DEF 14A of California Water Service Group, Apr 8, 2026

DEF 14A of California Water Service Group

Filed Apr 8, 2026 · FY20250001104659-26-040708

Open on EDGAR

  1. Notice of Annual Meeting of Stockholders

    | Option Exercises and Stock Vested for Fiscal Year Ended 2025 | 80 | | Pension Benefits for Fiscal Year Ended 2025 | 80 | | Non-Qualified Deferred Compensation for Fiscal Year Ended 2025 | 81 | | Potential Payments Upon Termination or Change-in-Control | 82 | | 2025 CEO Pay Ratio | 86 | | Pay Versus Performance | 87 | | AUDIT COMMITTEE MATTERS | 91 | | Proposal No. 3 — Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026 | 91 | | Relationship with the Independent Registered Public Accounting Firm | 92 | | Report of the Audit Committee | 93 | | STOCK OWNERSHIP INFORMATION | 94 | | Stock Ownership of Management and Certain Beneficial Owners | 94 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 96 | | Frequently Asked Questions | 96 | | Cost of Proxy Solicitation | 100 | | Electronic Availability of Proxy Statement and Annual Report | 100 | | Other Matters | 100 | | Stockholders Sharing an Address | 100 | | Copies of Annual Report on Form 10-K | 101 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | Name and Principal Occupation | Independent | Age | Director Since | Other Current Public Company Boards | Committees of the Board | | | | | | | | | | | Audit | Enterprise Risk Management, Safety, and Security | Finance and Capital Investment | Nominating/ Corporate Governance | Organization and Compensation | | Gregory E. Aliff Former Vice Chairman and Senior Partner of U.S. Energy & Resources, Deloitte LLP | | 72 | 2015 | 1 | | | | | | | Shelly M. Esque Former Vice President and Global Director of Corporate Affairs, Intel Corporation | | 65 | 2018 | — | | | | | | | Jeffrey Kightlinger Principal and Owner, Acequia Consulting, LLC | | 66 | 2023 | — | | | | | | | Martin A. Kropelnicki Chairman, President and CEO, California Water Service Group | | 59 | 2013 | — | | | | | | | Thomas M. Krummel, M.D. Emile Holman Professor and Chair Emeritus of the Department of Surgery, Stanford University School of Medicine | | 74 | 2010 | — | | | | | | | Yvonne A. Maldonado, M.D. Vice Provost for Faculty Advancement, Taube Professor of Global Health and Infectious Diseases, Professor of Pediatrics and Epidemiology and Population Health, Stanford University School of Medicine | | 70 | 2021 | — | | | | | | | Scott L. Morris Chairman, Avista Corporation | | 68 | 2019 | 1 | | | | | | | Charles R. Patton Former Executive Vice President, External Affairs, American Electric Power Company, Inc. | | 66 | 2023 | 2 | | | | | | | Carol M. Pottenger Principal and Owner, CMP Global, LLC; Vice Admiral, U.S. Navy (Ret.) | | 71 | 2017 | — | | | | | | | Lester A. Snow Former Secretary, California Natural Resources Agency | | 74 | 2011 | — | | | | | | | Patricia K. Wagner Former Group President of U.S. Utilities, Sempra Energy | | 63 | 2019 | 2 | | | | | |

  4. Our Director Nominees

    | | Chairman of the Board | | Lead Independent Director | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |

  5. Our Director Nominees

    | Proxy Summary | | | Board of Directors Overview |

  6. Our Director Nominees

    The Group’s director nominees collectively contribute significant experience in the areas we believe to be the most relevant to overseeing the Company’s business and strategy.

  7. Director Criteria

    Director Criteria Our Board believes our directors should possess a combination of skills, professional experience, and a diversity of backgrounds necessary to oversee our business. Also, the Board believes every director should possess certain attributes as reflected in the Board’s membership criteria. The Nominating/Corporate Governance Committee’s charter requires that as part of the search process for each new candidate, the Committee will actively seek out diverse candidates to expand the pool from which candidates ultimately are selected based on merit. The Committee focuses on the development of a Board composed of directors that meet the criteria set forth below. The Board and Nominating/Corporate Governance Committee do not assign specific weights to any single criterion, and no particular criterion is necessarily applied to all directors or director candidates.

  8. Director Criteria

    | Corporate Governance Matters | | | Proposal No. 1 — Election of Directors |

  9. Director Criteria

    | Director Criteria | Board Composition | | Personal Characteristics | • High personal and professional ethics, integrity and honesty, good character, and sound judgment • Independence and absence of any actual or perceived conflicts of interest • The ability to be an independent thinker | | Commitment to the Organization | • A willingness to put in the time and energy to satisfy the requirements of Board and committee membership, including attendance and participation in Board and committee meetings of which they are a member and the annual meeting of stockholders, and be available to management to provide advice and counsel • Possess, or be willing to develop, a broad knowledge of critical issues facing the organization | | Diversity | • Diversity, including the candidate’s professional and personal experience, background, perspective, and viewpoint | | Skills and Experience | • Value derived from each nominee’s skills, qualifications, experience, and ability to impact long-term strategic objectives • Educational background • Substantial tenure and experience in leadership roles • Business and financial experience • Understanding the intricacies of a public utility • Experience in risk management • Additionally, Section 2.9 of our bylaws contains requirements that a person must meet to avoid conflicts of interest that would disqualify that person from serving as a director | | Retirement Age of Directors | • We have established a mandatory retirement age for all directors. All directors must retire no later than the Annual Meeting that follows the date of the director’s 75th birthday. Additionally, an employee director must retire as an employee no later than the Annual Meeting that follows the date of his or her 70th birthday but may remain on the Board at the discretion of the Board of Directors. |

  10. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  11. Director Criteria

    Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee, our Board has nominated for election at the 2026 Annual Meeting of Stockholders a slate of eleven director nominees. All of the nominees were most recently elected by stockholders at the 2025 Annual Meeting. All directors are elected annually to serve until the next Annual Meeting and until their respective successors are elected.

  12. Director Criteria

    | Gregory E. Aliff | Age 72 | Independent | Director since 2015 | | | Committees • Audit (Financial Expert; Chair) • Enterprise Risk Management, Safety, and Security • Finance and Capital Investment Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Former Vice Chairman & Senior Partner of U.S. Energy & Resources, Deloitte LLP | | | | 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 Deloitte LLP • Vice Chairman and Senior Partner, US Sustainability Services (focused on industrial and commercial water and energy management) (2013 to 2015) • Vice Chairman and Senior Partner, US Energy and Resources (2002 to 2013) Public Board Directorships Current: • New Jersey Resources Corp Previous: • SCANA Corporation Other Positions • Former board member for several non-profit organizations | Education • Certified Public Accountant • Designated Board Leadership Fellow of the National Association of Corporate Directors (NACD) • Holds a CERT Certificate in Cybersecurity Oversight from NACD • Master of Business Administration, Virginia Tech • Bachelor of Science, Accounting, Virginia Tech |

  13. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  14. Director Criteria

    | Shelly M. Esque | Age 65 | Independent | Director since 2018 | | | Committees • Enterprise Risk Management, Safety, and Security • Nominating/Corporate Governance Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy | Former Vice President and Global Director of Corporate Affairs, Intel Corporation | | | | 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 Intel Corporation • Vice President and Global Director of Corporate Affairs (focused on corporate social responsibility, community, education, foundation, and government relations worldwide until her retirement in 2016) • Former President and Chair, Intel Foundation Other Positions • Board member, Basis Charter Schools • Board member, Boyce Thompson Arboretum | Industry Awards and Recognition • 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 Education • Participation in the Executive Education Intel Accelerated Leadership Program at Stanford University Graduate School of Business • Certificate in International Business from Thunderbird School of Global Management • Bachelor of Arts in Communication from Arizona State University |

  15. Director Criteria

    | Jeffrey Kightlinger Age 66 | Independent | Director since 2023 | | | | Committees • Audit (Financial Expert) • Enterprise Risk Management, Safety, and Security Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Principal and Owner, Acequia Consulting | | | | 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 Acequia Consulting, LLC, a provider of strategic advice on Colorado River issues, natural resources, water and energy issues • Principal and Owner (2022 to present) City of Pasadena • Interim General Manager, Water and Power Department (2021 to 2022) Metropolitan Water District of Southern California, the largest municipal water supplier in the United States • Chief Executive Officer (2006 to 2021) • General Counsel (2002 to 2006) • Deputy General Counsel and Assistant General Counsel (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 • Law degree, Santa Clara University • Undergraduate degree, the University of California at Berkeley |

  16. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  17. Director Criteria

    | Martin A. Kropelnicki Age 59 | Director since 2013 | | | | Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Chairman, President and CEO, California Water Service Group | | | | 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 California Water Service Group • Chairman, President & CEO (2023 to present) • President and CEO (2013 to 2023) • President and COO (2012 to 2013) • Vice President, Chief Financial Officer and Treasurer (2006 to 2012) 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 | Other Positions • Member, California Foundation on the Environment & Economy • Member, Silicon Valley Leadership Group Industry Awards and Recognition • Awarded United States Navy Memorial’s Naval Heritage Award (2016) Education • Master of Arts, Economics, San Jose State University • Bachelor of Arts, Economics, San Jose State University |

  18. Director Criteria

    | Thomas M. Krummel, M.D. Age 74 | Independent | Director since 2010 | | | | Committees • Nominating/Corporate Governance • Organization and Compensation (Chair) Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Health and Human Services Financial/Capital Allocation | Emile Holman Professor and Chair Emeritus, Department of Surgery, Stanford University School of Medicine | | | | Skills and Experience Relevant to Group Dr. Krummel brings to the Board experience in professional training and development as well as 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 Stanford University School of Medicine • Emile Holman Professor and Chair Emeritus of the Department of Surgery • Former Co-Director, Stanford Biodesign program Public Board Directorships Previous: • Procept BioRobotics Corporation Other Positions • Chair of the Board, Fogarty Innovation • Venture partner, Santé Ventures | Industry Awards and Recognition • Honored with the William E. Ladd Medal by the American Academy of Pediatrics • Received the Albion Walter Hewlett Award from the Stanford Department of Medicine • Received 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 • Received the Lucile Packard Children’s Hospital Recognition of Service Excellence |

