DEF 14A of American Water Works Company, Inc., Mar 24, 2026

DEF 14A of American Water Works Company, Inc.

Filed Mar 24, 2026 · FY20250001193125-26-120668

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table presents summary information about each of our 10 director nominees, as well as their standing committee memberships and positions as of the date of this proxy statement. The table below also discloses the Board’s determination as to the independence of each director nominee under the listing standards of the New York Stock Exchange, or the NYSE, relevant rules of the Securities and Exchange Commission, or the SEC, and the Board’s categorical standards for director independence. Each director is elected annually.

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Occupation | Independent? | Standing Committee Memberships/Position* | | Jeffrey N. Edwards | 65 | 2018 | Vice Chairman, New Vernon Capital (non-executive officer) | Yes | • Audit, Finance and Risk Committee (Chair) • Nominating/Corporate Governance Committee, or Nominating Committee | | John C. Griffith | 59 | 2025 | President and Chief Executive Officer of American Water (our principal executive officer) | No | None | | Lisa A. Grow | 60 | 2025 | Director, President and Chief Executive Officer of IDACORP, Inc. and Idaho Power Company | Yes | • Nominating Committee • Safety, Environmental, Technology and Operations Committee, or SETO Committee | | Laurie P. Havanec | 65 | 2022 | Retired Executive Vice President and Chief People Officer of CVS Health Corporation | Yes | • Executive Development and Compensation Committee, or ED&CC • SETO Committee | | Julia L. Johnson | 63 | 2008 | President of Net Communications, LLC | Yes | • Nominating Committee (Chair) • ED&CC | | Patricia L. Kampling | 66 | 2019 | Retired Chairman and Chief Executive Officer of Alliant Energy Corporation | Yes | • ED&CC (Chair) • Audit, Finance and Risk Committee | | Karl F. Kurz | 64 | 2015 | Private investor and Retired Chief Operating Officer, Anadarko Petroleum Corporation | Yes | Non-Executive Board Chair | | Michael L. Marberry | 67 | 2022 | Retired President and Chief Executive Officer of J.M. Huber Corporation | Yes | • SETO Committee (Chair) • Audit, Finance and Risk Committee • Nominating Committee | | Stuart M. McGuigan | 67 | 2024 | Retired Global Chief Information Officer of Fresenius Medical Care AG | Yes | • ED&CC • SETO Committee | | Raffiq Nathoo | 59 | 2025 | Managing Partner of T(X3) Sage Rock | Yes | • Audit, Finance and Risk Committee • SETO Committee |

  3. DIRECTOR NOMINEES

    | AMERICAN WATER | 2026 PROXY STATEMENT | | v |

  4. DIRECTOR NOMINEE QUALIFICATIONS, EXPERIENCE AND REPRESENTATION

    DIRECTOR NOMINEE QUALIFICATIONS, EXPERIENCE AND REPRESENTATION The following matrix highlights the key skills, qualifications, backgrounds and experiences, as well as director representation characteristics, of our director nominees. All information is based upon voluntary self-identification.

  5. DIRECTOR NOMINEE QUALIFICATIONS, EXPERIENCE AND REPRESENTATION

    | vi | | AMERICAN WATER | 2026 PROXY STATEMENT |

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  7. DIRECTOR NOMINEES

    DIRECTOR NOMINEES We have provided for each of our ten (10) director nominees a summary of biographical and committee information as of the date of this proxy statement.

  8. DIRECTOR NOMINEES

    | JEFFREY N. EDWARDS Independent Director Age 65 Director Since 2018 Committees Audit, Finance and Risk (Chair) Nominating | Other Current Public Company Boards: ● AAR CORP. (NYSE: AIR), a diversified worldwide provider of aviation and defense products and services, since 2024 ● Raymond James Financial, Inc. (NYSE: RJF), a diversified financial services company, since 2014 (serving as Lead Independent Director since 2023) Business Experience: ● Vice Chairman, New Vernon Capital, an investment advisory firm, since 2024, and Chief Operating Officer, New Vernon Capital, from 2009 to 2024 ● Various senior executive positions held during 22 years at Merrill Lynch & Co., including Vice Chairman, Chief Financial Officer and Head of Global Capital Markets Experience and Qualifications to Serve on the Board: ● Mr. Edwards’ current executive leadership position with an investment advisory firm demonstrates focus on growth and strategic planning. ● Longstanding executive experience with a leading global capital markets and financial services firm provides Mr. Edwards with a substantive understanding of many issues confronting our business, including capital markets needs, strategic planning, growth opportunities and a variety of operational matters. |

