DEF 14A of California Water Service Group, Apr 16, 2025

DEF 14A of California Water Service Group

Filed Apr 16, 2025 · FY20240001104659-25-035518

Open on EDGAR

  1. Notice of Annual Meeting of Stockholders

    | Non-Qualified Deferred Compensation for Fiscal Year Ended 2024 | 82 | | Potential Payments Upon Termination or Change-in-Control | 84 | | 2024 CEO Pay Ratio | 88 | | Pay Versus Performance | 89 | | REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION | 94 | | ORGANIZATION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 95 | | PROCEDURES FOR APPROVAL OF RELATED PERSON TRANSACTIONS | 96 | | PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 97 | | REPORT OF THE AUDIT COMMITTEE | 98 | | RELATIONSHIP WITH THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 99 | | PROPOSAL NO. 3 — RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 100 | | OTHER MATTERS | 101 | | FREQUENTLY ASKED QUESTIONS | 104 |

  2. Director Nominees

    Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee, our Board has nominated for election at the 2025 Annual Meeting of Stockholders a slate of eleven director nominees. All of the nominees were most recently elected by stockholders at the 2024 Annual Meeting. All directors are elected annually to serve until the next Annual Meeting and until their respective successors are elected.

  3. Director Nominees

    | Gregory E. Aliff Former Vice Chairman & Senior Partner of U.S. Energy & Resources, Deloitte LLP Independent Age: 71 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 | Skills and Experience Relevant to Group As a former auditor and senior leader of one of the largest public accounting firms in the world, 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. Career Highlights • Vice Chairman and Senior Partner, US Energy and Resources, Deloitte LLP (2002 to 2013) • Vice Chairman and Senior Partner, US Sustainability Services (focused on industrial and commercial water and energy management), Deloitte LLP (2012 to 2015) Other Positions • Former board member, several non-profit organizations Education 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. | | | Skills Senior Leadership Public Company Board Human Capital Management Cybersecurity Financial/Capital Allocation Industry Sustainability, Governmental, Public Policy Experience | |

  4. Director Nominees

    | Shelly M. Esque Former Vice President and Global Director of Corporate Affairs, Intel Corporation Independent Age: 64 Director Since 2018 | Committees: • Nominating/Corporate Governance • Enterprise Risk Management, Safety, and Security | Skills and Experience Relevant to Group 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. Career Highlights • Vice President and Global Director of Corporate Affairs (focused on corporate social responsibility, community, education, foundation, and government relations worldwide), Intel Corporation (until her retirement in 2016) • Former President and Chair, Intel Foundation • 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 • Recognized by AZ Business Magazine as one of the 50 Most Influential Women in Arizona Other Positions • Board member, Basis Charter Schools • Board member, Boyce Thompson Arboretum | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience | |

  5. Director Nominees

    | Jeffrey Kightlinger Principal and Owner, Acequia Consulting Independent Age: 65 Director Since 2023 | Committees: • Audit • Enterprise Risk Management, Safety, and Security | Skills and Experience Relevant to Group Mr. Kightlinger brings to the Board a 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 brings valuable perspective to the Board. Career Highlights • Principal and Owner, Acequia Consulting, LLC, a provider of strategic advice on Colorado River issues, natural resources, water and energy issues (2022 to present) • Interim General Manager, City of Pasadena’s Water and Power Department (2021 to 2022) • Chief Executive Officer, Metropolitan Water District of Southern California, the largest municipal water supplier in the United States (2006 to 2021) • General Counsel, Metropolitan Water District of Southern California (2002 to 2006) • Deputy General Counsel and Assistant General Counsel, Metropolitan Water District of Southern California (1995 to 2002) Other Positions • Board member, Coro Foundation • Board member, USC Price School of Public Policy • Member, UCLA Sustainability Advisory Board • Board member, Climate Action Reserve • Board member, California Foundation on the Environment and the Economy • Board member, Los Angeles Economic Development Council • Board member, Los Angeles Area Chamber of Commerce Education Mr. Kightlinger earned his undergraduate degree from the University of California at Berkeley and a law degree from Santa Clara University. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  6. Director Nominees

    | Martin A. Kropelnicki Chairman, President & CEO, California Water Service Group Age: 58 Director Since 2013 | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | Skills and Experience Relevant to Group 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 on our strategic planning, rate making, and budgeting, along with operational and financial reporting. He has over 34 years of experience in finance and operations, including 15-plus years as CFO at publicly listed companies. Career Highlights • Chairman, President & CEO, California Water Service Group (2023 to present) • President and CEO, California Water Service Group (2013 to 2023) • President and COO, California Water Service Group (2012 to 2013) • Vice President, Chief Financial Officer and Treasurer, California Water Service Group (2006 to 2012) • Awarded United States Navy Memorial’s Naval Heritage Award (2016) Other Positions • Chair, National Association of Water Companies (NAWC) • Member, NAWC Board of Directors and Executive Committee • • Director and Executive Committee Member, Bay Area Council • Member, California Foundation on the Environment & Economy • Member, Silicon Valley Leadership Group Education Mr. Kropelnicki holds a Bachelor of Arts and Master of Arts in economics from San Jose State University. |

