensation to performance-based equity awards • Modified the performance criteria used for long-term and short-term at-risk compensation programs • Revised the methodologies used to determine our Supplemental Executive Retirement Plan (SERP)’s actuarial assumptions and amended the plan, increasing the plan’s unreduced retirement age from 60 to 65 • Conducted an independent, third-party review of: • Our President and CEO’s compensation program • Our executive short-term and long-term at-risk compensation programs • Our proxy peer group • Updated our peer group to reflect industry changes |

  31. Pay-for-Performance

    Pay-for-Performance Our executive compensation program is designed to link officer compensation to our overall short-term and long-term performance (as measured by key operational and financial objectives incorporated in both short-term (ARP) and long-term (ARP-LT) performance- based compensation programs as outlined below. • We utilize a short-term performance-based compensation program consisting of an annual at-risk performance-based short-term cash award that supports our long-term growth objectives of the Group. • We grant to our officers long-term equity compensation of which more than half is in the form of restricted stock units (RSUs) subject to at-risk performance-based vesting criteria. The Group’s Chairman, President & CEO is awarded 64% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 36% awarded in the form of time-based restricted stock awards (RSAs). The Group’s senior vice presidents are awarded 65% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 35% awarded in the form of RSAs. The Group’s vice presidents are awarded 61% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 39% awarded in the form of RSAs. All other executives are awarded 61% of long-term equity compensation in the form RSUs, subject to performance-based vesting criteria, with the remaining 39% awarded in the form of RSAs. • We use a three-year performance period for the long-term performance-based RSUs with vesting based upon achievement of annual performance targets related to ESG, shareholder value, and earnings per share.

  32. Performance-Based Short-Term At-Risk Compensation

    Performance-Based Short-Term At-Risk Compensation As strategic goals are long-term in nature, we maintain an annual performance-based short-term at-risk compensation program for officers designed to align annual performance and achievement with the long-term strategic goals of the Group. The performance- based short-term compensation is fully at risk with payout dependent upon achievement of certain performance objectives over a one- year performance period.

  33. Performance-Based Short-Term At-Risk Compensation

    | The Committee considered a number of factors when establishing the 2023 short-term at-risk performance metrics, including: |

  34. Performance-Based Short-Term At-Risk Compensation

    | Our long-term strategic plan Historical performance The regulatory environments in which we operate | Feedback and analysis from our independent compensation consultant Stockholder feedback Management performance |

  35. Performance-Based Short-Term At-Risk Compensation

    The annual performance metrics are designed to reward performance, to foster and enhance cross-functional integration, and to support customer service, continuous improvement, and team accountability while focusing on key corporate goals and initiatives that align with our strategic priorities and long-term growth. Performance metrics focus on achieving annual financial, operational, and safety goals, all of which are tied to advancing the Company's values, key initiatives, and long-term sustainable growth for our stockholders. As in prior years, the annual short-term at-risk compensation program for 2023 included two financial metrics-Infrastructure Improvement and Utility Plant Investment and Budget to Actual Performance (EPS). Both of these metrics are key measures of overall Company financial performance and health and are drivers of sustained stockholder value. The annual performance-based short-term at-risk compensation program also includes three performance metrics tied to operations, customer service, and public health. For 2023, these performance metrics were Water Quality and Public Health, Customer Service and Support, and Emergency Preparedness and Safety. These metrics reflect the critical importance of and the Company’s long-standing focus and prioritization on public health and safety for our customers, employees, and communities and providing affordable and excellent service to our customers. As a provider of essential water and wastewater services to approximately 2 million people, we must provide safe, reliable, uninterrupted service to our customers. We also must comply with the policies and procedures established by the states we operate in as called for by the Safe Drinking Water Act. We must also comply with numerous regulations such as the California State Water Resources Control Board, Division of Drinking Water (DDW) standards, which also incorporates U.S. Environmental Protection Agency (EPA) drinking water standards. Similarly, our subsidiaries in Washington, Hawaii, and New Mexico are regulated by their respective state health regulators and the EPA. The operational performance metrics support our commitment to compliance with these policies, procedures, and regulations. Targets for each of the performance metrics were designed to be challenging but critical to how we operate as a public utility to serve our customers, communities, and stockholders. All metrics under the annual short-term at-risk compensation program are equally weighted. If the threshold performance level is reached for a performance metric, the total payout for that metric is 50% of the target payout opportunity. If the maximum performance level is reached for a performance metric, the total payout for that performance metric is capped at 200% of the target payout opportunity. If the threshold goal is not achieved for a performance metric, there is no payout for that performance metric. For 2023, there was no payout under the Budget to Actual (EPS) performance metric as threshold achievement was not met, primarily due to the delayed final decision from the CPUC on Cal Water’s then pending 2021 General Rate Case (2021 GRC) to set new revenue, rates, and regulatory mechanisms. The 2021 GRC was originally scheduled to be completed on December 31, 2022 with new rates effective on January 1, 2023. On January 24, 2024, the assigned CPUC Administrative Law Judges (ALIs) issued a Proposed Decision (PD) on the fully litigated 2021 GRC, and concurrently, the assigned CPUC Commissioner issued an Alternate Proposed Decision (APD) opposing and modifying certain decisions made by the ALIs. We were unable to determine which of the two proposed decisions would be adopted by the CPUC, or if a second alternate proposed decision would be issued. As a result of this uncertainty, we were unable to reasonably estimate and record the impact on 2023 operating revenue and therefore the Committee did not approve any payout of the budget to actual performance metric for 2023, which was weighted as 20% of the total plan.