  19. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  20. Director Criteria

    | Yvonne (Bonnie) A. Maldonado, M.D. Age 70 | Independent | Director since 2021 | | | | Committees • Enterprise Risk Management, Safety, and Security • Nominating/Corporate Governance Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Health and Human Services | Vice Provost for Faculty Advancement, Taube Professor of Global Health and Infectious Diseases, Professor of Pediatrics and Epidemiology and Population Health — Stanford University School of Medicine; Attendng Physician — Lucile Packard Children’s Hospital at Stanford | | | | 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 Stanford University School of Medicine • Pediatric Infectious Diseases Epidemiologist • Medical Director, Infection Prevention and Control • Attending Physician, Packard Children’s Hospital • 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 | 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 |

  21. Director Criteria

    | Scott L. Morris | Age 68 | Independent | Director since 2019 | | | Lead Independent Director Committees • Nominating/Corporate Governance (Chair) • Organization and Compensation Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Chairman, Avista Corporation | | | | 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 Avista Corporation, a publicly traded electrical and natural gas utility serving customers primarily in the Pacific Northwest • Chairman (2008 to present) • CEO (2008 to 2019) • President (2008 to 2018) • President and Chief Operating Officer (2006 to 2007) • Various positions, including management positions in construction and customer service and management of the company’s Oregon utility business (1981 to 2006) Public Board Directorships Current: • Avista Corporation Previous: • Iron Horse Acquisitions | Other Positions • Board member, McKinstry Co., LLC • Trustee Emeritus, Gonzaga University • Former member, various Spokane non-profit and economic development boards Education • Attended the Stanford Business School Financial Management Program and the Kidder Peabody School of Financial Management • Master’s degree, in Organizational Leadership, Gonzaga University |

  22. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  23. Director Criteria

    | Charles R. Patton | Age 66 | Independent | Director since 2023 | | | Committees • Audit • Finance and Capital Investment (Chair) Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Financial/Capital Allocation Industry | Former Executive Vice President, External Affairs, American Electric Power Company, 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 American Electric Power Company, Inc. (AEP), an electric utility organization that serves customers across 11 states • Executive Vice President, External Affairs (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 Public Board Directorships Current: • Ameresco, Inc. • Centuri | Previous: • Sterling Infrastructure, Inc. 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 • Master’s degree, Lyndon B. Johnson School of Public Policy, the University of Texas at Austin • Bachelor’s degree, Bowdoin College in Brunswick, Maine |

  24. Director Criteria

    | Carol M. Pottenger Age 71 | Independent | Director since 2017 | | | | Committees • Enterprise Risk Management, Safety, and Security • Finance and Capital Investment • Nominating/Corporate Governance Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Principal and Owner, CMP Global and Vice Admiral, U.S. Navy (Ret.) | | | | Skills and Experience Relevant to Group Ms. Pottenger brings unique experience to the Board, ranging from operations to technology to risk management. | | | | Career Highlights CMP Global, LLC, a provider of consulting services in business development, process improvement, corporate governance, strategic planning, and cyber and information systems • Principal and Owner (2014 to present) U.S. Navy • 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) (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 • Graduate, Purdue University in Lafayette, Indiana |

  25. Director Criteria

    | Corporate Governance Matters | | | Director Nominees |

  26. Director Criteria

    | Lester A. Snow | Age 74 | Independent | Director since 2011 | | | Committees • Enterprise Risk Management, Safety, and Security (Chair) • Finance and Capital Investment • Organization and Compensation Skills Senior Leadership Human Capital Management Sustainability, Governmental, Public Policy Industry | Former Secretary, California Natural Resources Agency | | | | 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 California Natural Resources Agency • Former Secretary California Department of Water Resources • Former Director U.S. Bureau of Reclamation • Former Regional Director CALFED Bay Delta Program • Former Executive Director San Diego County Water Authority • Former General Manager California Water Foundation, an initiative of the Resources Legacy Fund • Former Executive Director | Other Positions • Director, Klamath River Renewal Corporation Education • Master of Science, in Water Resources Administration, the University of Arizona • Bachelor of Science, in Earth Sciences, Pennsylvania State University |

  27. Director Criteria

    | Patricia K. Wagner Age 63 | Independent | Director since 2019 | | | | Committees • Audit (Financial Expert) • Finance and Capital Investment • Organization and Compensation Skills Senior Leadership Public Company Board Human Capital Management Sustainability, Governmental, Public Policy Cybersecurity Financial/Capital Allocation Industry | Former Group President, U.S. Utilities, Sempra Energy | | | | 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 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 • Group President, U.S. Utilities (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 | Public Board Directorships Current: • Apogee Enterprises • Primoris Services Corporation Previous: • SoCalGas Education • Master of Business Administration, Pepperdine University • Bachelor’s degree, in Chemical Engineering, California State Polytechnic University, Pomona |

  28. Director Criteria

    | Corporate Governance Matters | | | Corporate Governance Practices |

  29. Director Criteria

    Corporate Governance Practices We are committed to objective, independent leadership on our Board and each of its committees. In addition, our Board believes the active, objective, and independent oversight of management is central to effective Board governance and serves the best interests of all stakeholders, including customers, stockholders, regulators, suppliers, employees, and the general public. Specifically, our Board has adopted Corporate Governance Guidelines comprised of rigorous governance practices and procedures. To maintain and enhance its independent oversight, our Board has implemented measures to further enrich Board composition, leadership, and effectiveness. These measures align our corporate governance structure with achieving our strategic objectives and enable our Board to effectively communicate and oversee our culture of compliance and in-depth risk management. Our Board frequently discusses business and other matters with the senior management team and principal advisors such as our legal counsel, auditors, consultants, and financial advisors. Our Board annually reviews and approves the Corporate Governance Guidelines and charters of the Board committees to align with evolving best practices and regulatory requirements, including the New York Stock Exchange (NYSE) corporate governance listing standards. The Corporate Governance Guidelines and the current charters for the Audit, Organization and Compensation, Finance and Capital Investment, Nominating/ Corporate Governance, and Enterprise Risk Management, Safety, and Security committees are posted on our website at https://www.calwatergroup.com.

  30. Director Compensation

    Director Compensation The Nominating/Corporate Governance Committee is responsible for non-employee director compensation and makes recommendations to the Board. For 2025, the Nominating/Corporate Governance Committee retained the services of Meridian Compensation Partners to assist in determining non-employee director compensation; Meridian’s recommendations were based on competitive positioning, in terms of both individual compensation components and total compensation. For fiscal year ended 2025, 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.

  31. Director Compensation

    | 2025 Annual Compensation | $ | | Annual Base Retainer — All Directors | 118,000 | | Lead Independent Director Retainer | 40,000 | | Committee Chair Retainers: | | | Audit Committee | 25,000 | | Organization and Compensation Committee | 20,000 | | Nominating/Corporate Governance Committee | 15,000 | | Finance and Risk Management Committee | 15,000 | | Enterprise Risk Management, Safety, and Security Committee | 15,000 | | Equity: | | | Annual RSA Equity Grant(1) | 120,000 |

  32. Director Compensation

    (1) In 2025, non-employee directors each received annual grants of restricted stock valued at $123,178. The restricted stock grants were made on March 4, 2025 and were fully vested on March 4, 2026. 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 2025 by each person who served as a non-employee Director during the year.

  33. Director Compensation

    | Name (a) | Fees Earned or Paid in Cash $ (b) | Stock Awards(1)(2) $ (c) | Total $ (h) | | Gregory E. Aliff | 143,000 | 123,178 | 266,178 | | Shelly M. Esque | 118,000 | 123,178 | 241,178 | | Jeffrey Kightlinger | 118,000 | 123,178 | 241,178 | | Thomas M. Krummel, M.D. | 138,000 | 123,178 | 261,178 | | Yvonne A. Maldonado, M.D. | 118,000 | 123,178 | 241,178 | | Scott L. Morris, Lead Independent Director | 173,000 | 123,178 | 296,178 | | Charles R. Patton | 118,000 | 123,178 | 241,178 | | Carol M. Pottenger | 118,000 | 123,178 | 241,178 | | Lester A. Snow | 133,000 | 123,178 | 256,178 | | Patricia K. Wagner | 133,000 | 123,178 | 256,178 |

  34. Director Compensation

    Amounts reflect the full grant date fair value of each RSA granted in 2025 to the non-employee directors, calculated in accordance with FASB ASC Topic 718, disregarding estimates for forfeitures. On March 4, 2025, non-employee directors

  35. Director Compensation

    | Corporate Governance Matters | | | Corporate Governance Practices |

  36. Director Compensation

    received annual grants of restricted stock valued at $123,178 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, 2026. At the end of 2025, the aggregate number of RSAs held by each non-employee director then serving on the Board was as follows: Gregory E. Aliff, 21,333; Shelly M. Esque, 14,686; Jeffrey Kightlinger, 5,514; Thomas M. Krummel, M.D., 22,219; Dr. Yvonne A. Maldonado, M.D., 9,674; Scott L. Morris, 12,251; Charles R. Patton, 6,200; Carol M. Pottenger, 16,222; Lester A. Snow, 13,821; Patricia K. Wagner, 12,248.