  7. Director Nominees

    | Thomas M. Krummel, M.D. Emile Holman and Chair Emeritus, Department of Surgery, Stanford University School of Medicine Independent Age: 73 Director Since 2010 | Board Committees: • Chair, Organization and Compensation • Nominating/Corporate Governance Public Board Directorships: Previous: • Procept BioRobotics Corporation | Skills and Experience Relevant to Group 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. Career Highlights • Emile Holman Professor and Chair Emeritus of the Department of Surgery, Stanford University School of Medicine • Former Co-Director, Stanford Biodesign program • 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 Other Positions • Chair of the board, Fogarty Innovation • Venture partner, Santé Ventures | | | 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. Professor of Global Health and Infectious Diseases, Departments of Pediatrics and Epidemiology and Population Health, Stanford University Independent Age: 69 Director Since 2021 | Board Committees: • Nominating/Corporate Governance • Enterprise Risk Management, Safety, and Security | Skills and Experience Relevant to Group 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. Career Highlights • Pediatric Infectious Diseases Epidemiologist, Stanford University School of Medicine • Medical Director, Infection Prevention and Control, Stanford • Attending Physician, Packard Children’s Hospital at Stanford • 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, Stanford Other Positions • Chair, American Academy of Pediatrics Committee on Infectious Diseases • Board member, Lucile Packard Foundation for Children’s Health • Member, various medical associations and committees | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Health and Human Services | |

  9. Director Nominees

    | Scott L. Morris Chairman, Avista Corporation Independent Age: 67 Director Since 2019 | Lead Independent Director Committees: • Chair, Nominating/ Corporate Governance • Organization and Compensation Public Board Directorships: Current: • Avista Corporation • Iron Horse Acquisitions | Skills and Experience Relevant to Group 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. Career Highlights • Chairman, Avista Corporation, a publicly traded electrical and natural gas utility serving customers primarily in the Pacific Northwest (2008 to present) • CEO, Avista Corporation (2008 to 2019) • President, Avista Corporation (2008 to 2018) • President and Chief Operating Officer, Avista Corporation (2006 to 2007) • Various positions, including management positions in construction and customer service and management of the company’s Oregon utility business, Avista Corporation (1981 to 2006) Other Positions • Board member, McKinstry Co., LLC • Board member, Iron Horse Capital • Trustee Emeritus, Gonzaga University • Board member, Idaho Chapter of the Nature Conservancy • Former member, various Spokane non-profit and economic development boards Education Mr. Morris is a graduate of Gonzaga University where he received his master’s degree in organizational leadership. He also attended the Stanford Business School Financial Management Program and the Kidder Peabody School of Financial 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 Former Executive Vice President, External Affairs, American Electric Power Company, Inc. Independent Age: 65 Director Since 2023 | Committees: • Audit • Finance and Capital Investment Public Board Directorships: Current: • Ameresco, Inc. • Centuri Previous: • Sterling Infrastructure, Inc. | Skills and Experience Relevant to Group Mr. Patton’s extensive knowledge and senior leadership experience in the utility industry brings valuable resources to the Board. Career Highlights • Executive Vice President, External Affairs, American Electric Power Company, Inc. (AEP), an electric utility organization that serves customers across 11 states (focused on customer service, regulatory affairs, communications, federal public policy, sustainability, and compliance with North American Reliability Corporation requirements) (2017 to 2022) • Former President and COO, AEP Texas and Appalachian Power, subsidiaries of AEP • Former Company Liaison, United States Energy Association Other Positions • Former Chairman of the Board, Association of Electric Companies of Texas • Former Chairman of the Board, Texas Taxpayers and Research Association • Former board member, Federal Reserve Bank of Richmond • Former board member, Corpus Christi Regional Economic Development Corporation Education Mr. Patton 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. | | | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Experience Industry Financial/Capital Allocation | |

  11. Director Nominees

    | Carol M. Pottenger Principal and Owner, CMP Global and Vice Admiral, U.S. Navy (Ret.) Independent Age: 70 | Committees: • Enterprise Risk Management, Safety, and Security • Finance and Capital Investment • Nominating/Corporate Governance | Skills and Experience Relevant to Group Ms. Pottenger brings unique experience to the Board, ranging from operations to technology to risk management. Career Highlights • Principal and Owner, CMP Global, LLC, a provider of consulting services in business development, process improvement, corporate governance, strategic planning, and cyber and information systems (2014 to present) • Various positions, including three-star Admiral and U.S. Flag Officer (responsible for military transformation and sensitive military topics such as counterterrorism and cybersecurity and the first female three-star Admiral in American history to lead in a combat branch), U.S. Navy (until 2013) Other Positions • Board member, U.S. Navy Memorial Foundation in Washington, D.C. • Board member, PricewaterhouseCoopers LLP Board of Partners and Principals • Board member, Serco North America • Board member, Advanced Technology International Education Ms. Pottenger is a graduate of Purdue University in Lafayette, Indiana. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Cybersecurity Financial/Capital Allocation Industry | |

  12. Director Nominees

    | Lester A. Snow Former Secretary, California Natural Resources Agency Independent Age: 73 Director Since 2011 | Committees: • Chair, Enterprise Risk Management, Safety, and Security • Finance and Capital Investment • Organization and Compensation | Skills and Experience Relevant to Group 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. Career Highlights • Former Secretary, California Natural Resources Agency • Former Director, California Department of Water Resources • Former Regional Director, U.S. Bureau of Reclamation • Former Executive Director, CALFED Bay Delta Program • Former General Manager, San Diego County Water Authority • Former Executive Director, California Water Foundation, an initiative of the Resources Legacy Fund Other Positions • Director, Klamath River Renewal Corporation Education Mr. Snow 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. | | | Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Experience Industry | |