  36. Performance-Based Short-Term At-Risk Compensation

    | For 2023, the Committee granted the opportunity for our officers to receive short-term at-risk (ARP) performance awards as follows: |

  37. Performance-Based Short-Term At-Risk Compensation

    | Chairman, President & CEO Target ARP Payout: 100% of base salary Actual ARP Payout Range: 0% to 200% of target, based on performance |

  38. Performance-Based Short-Term At-Risk Compensation

    | All Other Officers Target ARP Payout: 30% of base salary Actual ARP Payout Range: 0% to 200% of target, based on performance |

  39. Performance-Based Short-Term At-Risk Compensation

    Payment of the short-term at-risk performance awards is typically made in March, following the Group’s receipt of audited financial statements and the subsequent certification of the Group’s performance by the Committee. See below for additional information regarding the performance goals and resulting payouts under the annual short-term at-risk compensation program for 2023.

  40. 2023 Annual Short-Term At-Risk Performance Goals

    2023 Annual Short-Term At-Risk Performance Goals

  41. 2023 Annual Short-Term At-Risk Performance Goals

    | Water Quality and Public Health Weight: 20% | This metric evaluates performance based on the number of procedural violations and violations of primary and secondary drinking water standards. The CPUC has authority to set drinking water standards for Cal Water. It has adopted the California State Water Resources Control Board, Division of Drinking Water (DDW) standards, which also incorporate U.S. Environmental Protection Agency (EPA) drinking water standards. Similarly, the Group’s subsidiaries in Washington, Hawaii, and New Mexico are regulated by their respective state health regulators and the EPA. We have continued to include all state operations in the performance metric for primary water quality. The secondary and procedural water quality metrics measure activity in the California subsidiary only, but in the future, secondary and procedural water quality metrics could include other states’ compliance. • A primary drinking water standard violation is related to public health, either acute or long-term • A secondary drinking water standard violation is related to taste or aesthetics, such as excessive iron and manganese, which can generate customer complaints • A procedural drinking water violation is a missed sample or other non-compliance item that is not a violation of a primary or secondary drinking water standard We make it a priority to meet all water quality standards, every day, in every service area. For this reason, the target performance level was set for no primary drinking water standard violations, two or fewer secondary drinking water standard violations, and no more than four procedural drinking water violations. | | | | | | | Performance Level* | Primary Drinking Water Standards Violations (all states) | Secondary Drinking Water Standards Violations (California only) | Procedural Drinking Water Violations (California only) | Percent of Target Earned | | | Maximum | 0 | 0 | 0 | 200% | | | Target | 0 | 2 or fewer | Up to 4 | 100% | | | Threshold | 1 or fewer | 4 or fewer | Up to 8 | 50% | | | * An additional tier applies between the target and maximum level | | | | |

  42. 2023 Annual Short-Term At-Risk Performance Goals

    | Customer Service and Support Weight: 20% | The first metric measures against CPUC standards and three internal performance indicators for all California service areas, Hawaii, New Mexico, and Washington, including key measurements for telephone responsiveness, service responsiveness, billing accuracy and timeliness, and general levels of customer complaints. CPUC customer service standards are found in the CPUC’s General Order 103-A. The Customer Service metric is evaluated each quarter for 10 measurements in 20 California service areas, Hawaii, New Mexico, and Washington for an annual target of 863 – 848 and a maximum annual measurement of 920. The second performance metric is based upon the Company implementing PromisePay to allow for more flexible and convenient payment arrangements and achieving an overall 20% reduction in California customer accounts receivable 90 days and over by the end of 2023 compared to 2022 through all outreach and assistance efforts. | | | | | Performance Level* | Criteria | Percent of Target Earned | | | Maximum | 99.1% of maximum annual metric, plus PromisePay implementation and a 20% reduction in California customer accounts receivable 90 days and over from all customer outreach | 200% | | | Target | 92.1.% of maximum annual metric | 100% | | | Threshold | 90.0% of maximum annual metric | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  43. 2023 Annual Short-Term At-Risk Performance Goals

    | Infrastructure Improvement and Utility Plant Investment Weight: 20% | Historically, the annual Board-approved capital expenditures budget is the target for this metric. Investment in utility plant, property, and equipment is a driver of stockholder return and a key component of providing reliable, high-quality water service to customers. This metric is updated each year to reflect the annual approved capital program and budget for the Group and its subsidiaries and is tied to regulatory approvals. As the outcome of the California general rate case was still pending as of fiscal year end and there was not yet regulatory approvals for 2023, the 2023 target performance level was set at $290 million. | | | | | Performance Level* | 2023 (In Millions) | Percent of Target Earned | | | Maximum | $330 | 200% | | | Target | $290 | 100% | | | Threshold | $245 | 25% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  44. 2023 Annual Short-Term At-Risk Performance Goals

    | Budget to Actual Performance (EPS) Weight: 20% | This metric measures the annual budget-to-actual performance of the Company. Specifically, this measure compares the actual diluted earnings per share to the forecasted diluted earnings per share for the calendar year. The forecasted diluted earnings per share is adopted during the budget process by the Board of Directors each year at its January meeting. By adhering to budgets, management can demonstrate to the Board, stockholders and customers that the Company is effective at managing controllable costs and has the ability to efficiently execute its business plan. | | | | | Performance Level* | EPS Variance From Budget | Percent of Target Earned | | | Maximum | Over 10% | 200% | | | Target | −2.5% to 2.5% | 100% | | | Threshold | −7.6% to −10% | 25% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  45. 2023 Annual Short-Term At-Risk Performance Goals