  37. CD&A Table of Contents

    | 2025 Annual Short-Term At-Risk Performance Goals | 59 | | 2026 Annual Short-Term At-Risk Performance Metrics | 65 | | 2025 Short-Term Performance Metric Achievements | 64 | | 2025 Long-Term Performance and Time-Based Equity Compensation | 65 | | 2025 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2025-2027) | 68 | | 2026 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2026-2028) | 71 | | 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025) | 70 | | 5. OTHER COMPENSATION PROGRAMS | 72 | | Basic and Supplemental Pension Plan Benefits (SERP) | 72 | | Deferred Compensation Plan | 72 | | 401(k) Plan | 72 | | Limited Perquisites and Other NEO Benefits | 73 | | 6. EXECUTIVE COMPENSATION POLICIES AND PRACTICES | 73 | | Stock Ownership Requirements | 73 | | Other Policies and Practices | 74 |

  38. Compensation Program Framework

    | Pay-for-Performance | Align Long-Term Interests | Establish Strategic Goals | | Pay-for-performance by aligning officer compensation to preestablished, 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 |

  39. Compensation Program Framework

    | Use Clear Metrics | Provide Competitive Pay | Apply One-Team Approach | | Use performance metrics that are understandable and are tied to key performance indicators; all 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 |

  40. Stockholder Engagement and Say-on-Pay

    | What We Heard | How We Responded / Our Perspective | | Stockholders recommended expanding discussion on ARP goal rigor and the process by which goals are established, particularly in cases where target metrics are below prior year actual results for such metrics. | • To provide greater transparency for stockholders, we enhanced our disclosure of goal rigor and the discussion of our performance metrics and results in this year’s CD&A, including additional narrative disclosure surrounding the Committee’s rationale for approval of any target metrics below prior year actual performance. Please see the “Executive Compensation Governance and Process — 2025 Performance Goals and Performance” section of the CD&A below. | | Stockholders expressed a desire to better understand how the ARP metrics relate to the creation of long-term stockholder value. | • To provide greater transparency for stockholders, we enhanced our disclosure of how the ARP metrics correspond to the achievement of our strategic initiatives, which we believe lead to the creation of long-term stockholder value. In addition, beginning with performance goals for the 2026 ARP, we have streamlined the number of metrics used when determining our executive’s short-term performance under the ARP and assigned a heavier weighting on financial metrics over operational metrics. See additional details below under “2026 Annual Short-Term At-Risk Performance Metrics.” | | Stockholders recommended evaluating the metrics used to determine long-term equity compensation performance. | • The Committee and the Board considered and discussed such feedback and determined, beginning with long-term equity compensation granted in 2026, to replace the ESG metric historically used as one metric of performance with a relative TSR metric to drive increased alignment of executive compensation with stockholder interests. The relative TSR metric measures performance against a 2026 performance peer group comprised of pure-play water utility peers and the S&P Water Utilities Index. See additional details below under “2026 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2026- 2028).” |

  41. 2025 Total Direct Compensation

    | Named Executive Officer | 2025 Base Salary $ | Achieved Short-Term At-Risk Compensation $ | Granted Long-Term At-Risk Compensation $ | 2025 Total Direct Compensation(1) $ | | Martin A. Kropelnicki | 1,080,688 | 1,524,915 | 1,950,119 | 4,555,702 | | James P. Lynch | 488,294 | 275,684 | 272,015 | 1,035,993 | | Michael B. Luu | 464,787 | 262,373 | 272,015 | 999,175 | | Shawn C. Bunting | 434,234 | 245,171 | 272,015 | 951,420 | | Shannon C. Dean | 346,646 | 195,708 | 272,015 | 814,369 |

  42. 2025 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. For more information on total direct compensation, see “Summary Compensation Table” in this Proxy Statement.

  43. Total Compensation Philosophy for Executives

    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 Group’s overall 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; and • 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.

  44. Elements of Compensation

    | 1. Base Salary | 2. Annual Short-Term Performance-Based At-Risk Compensation | 3. Performance and Time-Based Long-Term Equity Compensation | | 4. Basic And Supplemental Pension Plan Benefits | 5. Employee Funded Deferred Compensation Plan Benefits | 6. Limited Perquisites |

  45. Elements of Compensation

    | | Element | Type | Description | Purpose | | ◀ FIXED ▶ | Base Salary | Cash | • The Compensation Committee considers factors such as job performance, responsibilities, experience, skills, capabilities, tenure, individual contributions, and market conditions • Reviewed annually | • Rewards for job performance and overall leadership • Maintains salaries within the “competitive range” of the market data • Attracts, retains, and motivates executives who represent top talent in our industry and are essential to achieving our corporate goals | | ◀ VARIABLE, AT-RISK ▶ | Short-Term Performance- Based Awards | Cash | • Fully at risk, with payout dependent upon the achievement of certain objectives over a one-year performance period | • Aligns annual performance and achievement with long-term strategic goals | | | Performance and Time-Based Equity Compensation | Equity | • More than half are performance-based restricted stock units (RSUs), subject to at-risk performance-based vesting criteria, vesting 0% to 200% based on performance against each metric; 3-year performance period • Time-based restricted stock awards (RSAs); 3-year vesting period, one-third vests at the end of the first year and the remaining shares vest quarterly over the next 24 months | • Aligns compensation with the long-term interests of both stockholders and customers • Attracts, retains, and motivates executive officers • Encourages long-term performance by our officers • Promotes stock ownership |

  46. 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,

  47. SHORT-TERM PERFORMANCE-BASED AWARD OPPORTUNITY

    | Executive Compensation | | | Compensation Discussion and Analysis |

  48. SHORT-TERM PERFORMANCE-BASED AWARD OPPORTUNITY

    managers, and employees designed to align annual performance and achievement with the long-term strategic goals of the Group. 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 2025 short-term at-risk performance metrics, see “Performance-Based Short-Term At-Risk Compensation” in this Proxy Statement.

  49. 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, • create incentives for officer recruitment and retention, • encourage long-term performance by our officers, and • 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 2025 long-term at-risk performance metrics, see “2025 Long-Term Performance and Time-Based Equity Compensation” in this Proxy Statement.

  50. 2025 Total Target Compensation: $4,063,000

    Target Equity Award Value: $1.9 million Award Mix: 75/25 • Mr. Kropelnicki was granted an equity award with 75% of the equity award subject to performance-based vesting and 25% of the equity award subject to time-based vesting

  51. EQUITY AWARDS

    EQUITY AWARDS Equity awards for Mr. Kropelnicki are structured to provide significant long-term incentives that closely align his interests with those of our shareholders. The Compensation Committee recognizes the strong performance and organizational progress achieved under his leadership and reviewed his target long-term equity compensation. Considering the Company’s continued growth in rate base, multiple years of record capital investment, increasing regulatory and operational demands of the business, and the compensation framework in place for other named executive officers, the Committee approved increasing the value of Mr. Kropelnicki’s long-term equity awards in 2024 and 2025 to ensure his incentives remained aligned with Company strategy and market practices. For 2025, the Committee approved an equity award that reflects shareholder input and reinforces the Company’s commitment to pay-for-performance. The award increased the weighting of performance-based equity and reduced time-based components, and the Committee determined that 75% of his future equity awards will continue to be performance-based. These changes strengthen alignment with shareholder interests, support long-term shareholder value creation, and appropriately recognize Mr. Kropelnicki’s ongoing leadership.

  52. ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE

    ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE Under Mr. Kropelnicki’s leadership, we had a strong year in 2025 and are positioned well for continued long-term, sustainable growth and shareholder value creation. We invested a record $517.0 million in water system infrastructure in 2025, improving reliability and sustainability while driving long-term earnings. Rate base, which utility regulators use to determine the authorized return on equity, grew to $2.64 billion. We pursued growth opportunities in the Western United States, announcing the acquisition of the remaining outstanding membership interests of BVRT Utility Holding Company LLC in Texas in the high-growth Austin-San Antonio corridor. We also announced an agreement to acquire Nexus Water Group’s Nevada and Oregon water wastewater systems, subject to customary closing conditions and approvals, which will expand Group’s footprint into two additional Western States. These proposed acquisitions will strengthen our position as a leader in the Western U.S., diversify our operations, and will provide a platform for additional regional growth outside of California. We continued our unwavering commitment to water safety, meeting or surpassing all water quality standards set to protect public health and safety. We completed two treatment plants in 2025 and completed the design for 26 plants we plan to start to construct in 2026 to achieve compliance before of the 2029 effective date for the new water quality regulations related to certain per- and polyfluoroalkyl substances (PFAS). Consistent with the Group’s commitment to long-term shareholder value, in 2025, we increased the annual dividend by 10.71%, or $0.12, to $1.24 per common share, including a one-time special dividend of $0.04 per common share. This marked the Group’s 58th consecutive annual dividend, bringing its five-year compound annual dividend growth rate to 7.7%. Group earned an A+/Stable rating from S&P Global, one of the highest credit ratings in the domestic utility space, and we announced the sale and issuance of $170.0 million of notes by Group and $200.0 million of bonds by California Water Service Company, Group’s largest subsidiary, in private placement transactions. We did this while maintaining a capital structure at both Group and California Water Service Company consistent with the capital structure authorized by our California regulator. Importantly, in 2025, we received CPUC authorization for a one-year extension of our California Cost of Capital application to May 2027, maintaining an authorized return on equity (ROE) of 10.27%, one of the highest water utility ROEs in the country, and a capital structure consisting of 53.4% common equity and 46.6% cost of debt. Despite the fact that 2025 was the third year of the California rate cycle, a period that historically reflects the greatest regulatory lag as we await rate relief from the 2024 General Rate Case, and the substantial inflationary pressure experienced in 2021, 2022, and 2023, Group delivered solid results. We expect inflationary cost increases will be recovered upon completion of our 2024 California GRC, which we expect to occur on April 30, 2026 or shortly thereafter, given the issuance on March 13, 2026 of a Proposed Decision. Although Group’s short-term total shareholder return (TSR) lags the water utility peer group, our long-term TSR aligns with the median of regulated water utilities, and Group remains a strong long-term investment. Median long-term performance in this industry is a meaningful signal, reflecting disciplined capital investment, constructive regulatory relationships, and consistent rate-base growth — core drivers of durable shareholder value. Short-term stock movements in the water utility space often reflect temporary factors such as weather variability, timing of

  53. ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE

    | Executive Compensation | | | Compensation Discussion and Analysis |

  54. ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE

    rate case outcomes, or the broader interest-rate and inflation pressures rather than underlying fundamental operational strength. By contrast, Group’s sustained long-term TSR demonstrates that its strategy, infrastructure investment program, and commitment to reliable service continue to generate long-term value. For investors focused on dependable, long-horizon growth rather than near-term results affected by market fluctuations, Group’s long-term performance underscores its attractiveness as a stable and resilient investment within the water utility industry.