  13. Director Nominees

    | Patricia K. Wagner Former Group President, U.S. Utilities, Sempra Energy Independent Age: 62 Director Since 2019 | Committees: • Chair, Finance and Capital Investment • Audit • Organization and Compensation Public Board Directorships: Current: • Apogee Enterprises • Primoris Services Corporation Previous: • SoCalGas | Skills and Experience Relevant to Group Ms. Wagner has immense working knowledge and familiarity with the California regulatory environment and 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. Career Highlights • Group President, U.S. Utilities, 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 (2018 to 2019) • Chairman and Chief Executive Officer, SoCalGas, one of the largest natural gas utilities in the country (2017 to 2018) • President and Chief Executive Officer, Sempra U.S. Gas & Power (2014 to 2016) • Various leadership positions, Sempra Energy, SoCalGas, and SDG&E Education 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. | | | 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 2024, the Nominating/Corporate Governance Committee retained the services of Meridian to assist in 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 2024, 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.

  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 | | Enterprise Risk Management, Safety, and Security Committee Chair Retainer | $15,000 | | Equity: | | | Annual RSA Equity Grant(1) | $115,500 |

  16. Director Compensation

    In 2024, non-employee directors each received annual grants of restricted stock valued at $115,500. The restricted stock grants were made on June 5, 2024 and were fully vested on March 5, 2025. 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 2024 by each person who served as a non-employee Director during the year.

  17. Director Compensation

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards(1)(2) ($) (c) | Total ($) (h) | | Gregory E. Aliff | 143,000 | 123,455 | 266,455 | | Shelly M. Esque | 118,000 | 123,455 | 241,455 | | Jeffrey Kightlinger | 118,000 | 123,455 | 241,455 | | Thomas M. Krummel, M.D. | 138,000 | 123,455 | 261,455 | | Yvonne A. Maldonado, M.D. | 118,000 | 123,455 | 241,455 | | Scott L. Morris, Lead Independent Director | 173,000 | 123,455 | 296,455 | | Charles R. Patton | 118,000 | 123,455 | 241,455 | | Carol M. Pottenger | 118,000 | 123,455 | 241,455 | | Lester A. Snow | 133,000 | 123,455 | 256,455 | | Patricia K. Wagner | 133,000 | 123,455 | 256,455 |

  18. Director Compensation

    (1) Amounts reflect the full grant date fair value of each RSA granted in 2024 to the non-employee directors, calculated in accordance with FASB ASC Topic 718, disregarding estimates for forfeitures. On June 5, 2024, non-employee directors received annual grants of restricted stock valued at $115,500 as the Board retainer. Assumptions used in the calculation of these amounts are included in footnote 13 of Group’s annual report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2025. At the end of 2024, the aggregate number of RSAs held by each non-employee director then serving on the Board was as follows: Gregory E. Aliff, 18,688; Shelly M. Esque, 12,041; Jeffrey Kightlinger, 2,869; Thomas M. Krummel, M.D., 19,574; Dr. Yvonne A. Maldonado, 7,029; Scott L. Morris, 9,606; Charles R. Patton, 3,555; Carol M. Pottenger, 13,577; Lester A. Snow, 22,313; Patricia K. Wagner, 9,603.

  19. Compensation Discussion and Analysis

    | | Pay-for-performance by aligning officer compensation to pre-established, quantifiable performance goals that rewards long-term sustainable growth and performance | | | Align long-term interests of our customers, communities, and stockholders with management | | | 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 incentive compensation plan |

  20. 2024 Total Direct Compensation

    | | 2024 Base Salary $ | Achieved Short-Term At-Risk Compensation $ | Granted Long-Term At-Risk Compensation $ | 2024 Total Direct Compensation(1) $ | | Martin A. Kropelnicki | 1,050,005 | 1,869,000 | 1,816,837 | 4,735,842 | | James P. Lynch | 463,076 | 334,640 | 229,840 | 1,027,556 | | Michael B. Luu | 449,016 | 319,973 | 229,840 | 998,829 | | Shawn C. Bunting | 419,630 | 299,040 | 229,840 | 948,510 | | Shannon C. Dean | 333,026 | 237,524 | 229,840 | 800,390 |

  21. 2024 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. Mr. Healey served as Interim Vice President, Chief Financial Officer and Treasurer until January 3, 2024. Mr. Healey then served as Principal Financial Officer on an interim basis until his retirement on March 16, 2024. Due to the interim nature of Mr. Healey’s employment, his annual base salary was $470,000, unchanged from 2023. Mr. Healey did not receive short-term at-risk compensation for performance year 2024 and did not receive any 2024 long-term at-risk equity compensation grants. Please refer to the Summary Compensation Table for compensation paid or earned by Mr. Healey for the fiscal years ended December 31, 2024 and 2023.

  22. 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 over the long-term 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. Our executive compensation program also 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 officer’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.