  9. DIRECTOR NOMINEES

    | JOHN C. GRIFFITH President and Chief Executive Officer Age 59 Director Since 2025 | Business Experience: ● President since August 2024, and Chief Executive Officer since May 14, 2025 ● Executive Vice President and Chief Financial Officer, from May 2022 to August 2024 ● Managing Director, Mergers and Acquisitions, Bank of America Securities, a diversified financial services company, from 2014 to May 2022 ● Chief Executive Officer, HighWave Energy, a renewable fuels start-up company, from 2008 to 2014 Experience and Qualifications to Serve on the Board: ● Mr. Griffith’s knowledge and experience regarding our business and industry by virtue of his service as our President and our Chief Executive Officer, and previously as our principal financial officer, enables him to have valuable insight regarding our strategy, operations, liquidity and financial strength, capital resources and overall administration. ● His extensive executive experience with a leading global capital markets and financial services firm, and as a principal executive officer of an operating business, provides Mr. Griffith with a deep and substantive understanding of many issues confronting our business, including with respect to capital markets, business development activities, growth and strategic planning. |

  10. DIRECTOR NOMINEES

    | 20 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  11. DIRECTOR NOMINEES

    | LISA A. GROW Independent Director Age 60 Director Since 2025 Committees Nominating SETO | Other Current Public Company Boards: ● IDACORP, Inc. (NYSE: IDA), an electric utility engaged in the generation, transmission, distribution, sale and purchase of energy, since 2020 Business Experience: ● Various senior executive positions held during over 20 years at IDACORP and Idaho Power Company § Director, President and Chief Executive Officer, from 2020 to present § President, from 2019 to 2020 § Senior Vice President and Chief Operations Officer, 2017 to 2019 Experience and Qualifications to Serve on the Board: ● Ms. Grow’s current executive leadership position and long tenure with a regulated utility reflects deep knowledge and experience in regulatory and policy matters that affect our operations. ● Ms. Grow’s significant experience in strategic leadership, operations, capital planning, legal and regulatory matters, corporate governance, risk management, customer perspective and environmental and safety matters allows her to contribute to the Board’s oversight of these core functions. |

  12. DIRECTOR NOMINEES

    | LAURIE P. HAVANEC Independent Director Age 65 Director Since 2022 Committees ED&CC SETO | Business Experience: ● Executive Vice President, Chief People Officer, CVS Health Corporation, a health solutions company, from 2021 to 2024 ● Executive Vice President, Chief People Officer, Otis Worldwide Corporation, an elevator and escalator manufacturing, installation and service company, from 2019 to 2021 ● Vice President, Talent, United Technologies Corporation, from 2017 to 2019 ● Vice President, Human Resources-Institution Business, Aetna Inc., from 2013 to 2017 ● Vice President, Talent Management and Human Resources, Aetna International Business, Aetna Inc., from 2012 to 2013 Experience and Qualifications to Serve on the Board: ● Ms. Havanec’s executive leadership background demonstrates strategic experience managing issues involving human resources and capital management, talent acquisition and development, change management, sustainability and governance, and culture. ● Her longstanding human resources experience across various public companies provides Ms. Havanec with deep substantive understanding on a wide range of issues confronting our business, including, for example: compensation and benefits; executive succession planning; employee safety; and labor and employee relations. |

  13. DIRECTOR NOMINEES

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 21 |

  14. DIRECTOR NOMINEES

    | JULIA L. JOHNSON Independent Director Age 63 Director Since 2008 Committees Nominating (Chair) ED&CC | Other Current Public Company Boards: ● MasTec, Inc. (NYSE: MTZ), a utility infrastructure contractor, since 2002 Past Public Company Boards: ● FirstEnergy Corp., a transporter and producer of energy, from 2011 to 2022 ● NorthWestern Corporation, a transporter and producer of energy, from 2004 to 2021 Business Experience: ● President of Net Communications, LLC, a strategy consulting firm specializing in the communications, energy and information technology public policy arenas, since 2001 Experience and Qualifications to Serve on the Board: ● Ms. Johnson’s service on a state public service commission with regulatory oversight over Florida’s electric, telecommunications and water and wastewater industries, as well as her current leadership of a firm specializing in regulatory analysis and legal strategy, enables her to provide valuable perspectives on regulatory and public policy matters affecting our operations. ● Ms. Johnson’s current and past public company board experience enables her to share with the Board relevant and experiential insights on a variety of public company matters, including corporate governance. |