  55. ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE

    | Company | 10-Year Total Stockholder Return (TSR) | | American Water Works | 204.3% | | Middlesex Water Company | 173.2% | | American States Water | 138.5% | | California Water Service Group | 120.3% | | H2O America | 95.4% | | Artesian Resources | 92.3% | | Essential Utilities | 91.2% | | The York Water Company | 72.2% |

  56. ALIGNMENT WITH LONG-TERM SHAREHOLDER VALUE

    To further strengthen the alignment between Mr. Kropelnicki’s compensation and shareholder interests, and in direct response to shareholder feedback, the Committee and the Board determined that, beginning with long-term equity awards granted in 2026, the ESG metric historically used as one of the performance measures will be replaced with a relative TSR metric. This new metric will evaluate the Company’s performance against a 2026 performance peer group composed of pure-play water utility peers and the S&P Water Utilities Index, ensuring that a greater portion of Mr. Kropelnicki’s long-term incentive opportunity is tied to shareholder value creation relative to water utility industry benchmarks. For more information on the 2025 corporate goals and objectives, as well as the achievements made under Mr. Kropelnicki’s leadership, see “2025 Corporate Goals, Objectives, and Achievements” in this Proxy Statement.

  57. CEO TOTAL EARNED COMPENSATION

    CEO TOTAL EARNED COMPENSATION Mr. Kropelnicki’s 2025 earned compensation decreased compared to both 2023 and 2024. As shown in the accompanying chart, his 2025 earned compensation — which includes salary, non-equity incentive plan compensation, “all other compensation” reported in the Summary Compensation Table, and the value of stock vesting in 2025 — declined due to our stock price performance and a reduction in the number of restricted stock units that vested during the year. Because a portion of these awards vests quarterly, realized compensation reflects stock price levels throughout the year rather than a single vesting date, further reinforcing alignment between executive pay and shareholder value.

  58. 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 provide for 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. |

  59. 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).

  60. ROLE OF THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT With respect to 2025 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; and • 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 Group and has no conflicts of interest relating to its engagement by the Committee.

  61. ROLE OF THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT

    | Executive Compensation | | | Compensation Discussion and Analysis |

  62. ROLE OF THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT

    The Committee retained a new independent compensation consultant, Korn Ferry (US), following a review of independence and capabilities, to advise for 2026 executive compensation and to evaluate the metrics used for both ARP and long-term equity compensation performance.

  63. 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 2025, 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 2025 peers using the following factors:

  64. TOTAL COMPENSATION FACTORS

    On October 28, 2025, the Committee approved the following 2025 Proxy Peer group from which to derive competitive pay information, comparing each officer’s compensation to market levels for his/her executive position. There were no changes to the Proxy Peer group from the prior year, however the list does reflect the holding company name changes of SJW Group to H20 America and PNM Resources, Inc. to TXNM Energy, Inc.

  65. TOTAL COMPENSATION FACTORS

    After reviewing competitive market data, the Committee’s objective in setting compensation recommendations for fiscal year 2025 was to position total compensation for each officer within a competitive range appropriate for the role. The Committee defines the competitive range by reference to median compensation levels for comparable roles derived from Peer Group companies or, where available, general industry survey data. The Committee also considers the more stringent regulatory environment in which the Group operates relative to many of its peers and the flexibility needed to attract and retain highly qualified executives. The Committee’s approach also allows it to account for differences in business models among Peer Group companies, including those that operate multiple utility segments or provide additional utility and non-utility services. Because reliable Peer Group proxy data is available only for CEO and CFO roles, the Committee uses general industry survey data for officers in non-CEO and non-CFO positions. In addition to competitive marked data, the 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 Committee may determine it is appropriate to set an officer’s total compensation outside the competitive range.

  66. 2025 Performance Goals and Performance

    2025 Performance Goals and Performance

  67. 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 (LT-ARP) 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 the 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 RSUs subject to at-risk performance-based vesting criteria. • The Group’s Chairman, President & CEO is awarded 75% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 25% awarded in the form of time-based RSAs. • The Group’s senior vice presidents are 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 RSAs. • The Group’s vice presidents are awarded 66% of long-term equity compensation in the form of RSUs, subject to performance-based vesting criteria, with the remaining 34% awarded in the form of RSAs. • All other executives are awarded 71% of long-term equity compensation in the form RSUs, subject to performance-based vesting criteria, with the remaining 29% awarded in the form of RSAs. • We used a three-year performance period for the 2025 long-term performance-based RSUs with vesting based upon achievement of performance targets related to shareholder return and per- and polyfluoroalkyl substances (PFAS) treatment related investment and third-party cost recovery.

  68. 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.

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

    | The Committee considered a number of factors when establishing the 2025 short-term at-risk performance metrics, including: | | | 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 |

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

    | Executive Compensation | | | Compensation Discussion and Analysis |

  71. 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 Group’s values, key initiatives, and long-term sustainable growth for our stockholders, with the operational goals also increasing the odds for recovery from our regulators. |

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

    As in prior years, the annual short-term at-risk compensation program for 2025 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 Group financial performance and health and are drivers of sustained longer-term 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 2025, 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 Group’s long-standing focus and prioritization of 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 over 2 million people, we are committed to providing safe, reliable service to our customers. Our regulators also recognized the importance of these metrics and historically have allowed recovery of compensation cost unlike disallowed compensation cost related to financial metrics.

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

    | Annual Short-Term At-Risk Compensation Metrics | | Measure Linked to | | | Infrastructure Improvement and Utility Plant Investment | • Overall Group financial performance and health • Sustained stockholder value | | | Budget to Actual Performance (EPS) | | | | Water Quality and Public Health | • Operations, customer service, and public health • Safe, reliable, and affordable service • Compliance with federal and state laws and regulations | | | Emergency Preparedness and Safety | | | | Customer Service and Support | |

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

    We must comply with the laws and regulations 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 laws 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. For 2025, all metrics used in the annual short-term at-risk compensation program are equally weighted. If the threshold performance level is reached for a performance metric, then the total payout for that metric is 50% of the target payout opportunity. If the maximum performance level is reached for a performance metric, then 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, then there is no payout for that 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 2025 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 a record level of capital investment and strong operational performance results in 2025, 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. For more information regarding long-term at-risk compensation performance and linkage to stock price performance, see “2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)” in this Proxy Statement.

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

    | Executive Compensation | | | Compensation Discussion and Analysis |

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

    For 2025, the Committee granted the opportunity for our officers to receive short-term at-risk performance awards as follows:

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

    | Officer | Target ARP Payout as a % of Base Salary | Actual ARP Payout Range Based on Performance | | Chairman, President & CEO | 100% | 0% to 200% of Target | | Senior Vice Presidents | 40% | | | Vice Presidents | 35% | | | All Other Officers | 30% | |

  78. 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 2025.

  79. 2025 Annual Short-Term At-Risk Performance Goals

    2025 Annual Short-Term At-Risk Performance Goals

  80. Community EOC Training (20%)

    | Performance Level(1) | Performance Target | Percent of Target Earned | | Maximum | Conduct 26 community EOC trainings or no less than 20 communities trained and 3 regional EOC trainings | 200% | | Target | Conduct 20 community EOC trainings or no less than 15 communities trained and 1 regional EOC trainings | 100% | | Threshold | Conduct 15 community EOC trainings | 50% | | Threshold | Conduct 12 community EOC trainings | 50% |

  81. 2025 Short-Term Performance Metric Achievements

    2025 Short-Term Performance Metric Achievements

  82. 2025 Short-Term Performance Metric Achievements

    | Performance Metric Each Has a Weight of 20% | Minimum Threshold 50% Target | Target 100% Target | Maximum 200% Target | Achieved Results | | 1. Infrastructure Improvement and Utility Plant Investment | | | | 144% | | • Company-funded capital expenditures | $430 million | $460 million | $500 million | $470 million | | • Utility plant projects closed and placed in service | $387 million | $428 million | $465 million | $526 million | | 2. Budget to Actual (EPS) | | | | 50% | | • EPS variance from budget | -2.5% to -5.0% from budget | 0% to 2.5% from budget | 10.0% from budget | -4.9% from budget | | 3. Water Quality and Public Health | | | | 175% | | • Primary violations (all states) | Up to 1 | 0 | 0 | 0 | | • Secondary violations (all states) | Up to 4 | Up to 2 | 0 | 0 | | • Procedural violations (California only) | Up to 8 | Up to 4 | 0 | 1 | | 4. Emergency Preparedness and Safety | | | | 135% | | • Community EOC Training: Number of trainings conducted (20% weight) | 15 communities trained | 20 communities trained or no less than 15 communities trained and 1 regional EOC training | 26 communities trained or no less than 20 communities trained and 3 regional EOC trainings | 23 communities trained and 2 regional EOC trainings | | • Training Attendance Rate: Percentage of applicable employees trained (10% weight) | 80% | 95% | 100% | 100% | | • TCIR: Relation to TCIR target (20% weight) | 4.60 | 4.16 | 3.12 | 2.38 | | • Preventable Vehicle Accident: Relation to preventable vehicle accident target (30% weight) | 43 | 40 | 32 | 40 | | • Unannounced Site Safety Audits and Immediate Onsite Review: Number of audits and immediate onsite review (20% weight) | 435 unannounced audits | 475 unannounced audits | 615 unannounced audits | 473 unannounced audits | | 5. Customer Service and Support | | | | 200% | | • Percent of the maximum annual metric | 91% | 94% | 98% | 98% | | • Increase in customers enrolling in PromisePay | 3% | 10% | 20% | 34.5% |

  83. 2025 Short-Term Performance Metric Achievements

    Consistent with the results summarized above, the Committee approved the total payout of 141%.