  23. Short-Term Performance-Based Award Opportunity

    Short-Term Performance-Based Award Opportunity As a regulated utility, our strategic goals are long-term in nature and focused on achieving sustained, long-term stockholder value. We maintain an annual performance-based short-term at-risk compensation program for officers, managers, and employees designed to align annual performance and achievement with the long-term strategic goals of the Group. As a California regulated utility, the Group’s financial performance is substantially dependent upon CPUC regulations, which are beyond the control of our management team. Therefore, the achievement of the short-term performance metrics at times may not align with the Group’s overall financial performance. The short-term performance-based compensation is fully at risk with payout dependent upon the achievement of certain objectives over a one-year performance period. For more information on the program, performance metrics, and the factors used by the Committee to establish the 2024 short-term at-risk performance metrics, see “Performance-Based Short-Term At-Risk Compensation” in this Proxy Statement.

  24. 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 recruitment 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 more information on the program, performance metrics, and the factors used by the Committee to establish the 2024 long-term at-risk performance metrics, see “2024 Long-Term Performance and Time-Based Equity Compensation” in this Proxy Statement.

  25. Performance and Time-Based Equity Compensation

    | 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 maintain 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 2024 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 2024, 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 2024 peers using the following factors:

  30. Total Compensation Factors

    After consideration of the competitive data, in making compensation recommendations for the 2024 fiscal year for the officers, the Committee’s general objective was to set total compensation within a “competitive range” for each officer’s position based on the competitive data. The Committee considers the “competitive range” to mean that compensation levels are within plus or minus 20% of the median compensation levels, as determined by reference to data derived from peer group companies or general industry survey data, as applicable. The “competitive range” was determined after giving consideration to the stricter regulatory regime within which the Company operates as compared to its peers, and the flexibility this range provides in attracting and retaining qualified individuals to serve as our NEO’s. In addition, this range provides flexibility to the Committee to adjust for the fact that some members of our peer group are multi-utility service providers or provide other utility services. Given reliable proxy data is only available for the CEO and CFO, general industry survey data is referenced using the same approach for the officers in non-CEO and non-CFO roles. In addition to competitive marked data, the Compensation Committee considered other factors when setting each officer’s compensation including each officer’s experience, tenure, performance and leadership, Group’s performance, regional cost-of-living adjustments, internal equity among the officers, and the need to retain and motivate strategic talent. Based on these other factors, the Compensation Committee may determine it is appropriate to set an officer’s total compensation outside the competitive range.

  31. 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 2024 Sustainability report in May 2025 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 2022, 2023, and 2024 long-term at-risk compensation program for the three-year performance periods 2022-2024, 2023-2025, and 2024-2026 | 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 |

  32. Stockholder Engagement and Say-on-Pay

    | 4 2024 PERFORMANCE GOALS AND PERFORMANCE |

  33. 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 72% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 28% 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 64% of long-term equity compensation in the form RSUs, subject to performance-based vesting criteria, with the remaining 36% 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.

  34. 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.

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

    | The Committee considered a number of factors when establishing the 2024 short-term at-risk performance metrics, including: |

  36. 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 |

  37. 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 2024 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 2024, 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 service to our customers. We also must comply with the policies and procedures established by the states in which we operate as required 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 and are 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. 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 for 2023, there was no payout in 2023 under the Budget to Actual (EPS) performance metric under the annual short-term at-risk compensation program as threshold achievement was not met. 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 (ALJs) 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 ALJs. 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. On March 7, 2024, the CPUC issued a decision on the 2021 GRC, increasing revenues retroactive to January 1, 2023. As a result, during first quarter of 2024, $87.5 million in revenue attributable to 2023 was recorded. Total operating revenue for 2024 was $1.04 billion, resulting in earnings per share of $3.25, exceeding the budget by 53%. This resulted in 200% achievement of the budget-to-actual annual short-term at-risk compensation performance metric. While our total shareholder return for the most recently completed fiscal year was below median relative to our peer group, the Committee determined that the 2024 short-term at-risk payout levels were appropriate based on the management team’s performance against the pre-established performance metrics. As noted above, we achieved record levels of revenue, EPS, net income, and capital investment levels in 2024, demonstrating that our short-term at-risk compensation appropriately rewards our NEOs for achieving performance metrics tied to financial and strategic milestones rather than stock price performance, which is more directly tied to our long-term performance and time-based equity compensation.

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

    | For 2024, the Committee granted the opportunity for our officers to receive short-term at-risk (ARP) performance awards as follows: |

  39. 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 |

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

    | Vice Presidents Target ARP Payout: 35% of base salary Actual ARP Payout Range: 0% to 200% of target, based on performance |

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

    | Senior Vice Presidents Target ARP Payout: 40% of base salary Actual ARP Payout Range: 0% to 200% of target, based on performance |

  42. 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 |

  43. 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 2024.

  44. 2024 Annual Short-Term At-Risk Performance Goals

    2024 Annual Short-Term At-Risk Performance Goals

  45. 2024 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 include all state operations in the performance metric for primary and secondary water quality. The procedural water quality metric measures activity in the California subsidiary only, but in the future, the procedural water quality metric 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 (All States) | 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 | | | | |