  15. DIRECTOR NOMINEES

    | PATRICIA L. KAMPLING Independent Director Age 66 Director Since 2019 Committees ED&CC (Chair) Audit, Finance and Risk | Other Current Public Company Boards: ● Xcel Energy Inc. (Nasdaq: XEL), a utility holding company, since 2020 ● Board of Trustees, Fidelity’s Equity and High Income Funds, since May 2020, and Advisory Board Member, from February 2020 to May 2020 Past Public Company Boards: ● Briggs and Stratton Corporation, a producer of gasoline engines for outdoor power equipment, from 2011 to 2021 ● Alliant Energy Corporation, an investor-owned public utility holding company, from 2012 to 2019 Business Experience: ● Chief Executive Officer and Chairman of the Board, Alliant Energy Corporation, from 2012 to 2019 ● Board Member, American Transmission Company, a privately held electricity transmission and distribution utility company, from 2011 to 2019 Experience and Qualifications to Serve on the Board: ● Ms. Kampling’s experience in strategic leadership, operations, customer perspective, legal and regulatory, human resources/executive compensation, risk management and environmental and safety matters allows her to contribute significantly to the Board’s oversight on these core strategic functions. ● Ms. Kampling’s advocacy for human capital management, workforce development, and community vitality provides the Board with valuable insights on our focus on people, social responsibility and operational excellence. |

  16. DIRECTOR NOMINEES

    | 22 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  17. DIRECTOR NOMINEES

    | KARL F. KURZ Board Chair Independent Director Age 64 Director Since 2015 Board Chair Since 2018 | Other Current Public Company Boards: ● Devon Energy Corporation (NYSE: DVN), a U.S. energy producer, since 2021 ● Texas Pacific Land Corporation (NYSE: TPL), an owner of land in the State of Texas, since 2022 Past Public Company Boards: ● Royal Helium Ltd., a company focused on the exploration and development of primary helium in southern Saskatchewan, from May 2023 to January 2025 ● WPX Energy, Inc., from 2014 until its merger of equals with Devon Energy Corporation in 2021 ● SemGroup Corporation, from 2009 to 2019 Business Experience: ● Mr. Kurz is a private investor in the energy industry ● Various executive and management positions with Anadarko Petroleum Corporation, Vastar Resources, Inc. and ARCO Oil and Gas Company Experience and Qualifications to Serve on the Board: ● Mr. Kurz’s long history of working in the oil and gas industry is invaluable with respect to the national water-energy nexus discussion, smart water grid development and water supply issues. ● His experience in finance and capital markets brings additional insights to us and the Board regarding our operations, including with respect to liquidity and capital resources. |

  18. DIRECTOR NOMINEES

    | MICHAEL L. MARBERRY Independent Director Age 67 Director Since 2022 Committees SETO (Chair) Audit, Finance and Risk Nominating | Past Public Company Boards: ● AdvanSix Inc., a manufacturer of nylon resin and other related chemical intermediates, from 2016 to 2023 ● Sigma-Aldrich Corporation, a global life sciences and biotechnology company, from 2012 to 2015 Business Experience: ● Various senior executive positions over 25 years at J.M. Huber Corporation, a global, family-owned, specialty engineered materials manufacturing company, including: § President and Chief Executive Officer, from 2009 to 2022 § President, Huber Engineered Materials, from 2006 to 2009 § Chief Financial Officer, from 2002 to 2006 § Senior Vice President, Corporate Strategy and Development, from 1997 to 2002 Experience and Qualifications to Serve on the Board: ● Mr. Marberry’s long history of executive experience in the chemical manufacturing industry provides invaluable insights to the Board with respect to technology and water infrastructure and supply issues. ● His experience in finance and capital markets, occupational and safety processes, environmental management, and business development brings additional insights regarding safety, growth, sustainability and operational execution, among other areas. |

  19. DIRECTOR NOMINEES

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 23 |

  20. DIRECTOR NOMINEES

    | STUART M. McGUIGAN Independent Director Age 67 Director Since 2024 Committees ED&CC SETO | Other Public Company Boards: ● Enhabit, Inc. (NASDAQ: EHAB), a provider of home health and hospice services, since March 2023 Business Experience: ● Global Chief Information Officer, Fresenius Medical Care AG, a provider of products and services for people with chronic kidney failure, from 2023 to 2024 ● Chief Information Officer, U.S. Department of State, from 2019 to 2021 ● Chief Information Officer, Johnson & Johnson, from 2012 to 2019 ● Chief Information Officer, CVS Caremark, Inc., from 2008 to 2012 Experience and Qualifications to Serve on the Board: ● Mr. McGuigan’s long history of executive experience in navigating cybersecurity and technology risks and related regulatory compliance in various industries and for the U.S. government provides invaluable insights to the Board with respect to cybersecurity risk management and technology innovation. ● His experience with implementing and managing information technology systems and developing enterprise applications brings additional insights regarding information management, human resources, finance and operational excellence, among other areas. |