    | Emergency Preparedness and Safety Weight: 20% | This metric is measured annually and is comprised of five safety program components. These five components include Community Emergency Operations Center (EOC) training; full attendance at Cal Water mandated safety, wildfire preparedness, and cyber training for all employees (minimum of five training topics annually); Total Case Incident Rate (TCIR), which represents the average number of work-related injuries incurred by 100 workers during a one-year period as measured against California companies; the number of preventable vehicle accidents; and the number of unannounced site safety audit and immediate onsite reviews. The five safety components are weighted as follows: • Community EOC Training measure — 20% • Training attendance rate measure — 10% • TCIR measure — 20% • Preventable vehicle accident measure — 25% • Unannounced site safety audit and immediate onsite review — 25% Focused on improving the management of these safety programs, our officers have set this metric to improve performance from current conditions towards industry averages, where applicable, and performance expectations. Community EOC Training | | | | | Performance Level* | Performance Target | Percent of Target Earned | | | Maximum | Conduct 17 community EOC trainings | 200% | | | Target | Conduct 12 community EOC trainings | 100% | | | Threshold | Conduct 10 community EOC trainings | 50% | | | * An additional tier applies between the target and maximum level. Training Attendance | | | | | Performance Level* | Performance Target | Percent of Target Earned | | | Maximum | 100% of applicable employees | 200% | | | Target | 85% of applicable employees | 100% | | | Threshold | 70% of applicable employees | 25% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  46. 2023 Annual Short-Term At-Risk Performance Goals

    | TCIR | | | | | Performance Level* | Performance Target | Numeric Equivalent | Percent of Target Earned | | Maximum | 25% improvement over target results | 2.55 | 200% | | Target | Maintain 2022 achieved TCIR, excluding OSHA reportable COVID-19 incidents | 3.40 | 100% | | Threshold | 85% of target results | 3.91 | 25% | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. Preventable Vehicle Accident | | | | | Performance Level* | Performance Target | Numeric Equivalent | Percent of Target Earned | | Maximum | 20% improvement over 3-year average (2020-2022) achieved results | 33 | 200% | | Target | Maintain 3-year average (2020-2022) achieved results | 41 | 100% | | Threshold | 85% of 3-year average (2020-2022) achieved results | 47 | 25% | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. Unannounced Site Safety Audit and Immediate Onsite Review | | | | | Performance Level* | Performance Target | | Percent of Target Earned | | Maximum | 505 Audits | | 200% | | Target | 365 Audits | | 100% | | Threshold | 260 Audits | | 25% | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | | |

  47. 2023 Short-Term Performance Goal Achievements

    2023 Short-Term Performance Goal Achievements

  48. 2023 Short-Term Performance Goal Achievements

    | Performance Metric | Minimum Threshold Performance | Target Performance | Maximum Performance | Achieved Results | | Water Quality and Public Health Weight: 20% | Up to one primary (all states), up to four secondary (California only), up to eight procedural violations (California only) | No primary (all states), up to two secondary (California only), up to four procedural violations (California only) | No primary (all states), no secondary (California only), no procedural violations (California only) | 200% — No primary, no secondary, no procedural violation | | Customer Service and Support Weight: 20% | 90.9% of the maximum annual metric | 93.9% of the maximum annual metric | 99.1% of the maximum annual metric, plus implementation of Promise Pay and a 20% reduction in California customer accounts receivable 90 days and over from all customer outreach and assistance efforts | 175% — Achieved 100% of the maximum annual metric, implementation of PromisePay achieved, 20% reduction in California customer accounts receivable 90 days and over was not achieved | | Infrastructure Improvement and Utility Plant Investment Weight: 20% | $245 million in company-funded capital expenditures | $290 million in company-funded capital expenditures | $330 million in company-funded capital expenditures | 200% — $366 million in company-funded expenditures | | Budget to Actual (EPS) Weight: 20% | Negative 10% EPS variance from budget | +/- 2.5% EPS variance from budget | Positive 10% EPS variance from budget | 0% — (53%) variance from budget | | Emergency Preparedness and Safety Weight: 20% | | | | 114% — Overall safety | | | • Conduct 10 community EOC trainings | • Conduct 12 community EOC trainings | • Conduct 17 community EOC trainings | • Conducted 19 community EOC trainings | | | • 70% of applicable employees trained | • 85% of applicable employees trained | • 100% of applicable employees trained | • 99% of applicable employees trained | | | • 85% of target results | • Maintain 2022 target TCIR numeric equivalent, metric excludes OSHA reportable COVID-19 incidents | • 25% improvement over target results | • No improvement over 2022 TCIR results | | | • 85% of target results | • Maintain 3-year average (2020-2022) achieved results | • 20% improvement over target result | • No improvement over three-year average result | | | • 260 unannounced site safety audits and immediate onsite review | • 365 unannounced site safety audits and immediate onsite review | • 505 unannounced site safety audits and immediate onsite review | • 434 unannounced site safety audits and immediate onsite review |

  49. 2023 Short-Term Performance Goal Achievements

    Consistent with the results summarized above, the Committee approved the total payout of 138%.