  46. 2024 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 increasing enrollment in Cal Water’s Electronic Bill Presentation (e-billing) in our customer portal. E-billing allows customers more convenience by allowing them to view their bills and manage their account at their discretion. Additionally, e-billing helps reduce the environmental impact and reduces operation costs. An increase in the percentage of customers participating in e-billing of at least 5% from December 31, 2023 will result in an additional 25 percentage points added to the service metric achievement. The third performance metric is based upon the Company increasing enrollment in PromisePay, allowing customers with delinquent balances more flexible and convenient payment arrangements while reducing the number of customer accounts that are sent to collections. A decrease in the number of accounts sent to collections by 5% from December 31, 2023 will result in an additional 25 percentage points added to the service metric achievement. | | | | | Performance Level* | Criteria | Percent of Target Earned | | | Maximum | 98.0% of maximum annual metric, plus decrease in customer accounts sent to collection by at least 5% from December 31, 2023; plus increase in customer accounts paying by e-billing by at least 5% | 200% | | | Target | 94.1% of maximum annual metric | 100% | | | Threshold | 90.9% of maximum annual metric | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  47. 2024 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 2024 target performance level was set at $360 million, which represents a 24% increase over the 2023 target performance. | | | | | Performance Level* | 2024 (In Millions) | Percent of Target Earned | | | Maximum | $400 | 200% | | | Target | $360 | 100% | | | Threshold | $330 | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  48. 2024 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. 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 | −5.1% to −7.5% | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  49. 2024 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 — 20% • Training Attendance Rate — 10% • TCIR — 20% • Preventable Vehicle Accident — 30% • Unannounced Site Safety Audit and Immediate Onsite Review — 20% 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. Performance levels for the Community EOC Training, Preventable Vehicle Accident, and Unannounced Site Safety Audit and Immediate Onsite Review metrics have been increased as compared to the 2023 performance levels. Community EOC Training | | | | | Performance Level* | Performance Target | Percent of Target Earned | | | Maximum | Conduct 20 community EOC trainings | 200% | | | Target | Conduct 15 community EOC trainings | 100% | | | Threshold | Conduct 12 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 | 90% of applicable employees | 100% | | | Threshold | 80% of applicable employees | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  50. 2024 Annual Short-Term At-Risk Performance Goals

    | TCIR | | | | | Performance Level* | Performance Target | Numeric Equivalent | Percent of Target Earned | | Maximum | 25% improvement over target result | 2.55 | 200% | | Target | Maintain 2022 achieved TCIR, excluding OSHA reportable COVID-19 incidents | 3.40 | 100% | | Threshold | 90% of target result | 3.74 | 50% | | * 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 target result | 33 | 200% | | Target | Maintain 4-year average (2020-2023) achieved results | 41 | 100% | | Threshold | 90% of target result | 45 | 50% | | * 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 | 540 Audits | | 200% | | Target | 400 Audits | | 100% | | Threshold | 365 Audits | | 50% | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | | |

  51. 2024 Short-Term Performance Goal Achievements

    2024 Short-Term Performance Goal Achievements

  52. 2024 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 (all states), up to eight procedural violations (California only) | No primary (all states), up to two secondary (all states), up to four procedural violations (California only) | No primary (all states), no secondary(all states), no procedural violations(California only) | 200% — No primary, no secondary, no procedural violation | | Customer Service and Support Weight: 20% | 91% of the maximum annual metric | 94% of the maximum annual metric | 98% of the maximum annual metric; at least 5% decrease in customer accounts sent to collections from December 31, 2023; at least 5% increase in customers paying by e-billing from December 31, 2023 | 175% — Achieved 100% of the maximum annual metric, 7% decrease in customer accounts sent to collections from December 31, 2023; 4% increase in customers paying by e-billing from December 31, 2023 | | Infrastructure Improvement and Utility Plant Investment Weight: 20% | $330 million in company-funded capital expenditures | $360 million in company-funded capital expenditures | $400 million in company-funded capital expenditures | 200% — $450.5 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 | 200% — 53% variance over budget | | Emergency Preparedness and Safety Weight: 20% | | | | 115% — Overall safety | | | • Conduct 12 community EOC trainings | • Conduct 15 community EOC trainings | • Conduct 20 community EOC trainings | • Conducted 23 community EOC trainings | | | • 80% of applicable employees trained | • 90% of applicable employees trained | • 100% of applicable employees trained | • 100% of applicable employees trained | | | • 90% of TCIR target | • Maintain 2022 target TCIR numeric equivalent, metric excludes OSHA reportable COVID-19 incidents | • 25% improvement over TCIR target | • 88% of 2022 TCIR target |

  53. 2024 Short-Term Performance Goal Achievements

    | Performance Metric | Minimum Threshold Performance | Target Performance | Maximum Performance | Achieved Results | | | • 90% of preventable vehicle accident target | • Maintain 4-year average (2020-2023) achieved result for preventable vehicle accidents | • 20% improvement over preventable vehicle accident target | • 2% improvement over preventable vehicle accident target | | | • 365 unannounced site safety audits and immediate onsite review | • 400 unannounced site safety audits and immediate onsite review | • 540 announced site safety audits and immediate onsite review | • 453 announced site safety audits and immediate onsite review |

  54. 2024 Short-Term Performance Goal Achievements

    Consistent with the results summarized above, the Committee approved the total payout of 178%.

  55. 2024 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% | 200% | 40% | | Emergency Preparedness and Safety | 20% | 115% | 23% | | Final 2024 Achievement | | | 178% |

  56. 2024 Short-Term Performance Goal Achievements

    (1) Company-funded capital expenditure was $451 million. The Group’s 2024 achieved capital expenditures was $471 million as reported in item 7 of the Group’s Form 10-K for the year ended December 31, 2024 as filed with the SEC. Excluding developer-funded expenditures of $20 million and including an increase in accounts payable accrual of $2.4 million for capital project spend, the Group spent $451 million on company-funded capital expenditures for the 2024 performance period. Due to delayed adoption of the 2021 California General Rate Case, 2024 revenue and net income included interim rate relief totaling $87.5M and $64.0M, respectively, attributable to 2023. Budget to Actual performance metric received no payout for the 2023 performance period due to the same delay by the California Public Utilities Commission. The table below summarizes the total performance-based short-term at-risk compensation earned by our officers for the fiscal year ended December 31, 2024.