  21. DIRECTOR NOMINEES

    | RAFFIQ NATHOO Independent Director Age 59 Director Since 2025 Committees Audit, Finance and Risk SETO | Other Public Company Boards: ● Cabot Corporation (NYSE: CBT), a global specialty chemicals and performance materials company, since May 2022 Business Experience: ● Managing Partner of T(X3)Sage Rock, a private investment management firm, since August 2019 ● Executive-in-Residence, New Mountain Capital, an alternative asset management firm, from 2015 to 2017 ● Senior Managing Director, The Blackstone Group, a global investment and financial advisory firm, from 2000 to 2014 ● Various positions, including Managing Director, at The Blackstone Group, from 1991 to 1999 Experience and Qualifications to Serve on the Board: ● Mr. Nathoo has significant leadership experience, international financial and capital markets expertise, both as an investor and an M&A advisor, and possesses broad strategic planning and risk management experience. ● Mr. Nathoo’s strategic, financial and transactional advisory experience with utilities and other companies provides him with insights and perspectives regarding corporate strategy, capital allocation, business development and growth initiatives. |

  22. DIRECTOR NOMINEES

    | 24 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION As described in the table below, during 2025, our non-employee directors received annual cash retainers, paid in quarterly installments, for their service on the Board. Additionally, each non-employee director received an annual equity grant of approximately $175,000 ($275,000 for the Board Chair). Our CEOs serving as such during 2025 did not receive any additional compensation for serving as a director. Our non-employee director cash compensation as of the date of this proxy statement is as follows:

  24. DIRECTOR COMPENSATION

    | Director | Annual Cash Retainer | | Board Chair | $200,000 | | Audit, Finance and Risk Committee Chair | $145,000 | | ED&CC, Nominating Committee and SETO Committee Chairs | $140,000 | | Other Non-Employee Directors | $120,000 |

  25. DIRECTOR COMPENSATION

    We do not pay our directors a separate fee for attendance at Board or committee meetings. For calendar year 2025, Aon Human Capital Solutions, or Aon, the ED&CC’s independent compensation consultant, reviewed American Water’s non-employee director pay program for market competitiveness. The review determined that the cash and equity compensation paid to our non-employee directors and our Board Chair were positioned at the median of our 2025 peer group (as defined below in “Compensation Discussion and Analysis—Compensation Determinations and Pay Competitiveness in 2025” beginning on page 34 of this proxy statement), and that our Board Chair’s total direct compensation was positioned at the median for non-executive chairpersons among the companies in our 2025 peer group with a non-executive chairperson. As a result of the review, and based on, among other things, data and analyses provided by Aon, the ED&CC recommended, and the independent members of the Board approved, an increase in the annual director base equity grant from $165,000 to $175,000, and an increase in the equity premium paid to our non-executive Board Chair from $95,000 to $100,000, which brought the directors’ and the Board Chair’s total direct compensation to the 75th percentile of the compensation peer group. This compensation decision was effective as of May 14, 2025. No other changes were made to the cash retainer or to the premiums paid to our non-executive Board Chair or the committee chairs. Equity compensation for our non-employee directors is paid in the form of stock units under our 2017 Omnibus Plan. The actual number of stock units granted is based on the closing price of our common stock on the date of grant, which is typically the date the director is elected or re-elected to the Board. The stock units vest on the date of grant and the shares underlying the stock units are distributed to the directors as soon as administratively practicable after the date of grant. Non-employee directors are reimbursed for reasonable expenses incurred in attending Board and committee meetings or other Company-related functions, and reasonable and necessary expenses incurred for attending up to one director continuing education program each year.

  26. DIRECTOR COMPENSATION

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 27 |

  27. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table presents information regarding compensation earned or paid in 2025 as to each person who served as a non-employee member of the Board during that year. The table does not include amounts paid for reimbursement of travel expenses related to attending Board and committee meetings or other Company related functions, or any reimbursement of director educational expenses, and does not include compensation earned or paid as to the CEO. See “Executive Compensation” beginning on page 47 of this proxy statement for information relating to the CEO’s compensation.