  84. 2025 Short-Term Performance Metric Achievements

    | Performance Metric | Weight | Achievement | Achieved Results | | 1. Infrastructure Improvement and Utility Plant Investment(1) | 20% | 144% | 29% | | 2. Budget to Actual Performance (EPS) | 20% | 50% | 10% | | 3. Water Quality and Public Health | 20% | 175% | 35% | | 4. Emergency Preparedness and Safety | 20% | 135% | 27% | | 5. Customer Service and Support | 20% | 200% | 40% | | Final 2025 Achievement | | | 141% |

  85. 2025 Short-Term Performance Metric Achievements

    | Executive Compensation | | | Compensation Discussion and Analysis |

  86. 2025 Short-Term Performance Metric Achievements

    Company-funded capital expenditure was $470 million. The Group’s 2025 achieved capital expenditure was $517 million as reported in Item 7 of the Group’s Form 10-K for the year ended December 31, 2025 as filed with the SEC. Excluding developer-funded expenditures of $28 million and including an increase in accounts payable accrual of $10 million for capital project spend, the Group spent $488 million on company-funded capital expenditures for the 2025 performance period. The table below summarizes the total performance-based short-term at-risk compensation earned by our officers for the fiscal year ended December 31, 2025.

  87. 2025 Short-Term Performance Metric Achievements

    | Name | 2025 Short-Term At-Risk Compensation Earned(1) $ | | Martin A. Kropelnicki | 1,524,915 | | James P. Lynch | 275,684 | | Michael B. Luu | 262,373 | | Shawn C. Bunting | 245,171 | | Shannon C. Dean | 195,708 |

  88. 2025 Short-Term Performance Metric Achievements

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

  89. 2025 Short-Term Performance Metric Achievements

    | 2026 Annual Short-Term At-Risk Performance Metrics | | In February 2026, in response to stockholder feedback the Committee implemented several changes to the annual short-term at-risk performance plan for the 2026 performance period to strengthen its effectiveness and enhance transparency for stockholders. These include: | | • Increasing metric weighting on financial measures to 60% from 40%; | | • Reducing the number of metrics and sub-metrics to 7 from 11, which aligns with our Peer Group’s practices; and | | • Increasing rigor of metric achievement tiers to increase performance challenge. | | By providing clearer disclosure around goal-setting rigor and offering additional context when target levels differ from prior-year results, the Committee gives stockholders greater visibility into how performance expectations are established and how they support the Company’s strategic and financial priorities. Expanding the discussion of how ARP metrics align with strategic initiatives helps stockholders better understand the connection between annual performance goals and the creation of long-term value. Streamlining the number of ARP metrics and increasing the weighting of financial measures further sharpens the focus on the outcomes that most directly influence stockholder value, while reducing complexity and improving the transparency of the plan. Collectively, these changes enhance accountability, reinforce pay-for-performance alignment, and improve the clarity and effectiveness of the short-term incentive plan. |

  90. 2025 Long-Term Performance and Time-Based Equity Compensation

    2025 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 2025. 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.

  91. 2025 Long-Term Performance and Time-Based Equity Compensation

    | Executive Compensation | | | Compensation Discussion and Analysis |

  92. 2025 Long-Term Performance and Time-Based Equity Compensation

    | The Committee considered a number of factors when establishing the 2025 long-term performance equity metrics, including: | | | 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 |

  93. 2025 Long-Term Performance and Time-Based Equity Compensation

    | The long-term performance metrics are a central component of our performance-based equity program, ensuring that executive compensation is directly tied to the sustained success of Group. These metrics help align compensation with the long-term interests of both stockholders and customers by rewarding results achieved over multi-year periods rather than short-term fluctuations. They also play a critical role in attracting, retaining, and motivating executive officers by providing meaningful incentives linked to long-term value creation. By emphasizing multi-year performance goals, the program encourages long-term strategic decision-making, promotes stock ownership, and reinforces a strong connection between executive leadership and the Group’s long-term performance trajectory. |

  94. 2025 Long-Term Performance and Time-Based Equity Compensation

    As in prior years, the long‑term performance‑based equity program continues to be heavily weighted toward financial performance. For the 2025–2027 performance period, the financial component consists of a single overarching stockholder return metric, measured through three elements: the three‑year compound annual growth rate of dividends, the three‑year compound annual growth rate of capital expenditures, and adjusted ROE. The second performance metric is PFAS Investment and Recovery, which reflects both the Group’s investment in PFAS water monitoring and treatment infrastructure and efforts to recover PFAS‑related water contamination costs through litigation and resulting settlements or judgments against PFAS manufacturers. These long‑term performance metrics are especially important for a regulated utility because they reinforce disciplined capital investment, financial strength, and responsible stewardship of customer resources. Measures such as dividend and capital expenditure growth and adjusted ROE help ensure that the Company is deploying capital efficiently, maintaining reliable infrastructure, and generating sustainable returns for stockholders. Likewise, the PFAS Investment and Recovery metric reflects the Company’s commitment to protecting water quality, investing in necessary treatment technologies, and pursuing cost recovery on behalf of customers and stockholders. Together, these measures reinforce prudent long-term planning, support reliable and affordable service for customers, and align executive incentives with the durable value creation that is fundamental to a utility’s long-term strategic objectives.

  95. 2025 Long-Term Performance and Time-Based Equity Compensation

    | Long Term At-Risk Compensation Metrics | | Measure Linked to | | | Stockholder Return | • Overall Group financial performance and health • Sustained stockholder value | | | PFAS Investment and Recovery | • Operations, customer service, and public health • Safe, reliable, and affordable service • Compliance with federal and state laws and regulations |

  96. 2025 Long-Term Performance and Time-Based Equity Compensation

    Targets for each performance metric were designed to be rigorous and closely aligned with how we operate as a public utility committed to serving our customers, communities, and stockholders. In setting these long-term goals, targets were grounded in Group’s multi-year strategic plan, evaluated historical performance trends, and benchmarked against peer practices to ensure they are both challenging and competitive. In addition, the regulatory environment, external economic conditions, and the extent to which executives can reasonably influence outcomes over the performance period were considered. As a result, the targets are objective, measurable, and aligned with the long-term interests of stockholders and customers, while encouraging responsible risk-taking and sustained value creation. Each performance‑based RSU metric includes defined threshold, target, and maximum performance levels. If threshold performance is achieved for a metric, the payout is 50% of the target opportunity; if maximum performance is achieved, the payout is capped at 200% of target. No payout is earned for any metric if threshold performance is not met. For the performance metrics applicable to the 2025 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.

  97. 2025 Long-Term Performance and Time-Based Equity Compensation

    | Executive Compensation | | | Compensation Discussion and Analysis |

  98. 2025 Long-Term Performance and Time-Based Equity Compensation

    Based on the methodology described above, the Committee set the total target value for the long-term at-risk (LT-ARP) equity compensation awards for 2025 as follows:

  99. 2025 Long-Term Performance and Time-Based Equity Compensation

    | | 2025 Total Target Value for Long-Term At-Risk Equity Compensation Awards | | | | Officer | RSUs $ | RSAs $ | Target LT-ARP Total Value $ | | President & CEO | 1,432,000 | 468,000 | 1,900,000 | | Group’s Senior Vice Presidents | 190,000 | 75,000 | 265,000 | | Group’s Vice Presidents | 145,000 | 75,000 | 220,000 | | All Other Officers | 110,000 | 45,000 | 155,000 |

  100. 2025 Long-Term Performance and Time-Based Equity Compensation

    The 2025 performance-based RSUs are subject to the following performance measures, goals, and related payout levels for the three-year period ending on December 31, 2027. For more information regarding the setting of Mr. Kropelnicki’s 2025 long-term performance and time-based equity compensation, see “CEO Pay Overview” in this Proxy Statement.

  101. 2025 Long-Term Performance and Time-Based Equity Compensation

    | Executive Compensation | | | Compensation Discussion and Analysis |

  102. 2025 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2025-2027)

    2025 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2025-2027)

  103. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025) In 2023, we granted performance-based equity in the form of RSUs to our officers for the three-year performance period ending on December 31, 2025. The component weighting is 40% for each of the two financial measures and 20% for the environmental leadership metric. The payouts are summarized below:

  104. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | Performance Metric | Annual Threshold Performance | Annual Target Performance | Annual Maximum Performance | Achieved Results | | 1. Return on Equity (Weight: 40%) | | | | 66% GAAP ROE | | 2023 | 7.57% | 9.57% | 10.07% | 3.73% | | 2024 | 8.27% | 10.27% | 10.77% | 12.44% | | 2025 | 8.27% | 10.27% | 10.77% | 7.70% | | 2. Growth in Stockholders’ Equity (Weight: 40%) | | | | 0% | | $ in millions | 635 | 710 | 810 | 584 | | 3. Environmental, Social, and Governance (Weight: 20%) | | | | 100% | | 3 Goals: | Achieve 1 or fewer goals | Achieve 2 goals | Achieve all 3 goals | 2 goals achieved | | 1. Set an emissions reduction target for Scope 1 and 2 emissions by end of 2025 | | | | Set omissions targets set for Scope 1 and 2 | | 2. Implement a multi-year strategy to improve energy efficiency in California office facilities, including: a) By end of 2024, set an enterprise-wide energy efficiency standard for office buildings; b) By end of 2025, replace office facility lighting with available LED lighting at district office facilities identified in our 2023 energy audit as suitable based upon cost and energy savings. | | | | a) By end of 2024, set an enterprise-wide energy efficiency standard for office buildings; b) By end of 2025, replaced office facility lighting with available LED lighting at district office facilities identified in our 2023 energy audit as suitable based upon cost and energy savings. | | 3. By end of 2023, identify opportunities for all employees to participate in a community service or volunteer project. By end of 2025, achieve an employee participation rate of 50% and a work site participation rate of 90% | | | | By end of 2023, identified opportunities for all employees to participate in a community service or volunteer project. By end of 2025, achieved an employee participation rate of 47% and a work site participation rate of 96% |

  105. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | Executive Compensation | | | Compensation Discussion and Analysis |

  106. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    Consistent with the results summarized above, the Committee approved the total payout of 46%.