  57. 2024 Short-Term Performance Goal Achievements

    | Name | 2024 Short-Term At-Risk Compensation Earned ($)(1) | | Martin A. Kropelnicki | $1,869,000 | | James P. Lynch | 334,640 | | David B. Healey | — | | Michael B. Luu | 319,973 | | Shawn C. Bunting | 299,040 | | Shannon C. Dean | 237,524 |

  58. 2024 Short-Term Performance Goal Achievements

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

  59. 2024 Long-Term Performance and Time-Based Equity Compensation

    2024 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 2024. 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 2024 as follows:

  60. 2024 Long-Term Performance and Time-Based Equity Compensation

    | 2024 Total Target Value for Long-Term At-Risk Equity Compensation Awards President & CEO — Target ARP-LT Total Value: $1,700,000 ($1,232,000 RSUs and $468,000 RSAs) Group’s Sr. 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: $125,000 ($80,000 RSUs and $45,000 RSAs) |

  61. 2024 Long-Term Performance and Time-Based Equity Compensation

    For the performance metrics applicable to the 2024 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 2024 performance-based RSUs are subject to the following performance measures, goals, and related payout levels for the three-year period ending on December 31, 2026.

  62. 2024 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2024 — 2026)

    2024 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2024 — 2026)

  63. 2024 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2024 — 2026)

    | 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 100 basis points | 50% | | | * An additional tier applies between the target and maximum level. | | |

  64. 2024 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2024 — 2026)

    | 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 | $825 million | 200% | | | Target | $725 million | 100% | | | Threshold | $675 million | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  65. 2024 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2024 — 2026)

    | Grant Funding for Water Infrastructure Projects Weight: 20% | The water infrastructure and conservation needs of the communities that are served by the subsidiaries of California Water Service Group continue to grow. These needs range from replacing existing facilities that have reached the end of their useful lives to constructing brand new facilities to meet — if not surpass — state and federal drinking water quality standards, such as those found in the Safe Drinking Water Act. As new water infrastructure is constructed, the corresponding upward pressure on water rates can be particularly challenging in economically distressed communities. To alleviate some of these pressures, state and federal governments have developed a host of funding programs designed to offset some or all of the costs associated with the costs water utilities incur. As an example, the 2021 Bipartisan Infrastructure Law allocated more than $50 billion to improve the country’s drinking water, wastewater, and stormwater infrastructure. The subsidiaries of California Water Service Group and their customers are generally eligible to receive funding from these programs. In 2022 and 2023, the Company executed against a corporate goal to develop and implement a formal grant program and strategy to pursue high-value grants to assist with affordability, particularly in areas with the highest need. During this time, the Company secured nearly $6.9 million in grants from various programs, including the U.S. Bureau of Reclamation’s Water SMART grant program and the California Department of Water Resources’ Urban Community Drought Relief Grant Program. The Company now seeks to build upon this success and secure additional public funding for the benefit of its customers. The proposed performance metric takes into account both the number of applications submitted, and the amount of funding awarded. | | | | | Performance Level | Performance Target | Percent of Target Earned | | | Maximum | At least 40 applications for public funding submitted and awarded at least $45 million in public funding | 200% | | | Target | At least 20 applications for public funding submitted and awarded at least $15 million in public funding | 100% | | | Threshold | At least 20 applications for public funding submitted | 50% | | | * Multiple tiers apply between the threshold and target level, and between the target and maximum level. | | |

  66. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024) In 2022, we granted performance-based equity in the form of RSUs to our officers for the three-year performance period ending on December 31, 2024. The component weighting is 40% for each of the two financial measures and 20% for the environmental leadership metric. The payouts are summarized below:

  67. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    | Performance Metric | Annual Threshold Performance | Annual Target Performance | Annual Maximum Performance | Achieved Results | | Return on Equity Weight: 40% | 8.70% in 2022, 9.07% in 2023, 9.77% in 2024 | CPUC authorized ROE: 9.20% in 2022, 9.57% in 2023, and 10.27% in 2024 | 9.70% in 2021, 10.07% in 2022, 10.77% in 2023 | 80% — GAAP ROE — 7.70% in 2022, 3.73% in 2023, 12.44% in 2024 | | Growth in Stockholders’ Equity Weight: 40% | $575 million | $650 million | $750 million | 100% — $655 million | | Environmental, Social, and Governance Weight: 20% | No payout below target achievement | Achieve three of the four goals: 1. Host 21 community resource and customer education events in low-income communities; 2. 100% of employees attend diversity, equality, and inclusion training annually with at least 90% completion rate each year; 3. Invest $1.5 million in emission-reducing energy solutions; complete comprehensive data analysis and modeling; 4. Set and publish targets for energy/ ESG intensity of water sourced and/ or delivered to customers. | Achieve all four target goals | 200% — All goals achieved 1. Hosted 31 community resource and customer education events in low-income communities; 2. 100% of employees attended diversity, equality, and inclusion training annually with at least 90% completion rate each year; 3. Invested $3.8 million in emission-reducing energy solutions; completed comprehensive data analysis and modeling; 4. Set and published targets for energy/ESG intensity of water sourced and /or delivered to customers. |

  68. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    Consistent with the results summarized above, the Committee approved the total payout of 112%.