  28. DIRECTOR COMPENSATION TABLE

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jeffrey N. Edwards | $145,000 | $175,037 | $— | $320,037 | | Martha Clark Goss (3) | $60,000 | $—(4) | $25,594 | $85,594 | | Lisa A. Grow | $41,739 | $124,949(5) | $— | $166,688 | | Kimberly J. Harris (6) | $35,000 | $— | $— | $35,000 | | Laurie P. Havanec | $120,000 | $175,037 | $— | $295,037 | | Julia L. Johnson | $132,637 | $175,037(7) | $43,220 | $350,894 | | Patricia L. Kampling | $140,000 | $175,037 | $— | $315,037 | | Karl F. Kurz | $200,000(8) | $275,000 | $— | $475,000 | | Michael L. Marberry | $140,000(9) | $175,037 | $— | $315,037 | | Stuart M. McGuigan | $140,870 | $175,037 | $— | $315,907 | | Raffiq Nathoo | $67,253 | $162,459(10) | $— | $229,712 |

  29. DIRECTOR COMPENSATION TABLE

    | (1) The amounts shown in this column reflect the grant date fair value of the stock units granted to the directors as part of their annual retainer. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718. See Note 10—Stock Based Compensation, in the Notes to Consolidated Financial Statements included in the 2025 Form 10-K for the assumptions used in determining grant date fair value. |

  30. DIRECTOR COMPENSATION TABLE

    | (2) Represents dividend equivalents paid in cash in 2025 at the time of the distribution of shares underlying stock unit awards. |

  31. DIRECTOR COMPENSATION TABLE

    | (3) Ms. Goss served as a member of the Board until May 14, 2025. |

  32. DIRECTOR COMPENSATION TABLE

    | (4) All outstanding stock units and related dividend equivalents were paid to Ms. Goss when she retired. |

  33. DIRECTOR COMPENSATION TABLE

    | (5) Ms. Grow was initially elected to the Board on August 26, 2025 and received a prorated equity award based on the date of such election. |

  34. DIRECTOR COMPENSATION TABLE

    | (6) Ms. Harris served as a member of the Board until March 24, 2025. |

  35. DIRECTOR COMPENSATION TABLE

    | (7) As of December 31, 2025, Ms. Johnson held 2,781 director stock units. |

  36. DIRECTOR COMPENSATION TABLE

    | (8) Mr. Kurz elected to defer the receipt of 100 percent of his 2025 annual cash retainer fees. |

  37. DIRECTOR COMPENSATION TABLE

    | (9) Mr. Marberry elected to defer the receipt of 50 percent of his 2025 annual cash retainer fees. |

  38. DIRECTOR COMPENSATION TABLE

    | (10) Mr. Nathoo was initially elected to the Board on June 9, 2025 and received a prorated equity award based on the date of such election. |

  39. DIRECTOR COMPENSATION TABLE

    We did not grant stock options to non-employee directors in 2025 and none of the non-employee directors held any Company stock options as of December 31, 2025.

  40. DIRECTOR COMPENSATION TABLE

    | 28 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  41. Compensation Program Overview

    | • | our LTPP, which is our long-term equity compensation program. |

  42. Summary of Executive Compensation Practices

    | | | | We do: | We do not: | | • Tie a considerable portion of executive pay to company performance • Weight equity compensation heavily towards performance stock units • Utilize an independent compensation consultant • Require executives to abide by stock ownership guidelines and stock retention requirements • Subject all incentive-based compensation to clawback provisions • Complete an annual compensation program risk assessment, overseen by the ED&CC • Utilize double-trigger vesting of equity awards upon a change of control • Provide reasonable and customary severance arrangements to NEOs | • Provide excise tax gross-ups in our change of control arrangements • Provide employment agreements to our NEOs, other than customary employment offer letters • Allow hedging, pledging or short selling of our common stock by employees or directors • Allow buying of our common stock on margin by employees or directors • Provide excessive perquisites for executives • Distribute dividend equivalents on equity awards before they vest • Allow executives to sell or transfer stock if not in compliance with stock ownership guidelines, subject to exceptions • Provide for a supplemental executive retirement plan open to new participants |