  50. 2023 Short-Term Performance Goal Achievements

    | Performance Metric | Weight | Achievement | Achieved Results | | Water Quality and Public Health | 20% | 200% | 40% | | Customer Service and Support | 20% | 175% | 35% | | Infrastructure Improvement and Utility Plant Investment(1) | 20% | 200% | 40% | | Budget to Actual Performance (EPS)(2) | 20% | 0% | 0% | | Emergency Preparedness and Safety | 20% | 114% | 23% | | Final 2023 Achievement | | | 138% |

  51. 2023 Short-Term Performance Goal Achievements

    Company-funded capital expenditures were $366.4 million. The Group’s 2023 achieved capital expenditures was $383.7 million as reported in item 7 of the Group’s Form 10-K for the year ended December 31, 2023 as filed with the SEC. Excluding developer-funded expenditures of $17.2 million and including a decrease in accounts payable accrual of $2.9 million for capital project spend, the Group spent $366.4 million on company-funded capital expenditures for the 2023 performance period. (2) Due to the continued delay by the California Public Utilities Commission on our 2021 General Rate Case which precluded us from recovering significant costs we incurred. The table below summarizes the total performance-based short-term at-risk compensation earned by our officers for the fiscal year ended December 31, 2023.

  52. 2023 Short-Term Performance Goal Achievements

    | Name | 2023 Short-Term At-Risk Compensation Earned ($)(1) | | Martin A. Kropelnicki | $1,449,00 | | David B. Healey | 113,505 | | Thomas F. Smegal | 90,494 | | Paul G. Townsley | 151,871 | | Michael B. Luu | 172,204 | | Ronald D. Webb | 138,483 | | Shawn C. Bunting | 138,000 |

  53. 2023 Short-Term Performance Goal Achievements

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

  54. 2023 Long-Term Performance and Time-Based Equity Compensation

    2023 Long-Term Performance and Time-Based Equity Compensation The purpose of our long-term equity compensation is to align executive compensation with the long-term interests of both stockholders and customers, to create incentives for officer recruiting and retention, to encourage long-term performance by our officers, and to promote stock ownership. Risk is taken into account in determining the aggregate amount of at-risk compensation and performance criteria, including assessment of risk management and risk mitigation. As with target short-term at-risk compensation, the Committee reviewed the competitive range of long-term equity compensation and total direct compensation for similar positions within the competitive market in making decisions regarding long-term equity compensation awards for 2023. The Committee also believes that, in the interest of strengthening and rewarding teamwork and collaboration within the officer team, the annual equity awards granted to each of our officers should be based on the same objectives and methodology. Based on the methodology described above the Committee set the total target value for the long-term at-risk (ARP-LT) equity compensation awards for 2023 and 2022 as follows:

  55. 2023 Long-Term Performance and Time-Based Equity Compensation

    | 2023 Total Target Value for Long-Term At-Risk Equity Compensation Awards President & CEO — Target ARP-LT Total Value: $1,300,000 ($832,000 RSUs and $468,000 RSAs) Group’s Senior Vice Presidents — Target ARP-LT Total Value: $215,000 ($140,000 RSUs and $75,000 RSAs) Group’s Vice Presidents — Target ARP-LT Total Value: $190,000 ($115,000 RSUs and $75,000 RSAs) All Other Officers — Target ARP-LT Total Value: $115,000 ($70,000 RSUs and $45,000 RSAs) | | 2022 Total Target Value for Long-Term At-Risk Equity Compensation Awards President & CEO — Target ARP-LT Total Value: $1,030,000 ($652,000 RSUs and $368,000 RSAs) Group’s Senior Vice Presidents — Not Applicable Group’s Vice Presidents — Target ARP-LT Total Value: $170,000 ($95,000 RSUs and $75,000 RSAs) All Other Officers — Target ARP-LT Total Value: $100,000 ($55,000 RSUs and $45,000 RSAs) |

  56. 2023 Long-Term Performance and Time-Based Equity Compensation

    For the performance metrics applicable to the 2023 performance-based RSU award, the Committee will certify the level of achievement at the end of the three-year performance period. The number of shares awarded at the end of the three-year performance period is based on the extent the performance criteria is met over such time and subject to the officer’s continued employment through such date. The 2023 performance-based RSUs are subject to the following performance measures, goals, and related payout levels for the three-year period ending on December 31, 2025.

  57. 2023 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2023 — 2025)

    2023 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2023 — 2025)

  58. 2023 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2023 — 2025)

    | Return on Equity Weight: 40% | This metric measures return on equity (ROE) as shown in the public financial statements of California Water Service Group. It is defined as net income divided by average common stockholders’ equity for the three- year performance period. The final three-year achievement will be certified at the end of the three-year performance period. Stockholders expect the Company to earn its authorized return on equity for its regulated business. For this reason, the metric uses the authorized ROE as the target for 100% performance achievement. The rationale for tiers above and below the authorized ROE is to account for regulatory mechanisms and lag. | | | | | Performance Level* | Annual Return on Common Stockholders’ Equity | Percent of Target Earned | | | Maximum | Target plus 50 basis points | 200% | | | Target | California authorized ROE | 100% | | | Threshold | Target minus 200 basis points | 20% | | | * An additional tier applies between the target and maximum level. | | |