  69. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    | Performance Metric | Weight | Achievement | Achieved Results | | Return on Equity | 40% | 80% | 32% | | Growth in Stockholders’ Equity | 40% | 100% | 40% | | Environmental, Social, and Governance | 20% | 200% | 40% | | Final Achievement | | | 112% |

  70. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    The table below summarizes the total performance-based equity compensation earned by our officers for the three-year performance period ended December 31, 2024.

  71. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    | Name | 2024 Performance Stock Earned ($)(1) | | Martin A. Kropelnicki | 12,443 | | James P. Lynch(2) | — | | David B. Healey | 1,109 | | Michael B. Luu | 1,814 | | Shawn C. Bunting(2) | — | | Shannon C. Dean | 1,814 |

  72. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    (1) The shares for the 2022 performance stock award, which is comprised of the years 2022, 2023, and 2024, were earned and vested following the end of the three- year performance period on March 1, 2025. (2) Mr. Lynch and Mr. Bunting were not employees in 2022 and therefore did not participate in this performance award cycle.

  73. 2022 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2022 — 2024)

    | 5 OTHER COMPENSATION PROGRAMS |

  74. CEO Pay Overview

    CEO Pay Overview Martin A. Kropelnicki, our Chairman, President & CEO since September 1, 2013, made significant contributions managing our 2024 performance. Based on our annual performance objectives for 2024, the Committee granted Mr. Kropelnicki an equity award of $1,700,000 for 2024, consisting of $468,000 in the form of time-based RSAs vesting over three years, and $1,232,000 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 2024 base salary of $1,050,000 and $1,869,000 annual performance-based short-term at-risk compensation (representing a payout of 178% of target), Mr. Kropelnicki’s total direct compensation was $4,735,842 (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 2024 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 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.

  75. Equity Grant Policy and Practices

    Equity Grant Policy and Practices Group’s long-standing compensation philosophy is to grant executives and eligible employees a mix of time-based restricted stock awards and performance-based restricted stock units and historically has not granted stock options. Annual equity grants typically are made in connection with the regularly scheduled fourth-quarter meeting of the Compensation Committee, which is scheduled months in advance without regard to the potential release of major Group announcements. Group does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In addition, in 2024 Group did not grant long-term equity incentives (including stock options) during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that discloses material nonpublic information.

  76. Tax and Section 162(m) Implications

    | Summary Compensation Table |

  77. 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 ($)(3) (g) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(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 | 2024 | 1,050,005 | 1,816,837 | 1,869,000 | — | 67,547 | 4,803,389 | 4,803,389 | | | 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 | — | 42,886 | 3,351,529 | 3,351,529 | | James P. Lynch(7) Senior Vice President, Chief Financial Officer & Treasurer | 2024 | 463,076 | 229,840 | 334,640 | 374,437 | 40,436 | 1,442,429 | 1,067,992 | | David B. Healey(8) Former Vice President, Chief Financial Officer | 2024 | 108,466 | — | — | — | 13,491 | 121,957 | 121,957 | | | 2023 | 289,564 | — | 113,505 | 382,362 | 28,451 | 813,882 | 431,520 | | Michael B. Luu Senior Vice President, Corporate Services & Chief Risk Officer | 2024 | 449,016 | 229,840 | 319,973 | — | 50,067 | 1,048,896 | 1,048,896 | | | 2023 | 415,021 | 204,053 | 172,204 | 210,501 | 49,680 | 1,051,459 | 840,958 | | | 2022 | 377,234 | 163,449 | 138,495 | — | 48,026 | 727,204 | 727,204 | | Shawn C. Bunting(9) Senior Vice President, General Counsel & Business Development | 2024 | 419,630 | 229,840 | 299,040 | 173,888 | 55,103 | 1,177,501 | 1,003,613 | | | 2023 | 329,235 | 149,354 | 138,000 | 102,395 | 97,260 | 816,244 | 713,848 | | Shannon C. Dean(10) Senior Vice President, Customer Service & Chief Sustainability Officer | 2024 | 333,026 | 229,840 | 237,524 | 85,222 | 40,719 | 926,331 | 841,109 |

  78. Tax and Section 162(m) Implications

    | Grants of Plan-Based Awards for Fiscal Year Ended 2024 |

  79. Tax and Section 162(m) Implications

    | Outstanding Equity Awards at Fiscal Year Ended 2024 |

  80. Tax and Section 162(m) Implications

    | Option Exercises and Stock Vested for Fiscal Year Ended 2024 |

  81. Tax and Section 162(m) Implications

    | Pension Benefits for Fiscal Year Ended 2024 |

  82. Tax and Section 162(m) Implications

    | Non-Qualified Deferred Compensation for Fiscal Year Ended 2024 |

  83. 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, 2024, 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 2024 and the amount shown in the column labeled “Aggregate Balance at Last FY” of the table of Non-qualified Deferred Compensation for Fiscal Year 2024 above.