  43. COMPENSATION DETERMINATIONS AND PAY COMPETITIVENESS IN 2025

    Through its review of relevant benchmarking data and executive compensation trends presented by its independent compensation consultant, the ED&CC is able to assess competitive market compensation practices. Two of the primary ways that the ED&CC evaluates and benchmarks our executive compensation arrangements and practices are to review them against companies in our compensation peer group, as described below, as well as market data in a Willis Towers Watson study comprised of 60 percent weighting on publicly traded utilities and 40 percent weighting on general industry companies. The ED&CC believes that there is a strong likelihood that a NEO’s skills will be transferable among these companies, and thus we would expect to compete with these companies and others for NEO talent. The ED&CC referred to all of this benchmarking data as part of its review of compensation practices and trends. In September 2024, the composition of our compensation peer group was reviewed by Aon and was reassessed by the ED&CC as part of its annual review to consider structural and methodology changes, as well as corporate transactions or other events that may affect the comparability of one or more of the constituent companies. In reviewing the appropriateness of our peer group companies, the ED&CC considers factors that most reflect our primary business of owning water and wastewater utilities subject to economic regulation by state utility commissions or similar entities, including, in decreasing order of relevance, consolidated total assets, market capitalization and consolidated revenues of companies that primarily operate as a regulated utility. After consideration of these factors, only companies that primarily operate as a regulated utility were selected as peer companies. In connection with this review, the ED&CC approved the peer group for 2025 without any changes from the 2024 peer group. Throughout 2025, compensation benchmarking decisions and grants of PSU awards based upon relative TSR were made using the 2025 peer group set forth in the table below.

  44. COMPENSATION DETERMINATIONS AND PAY COMPETITIVENESS IN 2025

    | 2025 American Water Works Company, Inc. Compensation Peer Group | | | | Alliant Energy Corporation | Entergy Corporation | OGE Energy Corp. | | Ameren Corporation | Essential Utilities, Inc. | Pinnacle West Capital Corporation | | Atmos Energy Corporation | Evergy, Inc. | PPL Corporation | | CenterPoint Energy, Inc. | Eversource Energy | Public Service Enterprise Group Incorporated | | CMS Energy Corporation | NiSource Inc. | WEC Energy Group, Inc. |

  45. Compensation Philosophy and Objectives

    | • | incentivize all of our NEOs to achieve superior financial and non-financial performance measures that align with safety, growth, customers, operational excellence and people, all of which we believe lead to long-term financial strength and value creation without incentivizing excessive risk- taking; |

  46. Compensation Philosophy and Objectives

    | • | focus pay on an appropriate mix of short- and long-term performance, with a proportionately greater emphasis on long-term compensation; |

  47. Compensation Philosophy and Objectives

    | • | build long-term, sustainable value for shareholders by emphasizing long-term performance- and equity-based compensation, and de-emphasizing short-term, cash-based compensation; |

  48. Compensation Philosophy and Objectives

    | • | align our core strategies with our short-term APP performance measures; |

  49. Base Salaries

    Base Salaries For 2025, the ED&CC approved base salaries as reflected in the table below. The ED&CC reviews base salary in the context of responsibilities, experience, relevant benchmarking data, and individual performance of each NEO. The following table sets forth the base salaries of our NEOs as of the end of the 2024 and 2025 calendar years or the end of employment date for former employees, and the percentage change from 2024. As part of the annual salary review, Mr. Griffith’s base salary was increased to $988,000 effective February 18, 2025. Mr. Griffith’s base salary was reassessed upon his promotion as the Company’s President and CEO, and his salary was further increased accordingly to $1,050,000 effective May 14, 2025. Following the ED&CC’s annual review of market compensation data, Mr. Bowler’s base salary was increased by 10 percent to better align his base salary within the competitive range of the benchmarking data.

  50. 2025 Annual Performance Plan

    2025 Annual Performance Plan The APP is designed to provide a portion of a NEO’s at-risk compensation to be paid upon the achievement of our annual business objectives. The APP provides an opportunity for NEOs to earn cash payouts tied to the satisfaction of annual corporate performance goals. The 2025 target award opportunity for all NEOs was equal to a percentage of each NEO’s base salary, based on the individual’s position with American Water. An APP award target is set by the ED&CC, together with the NEO’s other elements of compensation, in an effort to align the NEO’s annual total direct compensation generally with market pay for their position. Effective May 14, 2025, Mr. Griffith’s APP target was increased from 100 percent to 120 percent of his base salary on a prorated basis to reflect his promotion to President and CEO. Information used to calculate the 2025 APP award payouts for all of our NEOs is included in the table below.

  51. 2025 Annual Performance Plan

    | Named Executive Officer | Percentage of Base Salary | 2025 APP Target (1) | 2025 APP Payout Percentage | 2025 APP Award | | John C Griffith | 120% | $1,155,891 | 141.5% | $1,635,585 | | M. Susan Hardwick (2) | 125% | $516,267 | 141.5% | $— | | David M. Bowler | 80% | $478,214 | 141.5% | $676,673 | | Cheryl Norton | 90% | $666,749 | 141.5% | $943,449 | | Stacy A. Mitchell | 70% | $405,062 | 141.5% | $573,163 | | Maureen Duffy | 60% | $279,000 | 141.5% | $394,785 | | Melanie M. Kennedy (3) | 65% | $50,923 | 141.5% | $72,056 |