  107. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | Performance Metric | Weight | Achievement | Achieved Results | | 1. Return on Equity | 40% | 66% | 26% | | 2. Growth in Stockholders’ Equity | 40% | 0% | 0% | | 3. Environmental, Social, and Governance | 20% | 100% | 20% | | Final 2025 Achievement | | | 46% |

  108. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    The table below summarizes the total performance-based equity compensation earned by our officers for the three-year performance period ended December 31, 2025.

  109. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | Name | 2025 Performance Stock Earned(1) $ | | Martin A. Kropelnicki | 296,654 | | James P. Lynch(2) | 0 | | Michael B. Luu | 50,377 | | Shawn C. Bunting | 34,193 | | Shannon C. Dean | 41,031 |

  110. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    (1) The shares for the 2023 performance stock award, which is comprised of the performance years 2023, 2024, and 2025, were earned and vested on March 7, 2026, following the end of the three-year performance period. (2) Mr. Lynch was not an officer in 2023 and therefore did not participate in the performance award cycle.

  111. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | 2026 Long-Term Performance-Based Equity Compensation Metrics (Performance Period 2026-2028) In February 2026, in response to stockholder feedback and to increase alignment of executive compensation with stockholder interests, the Committee made the following changes to the long-term performance-based equity compensation metrics for the 2026 – 2028 three-year performance period: • Eliminated all non-financial metrics, and • Performance metrics are comprised of two financial metrics: 1. 3-Year Average ROE 2. 3-Year Relative Total Shareholder Return (TSR), relative to i) a defined group of water utility peer companies and ii) the Standard and Poor’s Water Utility Index These metrics directly reflect Group’s ability to deliver stable, long-term value within a highly regulated operating environment. Adjusted ROE is a core indicator of how effectively Group manages its regulated capital base, executes its infrastructure investment plan, and operates within authorized rate structures, all of which are central to maintaining financial strength and ensuring reliable, affordable service for customers. In California, ROE and the regulated capital base are approved for a period of three years in our forward-looking triennial Cost of Capital proceeding. Similarly, the infrastructure investment plan is approved for a period of three years in a separate forward looking triennial General Rate Case proceeding. Both align with the three-year LTI award period and serve as a basis for long-term growth and performance. Relative TSR complements this by measuring Group’s performance against other regulated utilities facing similar economic, regulatory, and operational conditions, ensuring that executives are rewarded only when stockholders experience superior value creation. Together, these measures provide objective, transparent, and externally validated indicators of long-term performance that align executive incentives with prudent capital deployment, regulatory discipline, and sustained stockholder returns—key pillars of success for a regulated utility. |

  112. 2023 Long-Term Performance-Based Equity Compensation Achievement (Performance Period 2023-2025)

    | Executive Compensation | | | Compensation Discussion and Analysis |

  113. Other Policies and Practices

    | Policies & Practices | Description | | Insider Trading Policy | The Board has adopted insider trading policies and procedures governing the purchase, sale and other transactions in Group securities by our directors, officers and employees, as well as Group itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing rules, as applicable. As part of these policies and procedures, we also generally prohibit our directors, officers and employees from engaging in hedging transactions (such as swaps, puts and calls, collars, and similar financial instruments) that would eliminate or limit the risks and rewards of share ownership. In addition, our directors and officers may not at any time engage in any short selling, buy or sell options, puts or calls, whether exchange-traded or otherwise, or engage in any other transaction in derivative securities that reflects speculation about the price of our stock or that may place their financial interests ahead of the financial interests of the Group. | | 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 Group historically has not granted stock options. Annual equity grants typically are made in connection with the regularly scheduled fourth-quarter meeting of the 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 2025 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 non-public information. | | Executive Compensation Recovery — Our Clawback Policy | In 2023, the Group adopted a new clawback policy that is consistent with the NYSE listing standard adopted under Exchange Act Rule 10D-1 and all current officers of the Group and its subsidiaries have agreed in writing to the policy. Under such policy, in the event the Group is required to prepare an accounting restatement of the Group’s financial statements due to the Group’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Group will recover the amount of any incentive-based compensation received by an officer that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. | | Tax and Section 162(m) Implications | Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain “covered employees,” which term includes all of our named executive officers. While we consider the deductibility of awards as one factor in determining officer compensation, we also look at other factors in making decisions and we retain the flexibility to award compensation that we determine to be consistent with the goals of our officer compensation program even if the awards are not deductible by us for tax purposes. |

  114. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by our Chairman, President & CEO, CFO, and the three most highly compensated officers of the Group for the fiscal years ended December 31, 2025, 2024, and 2023.

  115. Summary Compensation Table

    | 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(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 | 2025 | 1,080,688 | 1,950,119 | 1,524,915 | 2,254,426 | 65,108 | 6,875,256 | 4,620,830 | | | 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 | | James P. Lynch(7) Senior Vice President, Chief Financial Officer & Treasurer | 2025 | 488,294 | 272,015 | 275,684 | 479,826 | 47,466 | 1,563,285 | 1,083,459 | | | 2024 | 463,076 | 229,840 | 334,640 | 374,437 | 40,436 | 1,442,429 | 1,067,992 | | Michael B. Luu Senior Vice President, Corporate Services & Chief Risk Officer | 2025 | 464,787 | 272,015 | 262,373 | 276,421 | 48,300 | 1,323,896 | 1,047,475 | | | 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 | | Shawn C. Bunting Senior Vice President, General Counsel & Business Development | 2025 | 434,324 | 272,015 | 245,171 | 244,878 | 58,698 | 1,255,086 | 1,010,208 | | | 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(8) Senior Vice President, Customer Service & Chief Sustainability Officer | 2025 | 346,646 | 272,015 | 195,708 | 625,723 | 47,358 | 1,487,450 | 861,727 | | | 2024 | 333,026 | 229,840 | 237,524 | 85,222 | 40,719 | 926,331 | 841,109 |

  116. Summary Compensation Table

    (1) Amounts reflect the full grant date fair value of RSAs and performance-based RSUs granted in the years shown, calculated in accordance with FASB Accounting Standards Codification (ASC) Topic 718, disregarding estimates for forfeitures and assuming target performance. 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 SEC on February 26, 2026. (2) For time-based RSAs and performance-based RSUs, the grant date fair value was determined using the closing share price of the Company’s common stock on the date of grant. The RSUs reported were calculated assuming 100% achievement of target of the respective pre-established performance metrics. The amounts reported are as follows:

  117. Summary Compensation Table

    | Name | RSA Grant Date Fair Value $ | RSU Grant Date Fair Value at Target Achievement $ | RSU Grant Date Fair Value at Maximum Achievement $ | | Mr. Kropelnicki | 480,370 | 1,469,749 | 2,939,498 | | Mr. Lynch | 76,980 | 195,035 | 390,070 | | Mr. Luu | 76,980 | 195,035 | 390,070 | | Mr. Bunting | 76,980 | 195,035 | 390,070 | | Ms. Dean | 76,980 | 195,035 | 390,070 |

  118. Summary Compensation Table

    Amounts in this column reflect the amount paid to each officer pursuant to the performance-based short-term at-risk compensation program for the applicable year.

  119. Summary Compensation Table

    | Executive Compensation | | | Compensation Tables |

  120. Summary Compensation Table

    Amounts in this column are the year-over-year, non-cash, changes in the actuarial present value of the accrued pension liability and do not represent actual cash compensation paid to any of the Named Executive Officers. Pension values are included in customer rates through a rate recovery mechanism and may fluctuate significantly from year-to-year depending on a number of factors including changes in the discount rate and other assumptions, changes in compensation, years of service, and vesting. Other than assuming retirement at the unreduced retirement age, all assumptions are consistent with those used in the Group’s financial statements and include amounts which the officers may not be entitled to receive due to vesting requirements consistent with the plans. For further information, see the “CEO Pay Overview,” “Basic and Supplemental Pension Plan Benefits,” and “Pension Benefits for Fiscal Year Ended 2025” sections of this Proxy Statement. Earnings on the non-qualified deferred compensation plan are noted on the Non-Qualified Deferred Compensation Table for those officers participating in the plan. Earnings have been excluded from this table since earnings were not at above market or at preferential rates. (5) All other compensation for 2025 is comprised of 401(k) matching contributions made by the Group on behalf of the officer, the personal use of company-provided vehicles and associated insurance, and the supplemental medical reimbursement plan. The value of the 401(k) matching contributions made by the Group on behalf of the named executives was $21,000 for the listed executives, except Mr. Luu which was $17,625. The reported value attributable to personal use of company-provided cars are as follows: Mr. Kropelnicki, $22,628; Mr. Lynch, $12,762; Mr. Luu $9,195, Mr. Bunting, $16,218, and Ms. Dean, $12,654. The recorded cost for the supplemental medical plan was $20,280 for the listed executives except Mr. Lynch $12,504, and Ms. Dean, $12,504. (6) To show how year-over-year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column differ substantially from, and are not a substitute for, the amounts reported in the “Total” column. (7) Mr. Lynch was appointed to Senior Vice President, Chief Financial Officer and Treasurer on January 3, 2024 and assumed the duties of Principal Financial Officer on March 16, 2024. Mr. Lynch was not an NEO during the year 2023. Ms. Dean was not an NEO during the year 2023.