  84. 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 Incentives | RSUs(3) | — | 1,331,977 | 2,347,550 | | | RSAs(4) | — | — | 629,270 | | Benefits | Accrued Vacation | — | — | — | | Total | | 1,211,538 | 2,543,515 | 7,338,358 |

  85. 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 31, 2024, which was $45.33. (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 31, 2024, which was $45.33.

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

    | James P. Lynch | 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) | 54,231 | 54,231 | 1,464,231 | | | ARP(2) | 188,000 | 188,000 | 188,000 | | Long-Term Incentives | RSUs(3) | — | 45,602 | 136,715 | | | RSAs(4) | — | — | 73,253 | | Benefits | Accrued Vacation | — | — | — | | Total | | 242,231 | 287,833 | 1,862,199 |

  87. 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 31, 2024, which was $45.33. 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 31, 2024, which was $45.33.

  88. 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) | — | — | — | | | ARP(2) | — | — | — | | Long-Term Incentives | RSUs(3) | — | 61,196 | 69,355 | | | RSAs(4) | — | — | 4,805 | | Benefits | Accrued Vacation | — | — | — | | Total | | — | 61,196 | 74,160 |

  89. 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 original 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 31, 2024, which was $45.33. (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 31, 2024, which was $45.33.

  90. 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) | 69,138 | 69,138 | 1,417,338 | | | ARP(2) | 179,760 | 179,760 | 179,760 | | Long-Term Incentives | RSUs(3) | — | 191,519 | 318,851 | | | RSAs(4) | — | — | 89,481 | | Benefits | Accrued Vacation | 91,609 | 91,609 | 91,609 | | Total | | 340,507 | 532,026 | 2,097,039 |

  91. 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 31, 2024, which was $45.33. 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 31, 2024, which was $45.33.

  92. 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) | 48,462 | 48,462 | 1,308,462 | | | ARP(2) | 168,000 | 168,000 | 168,000 | | Long-Term Incentives | RSUs(3) | — | 94,876 | 210,603 | | | RSAs(4) | — | — | 93,062 | | Benefits | Accrued Vacation | — | — | — | | Total | | 216,462 | 311,338 | 1,780,127 |

  93. 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 31, 2024, which was $45.33. (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 31, 2024, which was $45.33.

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

    | Shannon C. Dean | 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) | 51,323 | 51,323 | 1,052,123 | | | ARP(2) | 133,440 | 133,440 | 133,440 | | Long-Term Incentives | RSUs(3) | — | 178,102 | 298,725 | | | RSAs(4) | — | — | 101,857 | | Benefits | Accrued Vacation | 49,557 | 49,557 | 49,557 | | Total | | 234,320 | 412,422 | 1,635,702 |

  95. 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 31, 2024, which was $45.33. 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 31, 2024, which was $45.33.

  96. 2024 CEO Pay Ratio

    2024 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 1267 employees in the median compensation pool. We used actual salary and compensation paid in 2024, 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, 2024 based on our payroll records. The median employee used was the same from the prior year. The 2024 annual total compensation of the median compensation of all our employees who were employed on December 31, 2024, other than our Chairman, President & CEO, was $156,618 inclusive of $43,655 of estimated non-cash present value pension changes. Mr. Kropelnicki’s 2024 annual total compensation was $4,806,299 inclusive of $0 of estimated change in present value of pension benefits. The ratio of these amounts was 1-to-31.

  97. 2024 CEO Pay Ratio

    | Measurement | Under SEC Rules | Excluding Change in Present Value of Pension Benefits | | CEO Compensation | $4,806,299 | $4,806,299 | | Median Employee Compensation | $156,618 | $112,963 | | Ratio | 1:31 | 1:43 |

  98. 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.

  99. 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) | | | | 2024 | $4,803,389 | $4,682,415 | $943,423 | $859,492 | $97.46 | $92.93 | $190.8 | 53.0% | | 2023 | $4,856,752 | $3,689,961 | $1,003,883 | $704,548 | $107.84 | $105.53 | $51.9 | (52.1)% | | 2022 | $3,351,529 | $3,111,318 | $820,950 | $829,540 | $123.71 | $123.42 | $96.0 | (1.7)% | | 2021 | $3,718,087 | $4,495,501 | $1,204,755 | $1,050,610 | $144.06 | $144.46 | $101.1 | 6.5% | | 2020 | $3,776,856 | $4,268,399 | $901,550 | $983,279 | $106.68 | $115.75 | $96.8 | 21.0% |

  100. Pay Versus Performance

    (1) The CEO for all five reporting years was Martin Kropelnicki. The other NEOs in 2024 were James Lynch, David Healey, Shawn Bunting, Michael Luu, and Shannon Dean. The other NEOs in 2023 were David Healey, Thomas Smegal III, Paul Townsley, Michael Luu, Ronald Webb, and Shawn Bunting. 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. (3) Amounts reported in this column represent returns on an initial $100 investment based on the Robert W. Baird Water Utility Index, which we chose as peer group for purposes of the 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. 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.

  101. 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

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

    | | 2024 | | Summary Compensation Table Reported Compensation | $4,803,389 | | Deduction for pension values reported in SCT for the covered year | $(0) | | 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 | $66,126 | | Deduction for grant date fair value of equity awards reported in “Stock Awards” column of the SCT for the covered year | $(1,816,836) | | 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 | $1,980,553 | | 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 | $(268,298) | | 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 | $(90,805) | | 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 | $8,286 | | Total Compensation Actually Paid | $4,682,415 |

  103. 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.