  59. 2023 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2023 — 2025)

    | Growth in Stockholders’ Equity Weight: 40% | This metric measures growth in stockholders’ equity by the accumulation of two factors over the performance period growth in total stockholders’ equity and actual dividends paid in the calendar year. These growth values can be objectively validated using the Company’s audited annual financial statements. The metric, in a stock-price neutral way, measures the growth in stockholders’ equity created by the Company over the performance period. Investors in water utilities are interested in value creation along with dividend growth. | | | | | Performance Level* | Accumulation of Stockholder Value Over the Performance Period | Percent of Target Earned | | | Maximum | $750 million | 200% | | | Target | $650 million | 100% | | | Threshold | $575 million | 25% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  60. 2023 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2023 — 2025)

    | Environmental, Social, and Governance - Environmental Leadership Weight: 20% | In 2020, we completed a materiality assessment to identify the ESG topics most material to our business. We followed in 2021 with our first framework-aligned ESG Report, four new ESG-related policies (Political Involvement, Human Rights, Diversity, Equality & Inclusion, and Environmental Sustainability), an ESG governance framework, a climate change strategy, and a robust ESG goal-setting process. We have integrated ESG into our strategic framework and planning process, which will ensure continued progress on material ESG topics. This ESG performance metric rewards completion of three cross-functional projects: 1. Set an emissions reduction target for Scope 1 and 2 emissions by end of 2025. 2. Implement a multi-year strategy to improved energy efficiency in California office facilities, including: a. By end of 2024, set an enterprise-wide energy efficiency standard for office buildings. b. By end of 2025, replace office facility lighting with available LED lighting at district office facilities identified in our 2023 energy audit as suitable based upon cost and energy savings. 3. By end of 2023, identify opportunities for all employees to participate in a community service or volunteer project. By end of 2025, achieve an employee participation rate of 50% and a work site participation rate of 90%. | | | | | Performance Level | Performance Target | Percent of Target Earned | | | Maximum | Achieve three goals | 200% | | | Target | Achieve two goals | 100% | | | Threshold | Achieve one or fewer goals | 0% |

  61. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023) In 2021, we granted performance-based equity in the form of RSUs to our officers for the three-year performance period ending on December 31, 2023. The component weighting is 40% for each of the two financial measures and 20% for the environmental leadership metric. The payouts are summarized below:

  62. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    | Performance Metric | Annual Threshold Performance | Annual Target Performance | Annual Maximum Performance | Achieved Results | | Return on Equity Weight: 40% | 7.20% in 2021 and 2022, 8.27% in 2023 | CPUC authorized ROE: 9.20% in 2021 and 2022, 10.27% in 2023 | 9.70% in 2021 and 2022, 10.77% in 2023 | 80% — GAAP ROE — 9.71% in 2021, 7.70% in 2022, 3.73% in 2023 | | Growth in Stockholders’ Equity Weight: 40% | $345 million | $420 million | $520 million | 200% — $677 million | | Affordability and Rate Design Weight: 20% | Implementation of rate design which increases the total percent of company-wide annual revenue requirement collected through a customer’s fixed monthly service charge | Implementation of rate design which increases the total percent of company-wide annual revenue requirement collected through a customer’s fixed monthly service charge, and reduces the typical Customer Assistance Program (“CAP”) customer bill in 5 service areas as compared to the rate design approved in the 2018 rate case | Implementation of rate design which increases the total percent of company-wide annual revenue requirement collected through a customer’s fixed monthly service charge, and reduces the typical Customer Assistance Program (“CAP”) customer bill in 15 service areas as compared to the rate design approved in the 2018 rate case. | 200% — Implemented rate design which increases the total percent of company-wide annual revenue requirement collected through a customer’s fixed monthly service charge, and reduces the typical Customer Assistance Program (“CAP”) customer bill in 15 service areas as compared to the rate design approved in the 2018 rate case. |

  63. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    Consistent with the results summarized above, the Committee approved the total payout of 152%.

  64. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    | Performance Metric | Weight | Achievement | Achieved Results | | Return on Equity | 40% | 80% | 32% | | Growth in Stockholders’ Equity | 40% | 200% | 80% | | Affordability and Rate Design | 20% | 200% | 40% | | Final Achievement | | | 152% |

  65. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    The table below summarizes the total performance-based equity compensation earned by our officers for the three-year performance period ended December 31, 2023.

  66. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    | Name | 2023 Performance Stock Earned ($)(1) | | Martin A. Kropelnicki | 667,288 | | David B. Healey | 88,556 | | Thomas F. Smegal | 102,807 | | Paul G. Townsley | 102,807 | | Michael B. Luu | 102,807 | | Ronald D. Webb | 102,807 | | Shawn C. Bunting(2) | — |

  67. 2021 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2021 — 2023)

    The shares for the 2021 performance stock award, which is comprised of the years 2021, 2022, and 2023, were earned and vested following the end of the three- year performance period on March 2, 2024. (2) Mr. Bunting was not an employee in 2021 and therefore did not participate in this performance award cycle. 5 OTHER COMPENSATION PROGRAMS