  121. Summary Compensation Table

    | Executive Compensation | | | Compensation Tables |

  122. Grants of Plan-Based Awards for Fiscal Year Ended 2025

    Grants of Plan-Based Awards for Fiscal Year Ended 2025 The table below sets forth certain information with respect to awards granted during the fiscal year ended December 31, 2025, to each of our NEOs.

  123. Grants of Plan-Based Awards for Fiscal Year Ended 2025

    | Name (a) | Grant Date (b) | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Options Awards $ (l) | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Martin A. Kropelnicki(3) | 3/4/2025 | 540,750 | 1,081,500 | 2,163,000 | | | | | | | | 3/4/2025 | | | | | | | 10,080 | 480,370 | | | 3/4/2025 | | | | 15,780 | 31,560 | 63,120 | | 1,469,749 | | James P. Lynch(3) | 3/4/2025 | 97,760 | 195,520 | 391,040 | | | | | | | | 3/4/2025 | | | | | | | 1,653 | 76,980 | | | 3/4/2025 | | | | 2,094 | 4,188 | 8,376 | | 195,035 | | Michael B. Luu(3) | 3/4/2025 | 93,040 | 186,080 | 372,160 | | | | | | | | 3/4/2025 | | | | | | | 1,653 | 76,980 | | | 3/4/2025 | | | | 2,094 | 4,188 | 8,376 | | 195,035 | | Shawn C. Bunting(3) | 3/4/2025 | 86,940 | 173,880 | 347,760 | | | | | | | | 3/4/2025 | | | | | | | 1,653 | 76,980 | | | 3/4/2025 | | | | 2,094 | 4,188 | 8,376 | | 195,035 | | Shannon C. Dean(3) | 3/4/2025 | 69,400 | 138,800 | 277,600 | | | | | | | | 3/4/2025 | | | | | | | 1,653 | 76,980 | | | 3/4/2025 | | | | 2,094 | 4,188 | 8,376 | | 195,035 |

  124. Grants of Plan-Based Awards for Fiscal Year Ended 2025

    (1) The threshold, target, and maximum values reported are for the performance-based short-term at-risk compensation program. (2) The threshold, target, and maximum units reported are for the full RSU award for the 2025-2027 performance period. The time-based RSAs granted to the officers on March 4, 2025, vest over three years, with one-third of the RSAs vesting on March 4, 2026 and the remaining RSAs vesting in equal quarterly installments thereafter. The fair value of these time-based RSAs is determined in accordance with FASB ASC Topic 718 based on the grant date fair value estimated by the Company for financial reporting purposes, excluding the effect of estimated forfeitures. The performance-based RSUs reported reflect the grant date fair value of the award, excluding the effect of estimated forfeitures.

  125. Grants of Plan-Based Awards for Fiscal Year Ended 2025

    | Executive Compensation | | | Compensation Tables |

  126. Outstanding Equity Awards at Fiscal Year Ended 2025

    Outstanding Equity Awards at Fiscal Year Ended 2025 The following table provides information on unvested time-based RSAs and performance-based RSUs granted to the named executive officers that were outstanding on December 31, 2025.

  127. Outstanding Equity Awards at Fiscal Year Ended 2025

    | Name (a) | Stock Awards | | Equity Incentive Plan Awards | | | | Number of Shares or Units of Stock that Have Not Vested # (g) | Market Value of Shares or Units of Stock that Have Not Vested(1) $ (h) | Number of Unearned Shares, Units or Other Rights that Have Not Vested # (i) | Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested(1) $ (j) | | Martin A. Kropelnicki | 656(2) | $28,424 | 14,144(2) | $612,860 | | | 4,200(4) | 181,986 | 26,535(4) | 1,149,762 | | | 10,315(5) | 446,949 | 31,560(5) | 1,367,495 | | James P. Lynch | 672(4) | 29,118 | 3,016(4) | 130,683 | | | 1,653(5) | 71,624 | 4188(5) | 181,466 | | Michael B. Luu | 105(2) | 4,550 | 1,955(2) | 84,710 | | | 672(4) | 29,118 | 3016(4) | 130,683 | | | | | 444(3) | 19,239 | | | 1,653(5) | 71,624 | 4,188(5) | 181,466 | | Shawn C. Bunting | 87(2) | 3,770 | 1,630(2) | 70,628 | | | 672(4) | 29,118 | 3,016(4) | 130,683 | | | 1,653(5) | 71,624 | 4,188(5) | 181,466 | | Shannon C. Dean | 105(2) | 4,550 | 1,995(2) | 84,710 | | | 672(4) | 29,118 | 3,016(4) | 130,683 | | | 1,653(5) | 71,624 | 4,188(5) | 181,466 |

  128. Outstanding Equity Awards at Fiscal Year Ended 2025

    (1) The market value of the stock awards represents the product of the closing price for the Group’s common stock on the New York Stock Exchange as of December 31, 2025, which was $43.33, and the number of shares underlying each such award. (2) The time-based RSAs were granted on March 7, 2023, with 33.3% vesting on March 7, 2024, and the remaining 66.7% vesting ratably over 24 months. The performance-based RSUs represents the target payout and are for performance periods 2024, 2025, and 2026 and vest on March 7, 2026. (3) The time-based RSAs were granted on June 1, 2023, with 33.3% vesting on March 7, 2024, and the remaining 66.7% vesting ratably over 24 months The performance-based RSUs represents the target payout and are for performance periods 2024, 2025, and 2026 and vest on March 7, 2026. (4) The time-based RSAs were granted on June 5, 2024, with 33.3% vesting on March 5, 2025, and the remaining 66.7% vesting ratably over 24 months. The performance-based RSUs represents the target payout and are for performance periods 2024, 2025, and 2026 and vest on March 5, 2027. The time-based RSAs were granted on March 4, 2025, with 33.3% vesting on March 4, 2026, and the remaining 66.7% vesting ratably over 24 months. The performance-based RSUs represents the target payout and are for performance periods 2025, 2026, and 2027 and vest on March 4, 2028.

  129. Outstanding Equity Awards at Fiscal Year Ended 2025

    | Executive Compensation | | | Compensation Tables |

  130. Option Exercises and Stock Vested for Fiscal Year Ended 2025

    Option Exercises and Stock Vested for Fiscal Year Ended 2025

  131. Option Exercises and Stock Vested for Fiscal Year Ended 2025

    | Name (a) | Number of Shares Acquired on Vesting # (d) | Value Realized on Vesting $ (e) | | Martin A. Kropelnicki | 21,469 | $983,453 | | James P. Lynch | 944 | 43,750 | | Michael B. Luu | 3,284 | 150,491 | | Shawn C. Bunting | 1,294 | 59,981 | | Shannon C. Dean | 3,284 | 150,491 |

  132. Pension Benefits for Fiscal Year Ended 2025

    Pension Benefits for Fiscal Year Ended 2025 The table below shows the present value of accumulated benefits payable to each NEO, including the number of years of service credited to each officer, under the California Water Service Pension Plan (“Pension Plan”) and the SERP, each of which is described elsewhere in this Proxy Statement.

  133. Pension Benefits for Fiscal Year Ended 2025

    | Name (a) | Plan Name (b) | Number of Years Credited Service(1) # (c) | Present Value of Accumulated Benefit(2) $ (d) | Payments During Last Fiscal Year $ (e) | | Martin A. Kropelnicki(3) | California Water Service Pension Plan | 19.80 | $1,641,220 | — | | | Supplemental Executive Retirement Plan | 15.00 | 17,210,869 | — | | James P. Lynch | California Water Service Pension Plan | 2.92 | 232,066 | — | | | Supplemental Executive Retirement Plan | 2.92 | 622,197 | — | | Michael B. Luu(3) | California Water Service Pension Plan | 25.60 | 916,384 | — | | | Supplemental Executive Retirement Plan | 15.00 | 1,314,203 | — | | Shawn C. Bunting | California Water Service Pension Plan | 2.84 | 196,154 | — | | | Supplemental Executive Retirement Plan | 2.84 | 325,008 | — | | Shannon C. Dean(3) | California Water Service Pension Plan | 32.61 | 2,607,500 | — | | | Supplemental Executive Retirement Plan | 15.00 | 1,239,784 | — |

  134. Pension Benefits for Fiscal Year Ended 2025

    (1) Assumptions used in the calculation of the present value are included in footnote 12 of Group’s annual report on Form 10-K, filed with the SEC on February 27, 2026. (2) Includes amounts the NEOs may not currently be entitled to receive because such amounts are not vested. Pension values may fluctuate significantly from year-to-year depending on a number of factors including changes in the discount rate, changes in mortality rates, changes in compensation, years of service, and vesting. (3) The maximum number of years of credited service under the SERP is 15 years. Mr. Kropelnicki, Mr. Luu, and Ms. Dean have attained the maximum of 15 years of credited service. The benefits under the SERP are obtained by applying similar benefit provisions of the Pension Plan, a tax-qualified plan, to all compensation included under the Pension Plan, without regard to these limits, reduced by benefits actually accrued under the Pension Plan. Under the SERP, all eligible officers are vested after five years of service as an officer and are eligible for the full benefit after 15 years of service and at age 65. SERP participants are eligible for early retirement starting at age 55 and would receive a reduced benefit of their monthly SERP benefit upon early retirement between the ages of 55 and 65 and further adjusted if service credited is less than 15 years. Under the Pension Plan, all eligible employees, including officers, are fully vested after 35 years of service. The SERP is structured such that benefits are paid to officers on a “pay as you go” basis.

  135. Pension Benefits for Fiscal Year Ended 2025

    | Executive Compensation | | | Compensation Tables |

  136. Pension Benefits for Fiscal Year Ended 2025

    The combined maximum benefit payout under the SERP and Pension Plan achievable by an officer is 60% of the average, eligible compensation paid over the previous 36 months prior to retirement, or three highest consecutive years, whichever is higher, excluding any equity compensation. For additional description of the SERP and Pension Plan, see “Basic and Supplemental Pension Plan Benefits (SERP)” in this Proxy Statement.