  52. 2025 Annual Performance Plan

    | 36 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  53. 2025 Annual Performance Plan

    | (1) Target amounts were based on the prorated base salaries earned in 2025. For Mr. Griffith, the target amount was also prorated based on the effective date of his respective APP target percentage change. |

  54. 2025 Annual Performance Plan

    | (2) Ms. Hardwick did not receive an award payout in accordance with the retirement provisions of the APP. See “—Compensation Related to Leadership Transitions” beginning on page 41 for additional information on compensation related to her leadership transition. |

  55. 2025 Annual Performance Plan

    | (3) Ms. Kennedy’s award payout was prorated based on her separation from service effective date. See “—Compensation Related to Leadership Transitions” beginning on page 41 for additional information on compensation related to her separation from service. |

  56. 2025 Annual Performance Plan

    The APP performance measures selected for 2025 align with core business strategies of growth, customers, safety, operational excellence (in this case, environmental leadership) and people. The following table provides details on each performance measure.

  57. 2025 Annual Performance Plan

    | Strategy/ Stakeholder | Performance Measure | How We Calculate the Measure | Why We Use this Measure | | Growth | Adjusted EPS | Adjusted EPS is a non-GAAP measure that is calculated as diluted EPS calculated in accordance with GAAP as reported in the Company’s audited consolidated financial statements, adjusted to eliminate the impact of the items shown in Part B of Appendix A. | Adjusted EPS is a key measure of our financial and operational success, and achieving our earnings and strategic goals creates long-term shareholder value, provides greater total return to our shareholders, and benefits customers by contributing to strong credit metrics to provide for cost-effective financing of necessary capital and operational investments. | | Customers | Customer Satisfaction | A quarterly survey is conducted by a third-party firm of random regulated water and wastewater customers, and the results are based on the number of states in the top quartile of the survey. | We are committed to delivering the best customer experience, setting our goal to achieve top customer satisfaction. Our service quality and ability to satisfy our customers are closely tied to the trust our customers extend to us each day. | | Safety | Serious Injury Incidence Rate (SIIR) | SIIR is a safety measure used to calculate the frequency and severity of workplace injuries and illnesses by taking the number of incidents during the calendar year multiplied by 200,000 and divided by total hours worked. | SIIR allows us to continue our momentum toward becoming an industry leader with respect to safety by providing focus on preventing severe injuries in the workplace. | | | Days Away, Restricted or Transferred (DART) Severity Rate | DART injury rate is a metric used by OSHA to measure the impact of workplace injuries and illnesses as recordable injuries that resulted in days away from work, work restrictions, or job duty/position transfer in the calendar year per 100 employees. | DART reflects serious incidents that result in the employee being placed in restricted duty or time away from work. This aligns with both our safety and people strategies as we believe that our employees should return home in the same or better condition than when they arrived at work. | | Environmental Leadership | Drinking Water Compliance Notices of Violation | This metric is determined by counting the overall number of drinking water notices of violation, or NOVs, received by the Company in accordance with internally established procedures, which may exclude NOVs for newly acquired systems and third-party violations, among others. | As part of our sustainability initiatives, we are committed to protecting the environment and maintaining our history of materially complying with, and in many cases, surpassing, minimum standards required by applicable laws and regulations. | | | Drinking Water Quality NOVs | This metric is determined by counting the overall number of drinking water NOVs for maximum contaminant level exceedances received by the Company in accordance with internally established procedures, which may exclude NOVs related to newly acquired systems and associated with third-party violations, among others. | We are committed to excellent water quality and maintaining our history of materially complying with, and in many cases, surpassing, minimum standards required by applicable laws and regulations. | | People | Women Representation | This people metric is determined by dividing the number of employees who self-identify as female by the total employee headcount. | We are committed to an inclusive workforce where our employees bring experiences and perspectives to assist with the needs of our customers and communities. | | | Ethnic and Racial Diversity Representation | This people metric is determined by dividing the number of employees who self-identify as a member of a diverse racial or ethnic group by the total employee headcount. | |