  68. CEO Pay Overview

    CEO Pay Overview Martin A. Kropelnicki, our Chairman, President & CEO since September 1, 2013, made significant contributions managing our 2023 performance. Based on our annual performance objectives for 2023, the Committee granted Mr. Kropelnicki an equity award of $1,300,000 for 2023, consisting of $468,000 in the form of time-based RSAs vesting over three years, and $832,000 in the form of performance-based RSUs with a three-year performance period. Mr. Kropelnicki also has the opportunity to earn up to 200% of the target performance-based RSU award based on achievement with respect to Committee approved objectives. With a 2023 base salary of $1,050,000 and $1,449,000 annual performance-based short-term at-risk compensation (representing a payout of 138% of target which includes no payout for the Budget to Actual (EPS) metric given the continued delay in the 2021 General Rate Case), Mr. Kropelnicki’s total direct compensation was $3,724,671 (comprised of salary, earned annual performance-based short-term at-risk compensation bonus, grant date fair value of long-term performance-based restricted stock units, and grant date fair value of time-based restricted stock awards). Mr. Kropelnicki is a participant in the tax-qualified defined benefit plan that covers all permanent employees as well as the non-qualified supplemental retirement benefit plan provided to our officers under the SERP. The amounts reported in the 2023 Summary Compensation Table later in this Proxy Statement is the change in the actuarial estimate of his future potential pension benefits. The change in pension value represents the present value of future retirement benefits and does not represent any cash payment to or from Mr. Kropelnicki or a change in the formula which determines his retirement benefit. Changes in pension value historically have been impacted significantly by external factors unrelated to Mr. Kropelnicki’s compensation, such as discount rate, age at retirement, changes in mortality tables, and vesting status. The discount rate, used to value the pension benefits used for financial statement reporting purposes, is itself driven in large part by the overall interest rate environment and can cause substantial volatility in the change in pension value. For example, over the last 10 years, Mr. Kropelnicki’s change in pension value has ranged from less than $100,000 (in 2013) to more than $10 million (in 2019) to $0 (in 2020 and 2022). No pension benefit will be paid to Mr. Kropelnicki until after his retirement from the Group. The net present value of the pension benefit ultimately received by Mr. Kropelnicki will change based on a number of factors, including changes in interest rates, changes in mortality tables, Mr. Kropelnicki’s current age, years of service, and age at retirement.

  69. Tax and Section 162(m) Implications

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1)(2) (e) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) (h) | All Other Compensation ($)(5) (i) | Total ($) (j) | Total Excluding Change in Pension Value and Non-Qualified Deferred Compensation Earnings(6) | | Martin A. Kropelnicki Chairman, President & Chief Executive Officer | 2023 | 1,050,005 | 1,225,666 | 1,449,000 | 1,062,525 | 69,556 | 4,856,752 | 3,794,227 | | | 2022 | 1,047,120 | 980,523 | 1,281,000 | 0 | 42,886 | 3,351,529 | 3,351,529 | | | 2021 | 901,872 | 988,682 | 1,206,000 | $575,989 | 45,544 | 3,718,087 | 3,142,098 | | David B. Healey(7) Former Vice President, Chief Financial Officer | 2023 | 289,564 | 0 | 113,505 | 382,362 | 28,451 | 813,882 | 431,520 | | Thomas F. Smegal(8) Former Vice President, Chief Financial Officer | 2023 | 426,344 | 179,136 | 90,494 | 76,684 | 41,935 | 814,594 | 737,910 | | | 2022 | 502,937 | 163,449 | 184,611 | 0 | 45,347 | 896,343 | 896,343 | | | 2021 | 429,032 | 198,497 | 172,136 | 348,593 | 42,276 | 1,190,534 | 841,941 | | Paul G. Townsley(9) President, TWSC, Inc. | 2023 | 367,266 | 179,136 | 151,871 | 707,116 | 145,348 | 1,550,737 | 843,621 | | | 2022 | 448,616 | 163,449 | 164,700 | 0 | 135,503 | 912,267 | 912,267 | | | 2021 | 378,245 | 192,777 | 151,795 | 745,224 | 40,350 | 1,508,391 | 763,167 | | Michael B. Luu(10) Senior Vice President, Corporate Services & Chief Risk Officer | 2023 | 415,021 | 204,053 | 172,204 | 210,501 | 49,680 | 1,051,459 | 840,958 | | | 2022 | 377,234 | 163,449 | 138,495 | 0 | 48,026 | 727,203 | 727,203 | | Ronald D. Webb(11) Vice President, Chief Human Resource Officer | 2023 | 334,198 | 179,136 | 138,483 | 290,021 | 34,539 | 976,376 | 686,356 | | Shawn C. Bunting(12) Senior Vice President, General Counsel & Business Development | 2023 | 329,235 | 149,354 | 138,000 | 102,395 | 97,260 | 816,244 | 713,848 |

  70. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The information below describes certain compensation that would have become payable pursuant to existing plans and contractual arrangements assuming a termination of employment or a change-in-control and termination of employment had occurred on December 31, 2023, given the officer’s compensation and service levels as of such date. It is important to note that the amounts of compensation set forth in the table below are based on assumptions set forth above and do not predict the actual compensation that our NEOs would receive. Actual compensation received would be a function of a number of factors that are unknowable at this time, including: the date of the officer’s termination of employment; the officer’s base salary at the time of termination; and, because many elements of the compensation are performance-based pursuant to the Company’s compensation philosophy described in “Performance Goals and Performance” above, the future performance of the Company. Moreover, the restricted stock unit and restricted stock award valuation amounts in case of a change in control and termination of employment assume that these awards immediately accelerate, which is not the case in the absence of a change in control. Rather, RSUs and RSAs continue to vest over time and RSUs are subject to the same performance metrics that apply as if there had been no termination. In addition to the benefits described below, upon any termination of employment, each of the officers would also be entitled to the benefits as described in the table of Pension Benefits for Fiscal Year 2023 and the amount shown in the column labeled “Aggregate Balance at Last FY” of the table of Non-qualified Deferred Compensation for Fiscal Year 2023 above.