  137. Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

    Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

  138. Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

    | Name (a) | Executive Contributions in Last FY(1) $ (b) | Aggregate Earnings in Last FY(1) $ (d) | Aggregate Withdrawals/ Distributions $ (e) | Aggregate Balance at Last FY(2) $ (f) | | Martin A. Kropelnicki | 362,730 | | | 5,844,881 | | Michael B. Luu | 39,238 | | | 620,490 | | Shannon C. Dean | 24,000 | | | 863,001 |

  139. Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

    (1) All of the amounts reported under “Executive Contributions in Last FY” are included in the Summary Compensation Tables shown below. None of the amounts reported under “Aggregate Earnings in Last FY” are included in the Summary Compensation Table for 2025. (2) The amounts reported under “Aggregate Balance at Last FY” that are included in the Summary Compensation Table in years prior to 2025 are as follows: Mr. Kropelnicki, $2,412,841; Mr. Luu, $350,160 and Ms. Dean, $278,000.

  140. Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

    | Name | | Salary $ | Non-Equity Incentive Plan $ | Total $ | | Mr. Kropelnicki | 2025 | 45,000 | | 45,000 | | | 2024 | | 317,730 | 317,730 | | Mr. Luu | 2025 | 23,239 | | 23,239 | | | 2024 | | 15,999 | 15,999 | | Ms. Dean | 2025 | 24,000 | | 24,000 | | | 2024 | — | — | — |

  141. Non-Qualified Deferred Compensation for Fiscal Year Ended 2025

    The Deferred Compensation Plan provides specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development, and future business success of the Group. The Deferred Compensation Plan permits the Group’s officers and eligible employees to defer up to 50% of their base salary. In addition, officers can defer up to 100% of their short-term at-risk compensation. The Group does not make any contributions to the Deferred Compensation Plan. The Deferred Compensation Plan’s investment options are similar, but not identical, to the Group’s tax-qualified 401(k) plan and are funded by a Rabbi trust created for the funding of such benefits. Benefits under the Deferred Compensation Plan are payable by the Group upon separation from service with the Group, either in lump sum at separation, in monthly installments over five years following separation, or in lump sum or installments commencing five years following separation.

  142. 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, 2025, 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

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

    | Executive Compensation | | | Compensation Tables |

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

    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 2025 and the amount shown in the column labeled “Aggregate Balance at Last FY” of the table of Non-qualified Deferred Compensation for Fiscal Year 2025 above.

  145. 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) | $166,385 | $166,385 | $3,410,885 | | | ARP(2) | 1,081,500 | 1,081,500 | 1,081,500 | | Long-Term Incentives | RSUs(3) | — | 1,835,199 | 3,130,116 | | | RSAs(4) | — | — | 657,359 | | Benefits | Accrued Vacation | — | — | — | | Total | | 1,247,885 | 3,083,084 | 8,279,860 |

  146. 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, 2025, which was $43.33. (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, 2025, which was $43.33.

  147. 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) | $65,800 | $65,800 | $1,532,200 | | | ARP(2) | 195,520 | 195,520 | 195,520 | | Long-Term Incentives | RSUs(3) | — | 147,625 | 312,149 | | | RSAs(4) | — | — | 100,742 | | Benefits | Accrued Vacation | — | — | — | | Total | | 261,320 | 408,945 | 2,140,611 |

  148. 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, 2025, which was $43.33. 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, 2025, which was $43.33.

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

    | Executive Compensation | | | Compensation Tables |

  150. 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) | $71,569 | $71,569 | $1,467,169 | | | ARP(2) | 186,080 | 186,080 | 186,080 | | Long-Term Incentives | RSUs(3) | — | 232,335 | 396,859 | | | RSAs(4) | — | — | 105,292 | | Benefits | Accrued Vacation | 94,828 | 94,828 | 94,828 | | Total | | 352,477 | 584,812 | 2,250,228 |

  151. 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, 2025, which was $43.33. (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, 2025, which was $43.33.

  152. 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) | $58,518 | $58,518 | $1,362,618 | | | ARP(2) | 173,880 | 173,880 | 173,880 | | Long-Term Incentives | RSUs(3) | — | 218,253 | 382,777 | | | RSAs(4) | — | — | 104,512 | | Benefits | Accrued Vacation | — | — | — | | Total | | 232,398 | 450,651 | 2,023,787 |

  153. 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, 2025, which was $43.33. 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, 2025, which was $43.33.

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

    | Executive Compensation | | | Compensation Tables |

  155. 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) | $53,385 | $53,385 | $1,094,385 | | | ARP(2) | 138,800 | 138,800 | 138,800 | | Long-Term Incentives | RSUs(3) | — | 232,335 | 396,859 | | | RSAs(4) | — | — | 105,292 | | Benefits | Accrued Vacation | 51,550 | 51,550 | 51,550 | | Total | | 243,735 | 476,070 | 1,786,886 |

  156. 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, 2025, which was $43.33. 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, 2025, which was $43.33.

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

    | Executive Compensation | | | 2025 CEO Pay Ratio |

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

    2025 CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate. In calculating this ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, and the methodology as described. For these purposes, we identified the median compensated employee by first including full-time, part-time, seasonal, and temporary employees, excluding the Chairman, President & CEO, for a total of 1,327 employees in the median compensation pool. We used actual salary and compensation paid in 2025, as reflected in our payroll records, 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, 2025 based on our payroll records. The 2025 annual total compensation of the median compensation of all our employees who were employed on December 31, 2025, other than our Chairman, President & CEO, was $121,734, inclusive of $3,310 of estimated non-cash present value pension changes. Mr. Kropelnicki’s 2025 annual total compensation was $6,875,256 inclusive of $2,254,426 of estimated change in present value of pension benefits. The ratio of these amounts was 1-to 56-.

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

    | Measurement | Under SEC Rules $ | Excluding Change in Present Value of Pension Benefits $ | | CEO Compensation | 6,875,256 | 4,620,830 | | Median Employee Compensation | 121,734 | 118,424 | | Ratio | 1:56 | 1:39 |

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

    | Executive Compensation | | | Pay Versus Performance |

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

    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.

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

    | 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(4) | Budget to Actual Performance (EPS)(5) | | | | | | | TSR $ | Peer Group TSR(3) $ | | | | 2025 | $6,875,256 | $3,250,025 | $1,407,430 | $891,721 | $90.04 | $89.87 | $127.8 | (4.9)% | | 2024 | 4,803,389 | 4,682,415 | 943,423 | 859,492 | 97.46 | 92.93 | 190.8 | 53.0% | | 2023 | 4,856,752 | 3,689,961 | 1,003,883 | 704,548 | 107.84 | 105.53 | 51.9 | (52.1)% | | 2022 | 3,351,529 | 3,111,318 | 820,950 | 829,540 | 123.71 | 123.42 | 96.0 | (1.7)% | | 2021 | 3,718,087 | 4,495,501 | 1,204,755 | 1,050,610 | 144.06 | 144.46 | $101.1 | 6.5% |

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

    (1) The CEO for all five reporting years was Martin Kropelnicki. The other NEOs were:

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

    | Year | CEO | Other NEOs | | 2025 | Martin Kropelnicki | James Lynch, Shawn Bunting, Michael Luu, and Shannon Dean | | 2024 | Martin Kropelnicki | James Lynch, David Healey, Shawn Bunting, Michael Luu, and Shannon Dean | | 2023 | Martin Kropelnicki | David Healey, Thomas Smegal III, Paul Townsley, Michael Luu, Ronald Webb, and Shawn Bunting | | 2022 | Martin Kropelnicki | Thomas Smegal III, Paul Townsley, Robert Kuta and Michael Luu | | 2021 | Martin Kropelnicki | Thomas Smegal III, Paul Townsley, Robert Kuta and Lynne McGhee |

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

    (2) Amounts reported in this column are based on total compensation reported for our CEOs and the average of the total compensation of our other NEOs in the Summary Compensation Table for the indicated reporting year and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. (3) Amounts reported in this column represent returns on an initial $100 investment based on the Robert W. Baird Water Utility Index, which we chose as peer group for purposes of the Pay versus Performance table. (4) Net income in 2024 includes $64.0 million of interim rate relief related to 2023 that was recorded in 2024 due to the delayed 2021 California General Rate Case decision. In accordance with SEC rules, the Group is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the company) used to link compensation actually paid to our CEO and other named executive officers to Group performance for the most recently completed fiscal year. The Group determined that the annual budget-to-actual performance of the Group meets this requirement. This performance measure compares the actual diluted earnings per share to the forecasted diluted earnings per share for the calendar year. The forecasted diluted earnings per share is adopted during the budget process by the Board of Directors each year. By adhering to budgets, management is able to demonstrate to the Board, stockholders and customers that the Group is effective at managing controllable costs and has the ability to efficiently execute its business plan.

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

    | Executive Compensation | | | Pay Versus Performance |

  167. 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

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

    | | 2025 $ | | Summary Compensation Table Reported Compensation | 6,875,256 | | Deduction for pension values reported in SCT for the covered year | (2,254,426) | | Increase for pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $64,313 | | Deduction for grant date fair value of equity awards reported in “Stock Awards” column of the SCT for the covered year | (1,950,119) | | Increase for the fair value as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | 1,752,906 | | Deduction for the change in fair value as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | (1,258,067) | | Increase for the change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | 10,293 | | Increase for the dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise reflected in the fair value of such award | 9,868 | | Total Compensation Actually Paid | 3,250,025 |

  169. Average Non-Chairman, President & CEO NEO SCT Total to CAP Reconciliation

    | Executive Compensation | | | Pay Versus Performance |

  170. 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 Group’s cumulative TSR and our peer group cumulative TSR.

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

    | Executive Compensation | | | Pay Versus Performance |