  71. Potential Payments Upon Termination or Change-in-Control

    | Martin A. Kropelnicki | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | 161,538 | 161,538 | 3,311,538 | | | ARP(2) | 1,050,000 | 1,050,000 | 1,050,000 | | Long-Term Equity Compensation | RSUs(3) | — | 837,747 | 1,810,004 | | | RSAs(4) | — | — | 576,068 | | Benefits | Accrued Vacation | — | — | — | | Total | | 1,211,538 | 2,049,285 | 6,747,610 |

  72. Potential Payments Upon Termination or Change-in-Control

    (1) This amount represents severance and termination wage benefits as described above in the section “Executive Severance Plan” in the Proxy Statement. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  73. Potential Payments Upon Termination or Change-in-Control

    | David B. Healey | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | — | — | 1,410,000 | | | ARP(2) | 82,250 | 82,250 | 82,250 | | Long-Term Incentives | RSUs(3) | — | 94,352 | 94,352 | | | RSAs(4) | — | — | 33,301 | | Benefits | Accrued Vacation | — | — | — | | Total | | 82,250 | 176,602 | 1,619,902 |

  74. Potential Payments Upon Termination or Change-in-Control

    Mr. Healey received his cash severance and termination wages as described above under “Executive Severance Plan” in this Proxy Statement at the time of his retirement on December 31, 2022. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. (4) This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  75. Potential Payments Upon Termination or Change-in-Control

    | Thomas F. Smegal III | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | — | — | — | | | ARP(2) | 65,575 | 65,575 | 65,575 | | Long-Term Incentives | RSUs(3) | — | 125,618 | 262,410 | | | RSAs(4) | — | — | 99,435 | | Benefits | Accrued Vacation | 16,222 | 16,222 | 16,222 | | Total | | 81,797 | 207,415 | 443,642 |

  76. Potential Payments Upon Termination or Change-in-Control

    (1) Mr. Smegal was ineligible for severance and termination wage benefits as described above in the section “Executive Severance Plan” as of December 31, 2023. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  77. Potential Payments Upon Termination or Change-in-Control

    | Paul G. Townsley | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | — | — | — | | | ST-ARP(2) | 110,051 | 110,051 | 110,051 | | Long-Term Incentives | RSUs(3) | — | 125,618 | 262,410 | | | RSAs(4) | — | — | 99,435 | | Benefits | Accrued Vacation | — | — | — | | Total | | 110,051 | 235,669 | 471,896 |

  78. Potential Payments Upon Termination or Change-in-Control

    Mr. Townsley was ineligible for severance and termination wage benefits as described above in the section “Executive Severance Plan” as of December 31, 2023. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. (4) This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  79. Potential Payments Upon Termination or Change-in-Control

    | Michael B. Luu | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | 66,031 | 66,031 | 1,353,631 | | | ST-ARP(2) | 124,785 | 124,785 | 124,785 | | Long-Term Incentives | RSUs(3) | — | 128,176 | 285,441 | | | RSAs(4) | — | — | 99,435 | | Benefits | Accrued Vacation | 87,491 | 87,491 | 87,491 | | Total | | 278,307 | 406,483 | 1,950,783 |

  80. Potential Payments Upon Termination or Change-in-Control

    (1) This amount represents severance and termination wage benefits as described above in the section “Executive Severance Plan” in the Proxy Statement. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  81. Potential Payments Upon Termination or Change-in-Control

    | Ronald D. Webb | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | 51,462 | 51,462 | 1,054,962 | | | ST-ARP(2) | 100,350 | 100,350 | 100,350 | | Long-Term Incentives | RSUs(3) | — | 125,618 | 262,410 | | | RSAs(4) | — | — | 99,435 | | Benefits | Accrued Vacation | — | — | — | | Total | | 151,812 | 277,430 | 1,517,157 |

  82. Potential Payments Upon Termination or Change-in-Control

    This amount represents severance and termination wage benefits as described above in the section “Executive Severance Plan” in the Proxy Statement. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. (4) This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  83. Potential Payments Upon Termination or Change-in-Control

    | Shawn C. Bunting | Compensation and Benefits | Termination of Employment without a Change-in-Control Severance Amount ($) | Retirement Severance ($) | Change-in- Control and Termination of Employment Severance Amount ($) | | Cash Compensation | Cash Severance(1) | 46,154 | 46,154 | 1,246,154 | | | ST-ARP(2) | 100,000 | 100,000 | 100,000 | | Long-Term Incentives | RSUs(3) | — | 9,394 | 55,138 | | | RSAs(4) | — | — | 84,548 | | Benefits | Accrued Vacation | — | — | — | | Total | | 146,154 | 155,548 | 1,485,840 |

  84. Potential Payments Upon Termination or Change-in-Control

    (1) This amount represents severance and termination wage benefits as described above in the section “Executive Severance Plan” in the Proxy Statement. (2) This amount assumes short-term at-risk compensation is paid at target achievement. (3) This amount assumes RSUs vest at target achievement and are valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87. (4) This amount represents RSAs valued at market value, the closing price for the Group’s common stock on the New York Stock Exchange as of December 29, 2023, which was $51.87.

  85. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate. In calculating this ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, and the methodology as described. For these purposes, we identified the median compensated employee by first including full-time, part-time, seasonal, and temporary employees, excluding the Chairman, President & CEO, for a total of 1,259 employees in the median compensation pool. We used actual salary and compensation paid in 2023, as reflected in our payroll records, excluding equity awards and bonus payments as these are not broadly distributed, to determine the median employee. We then calculated the median employee’s total compensation in accordance with SEC rules to determine the pay ratio. We did not annualize the compensation for any employee who did not work for the entire year. We identified our new median employee from our employee population as of December 31, 2023 based on our payroll records. The 2023 annual total compensation of the median compensated of all our employees who were employed on December 31, 2023, other than our Chairman, President & CEO, was $182,866 inclusive of $65,025 of estimated non-cash present value pension changes. Mr. Kropelnicki’s 2023 annual total compensation was $4,856,752 inclusive of $1,062,525 of estimated change in present value of pension benefits. The ratio of these amounts was 1-to-27.

  86. 2023 CEO Pay Ratio

    | Measurement | Under SEC Rules | Excluding Change in Present Value of Pension Benefits | | CEO Compensation | $4,856,752 | $3,794,227 | | Median Employee Compensation | $182,866 | $117,841 | | Ratio | 1:27 | 1:32 |

  87. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Chairman, President & CEO and the average of the compensation actually paid to our other NEOs and certain financial performance of the Company. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year. Providing compensation that attracts, retains, and motivates talented officers is our committed goal. Our compensation programs reward excellent job performance, identify exceptional leadership, and represent fair, reasonable, and competitive total compensation that aligns officers’ interests with the long-term interests of our stockholders and customers. Our executive compensation program is designed to link officer compensation to our overall short-term and long-term performance as measured by key operational and financial objectives incorporated in both long-term and short-term performance-based compensation programs. Please refer to the Compensation Discussion and Analysis section of this proxy statement for details regarding how the Organization & Compensation Committee links the compensation paid to our named executive officers to our corporate performance.

  88. Pay Versus Performance

    | Year(1) | Summary Comp. Table for CEO | Comp. Actually Paid to CEO(2) | Average Summary Comp. Table Total for Non-CEO NEOs | Average Comp. Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Budget to Actual Performance (EPS)(4) | | | | | | | TSR | Peer Group TSR(3) | | | | 2023 | $4,856,752 | $3,689,961 | $1,003,883 | $704,548 | $107.84 | $105.53 | $51.9 | (52.1)% | | 2022 | $3,351,529 | $3,111,318 | $820,950 | $829,540 | $123.71 | $123.42 | $96.0 | (1.7)% | | 2021 | $3,718,087 | $4,495,501 | $1,204,755 | $1,050,610 | $144.06 | $144.46 | $101.1 | 6.5% | | 2020 | $3,776,856 | $4,268,399 | $901,550 | $983,279 | $106.68 | $115.75 | $96.8 | 21% |

  89. Pay Versus Performance

    (1) The CEO for all four reporting years was Martin Kropelnicki. The other NEOs in 2023 were Thomas Smegal III, David Healey, Paul Townsley, Shawn Bunting, Ronald Webb, and Michael Luu. The other NEOs in 2022 were Thomas Smegal III, Paul Townsley, Robert Kuta and Michael Luu. The other NEOs in the 2021 and 2020 reporting year were Thomas Smegal III, Paul Townsley, Robert Kuta and Lynne McGhee. (2) Amounts reported in this column are based on total compensation reported for our CEOs and the average of the total compensation of our other NEOs in the Summary Compensation Table for the indicated reporting year and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. Amounts reported in this column represent returns on an initial $100 investment based on the Robert W. Baird Water Utility Index, which we chose as peer group for purposes of the PvP table. In accordance with SEC rules, the Group is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our CEO and other named executive officers to Company performance for the most recently completed fiscal year. The Group determined that the annual budget-to-actual performance of the Company meets this requirement. This performance measure compares the actual diluted earnings per share to the forecasted diluted earnings per share for the calendar year. The forecasted diluted earnings per share is adopted during the budget process by the Board of Directors each year at its January meeting. By adhering to budgets, management is able to demonstrate to the Board, stockholders and customers that the Company is effective at managing controllable costs and has the ability to efficiently execute its business plan.

  90. Chairman, President & CEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation

    Chairman, President & CEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation

  91. Chairman, President & CEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation

    | | 2023 | | Summary Compensation Table Reported Compensation | $4,856,752 | | Deduction for pension values reported in SCT for the covered year | $(1,062,525) | | Increase for pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $63,639 | | Deduction for grant date fair value of equity awards reported in “Stock Awards” column of the SCT for the covered year | $(1,225,666) | | Increase for the fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $1,244,147 | | Increase/(Deduction) for the change in fair value as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $(99,624) | | Increase/(Deduction) for the change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $(99,553) | | Increase for the dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise reflected in the fair value of such award | $12,790 | | Total Compensation Actually Paid | $3,689,961 |

  92. Compensation Actually Paid versus Total Shareholder Return (TSR), Net Income, and Budget to Actual Performance

    Compensation Actually Paid versus Total Shareholder Return (TSR), Net Income, and Budget to Actual Performance The following graphs describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return, net income and budget to actual performance (EPS) for the indicated years. In addition, the first graph below compares the Company’s cumulative TSR and our peer group cumulative TSR.