  58. 2025 Annual Performance Plan

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 37 |

  59. 2025 Annual Performance Plan

    The maximum payout for each of the performance measures is 200 percent of target. The ED&CC certifies the APP payout percentage, using the actual performance of each measure, as soon as reasonably practicable after the end of the year. The APP payout percentage is then computed by adding the weighted results achieved for each performance measure. The ED&CC has implemented guidelines to permit management to make adjustments to EPS for purposes of computing APP performance achievement based on EPS, to the extent greater than $0.02 per share (this $0.02 limitation was removed for new adjustments reviewed by the ED&CC on or after December 2025). The ED&CC retains authority to approve APP performance adjustments. Please see Part B of Appendix A for details on Adjusted EPS. The following table presents information regarding each of the performance measures used to determine the APP payout percentage, including the threshold, target and maximum performance levels for each measure, as well as the weighting assigned to each measure. If the threshold performance level for a performance measure is not exceeded, there is no payout for that measure. The APP performance measures for 2025 were consistent with those used for fiscal 2024, except for fiscal 2025, the ED&CC replaced the OSHA Recordable Injury Rate measure with the SIIR measure. The SIIR measure was assigned a weighting of 7.5 percent, and the DART Severity Rate measure was reduced from 10 percent to 7.5 percent. Both changes were implemented to provide additional focus on preventing serious injury incidents within the workplace.

  60. 2025 Annual Performance Plan

    | Performance Measure | Corporate Performance Factor Percentage | Threshold Performance (Weighting) | Target Performance (Weighting) | Maximum Performance (Weighting) | Actual Performance (Percentage Earned) | | Growth: Adjusted EPS (1) | 50.0% | $5.52 (0.0%) | $5.62 (50.0%) | $5.72 (100.0%) | $5.66 (70.0%) | | Customer: Customer Satisfaction | 15.0% | 0 (0.0%) | 4 (15.0%) | 8 (30.0%) | 3 (11.25%) | | Safety: SIIR (2) | 7.5% | 0.09 (0.0%) | 0.04 (7.5%) | 0.01 (15.0%) | 0.00 (15.0%) | | Safety: DART Severity Rate (2) | 7.5% | 0.67 (0.0%) | 0.39 (7.5%) | 0.15 (15.0%) | 0.19 (13.75%) | | Environmental Leadership: Drinking Water Compliance | 5.0% | 13 (0.0%) | 6 (5.0%) | 4 (10.0%) | 5 (7.5%) | | Environmental Leadership: Drinking Water Quality | 10.0% | 4 (0.0%) | 2 (10.0%) | 0 (20.0%) | 0 (20.0%) | | People: Women Representation | 2.5% | 24.0% (0.0%) | 25.0% (2.5%) | 27.0% (5.0%) | 24.7% (1.75%) | | People: Ethnic and Racial Diversity Representation | 2.5% | 20.0% (0.0%) | 21.0% (2.5%) | 23.0% (5.0%) | 20.9% (2.25%) |

  61. 2025 Annual Performance Plan

    | (1) Adjusted EPS is a non-GAAP measure. See Part B of Appendix A for a reconciliation. |

  62. 2025 Annual Performance Plan

    | (2) This goal would not have been earned in the event of a preventable employee fatality during the year. The Company experienced an employee fatality in 2025, which was determined by the ED&CC to have not been preventable for the purpose of certifying the actual performance rate and percentage earned for this goal. |

  63. 2025 Annual Performance Plan

    Based upon our performance with regard to the financial and non-financial performance measures, the ED&CC certified an APP payout of 141.5 percent. Cash awards under the APP are generally paid to participants by March 15 of the year following the performance year.

  64. 2025 Long-Term Performance Plan

    2025 Long-Term Performance Plan The LTPP is designed to incentivize eligible participants to achieve our long-term business objectives by providing an opportunity to earn equity awards tied to our long-term goals and continued employment with the Company. The 2025 LTPP awards are weighted 30 percent to time-based RSUs and 70 percent to PSUs, with the PSU component consisting of three performance measures: compounded EPS growth weighted at 35 percent of the total LTPP award, TSR relative to the

  65. 2025 Long-Term Performance Plan

    | 38 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  66. 2025 Long-Term Performance Plan

    companies in the 2025 peer group weighted at 20 percent of the total LTPP award, and ROE weighted at 15 percent of the total LTPP award. Generally, our RSU awards vest ratably over an approximate three-year period while a participant remains employed with us. PSU awards generally are earned ratably over a three-year performance period while employed, and the vesting of each PSU award is determined by the ED&CC following the end of the three-year performance period based on the satisfaction of pre-determined performance goals. To the extent an RSU award is unvested or a PSU award has not been earned, it is generally forfeited once a participant ceases to be employed with us or if the performance goals are not achieved; however, LTPP awards to certain NEOs may continue to be earned and/or vest after an early or normal retirement. See “—Ongoing and Post-Employment Arrangements and Benefit Plans—Terms of Outstanding Equity Grants” beginning on page 44 of this proxy statement for additional details. The aggregate target market value of LTPP awards was based on a percentage of each NEO’s 2025 base salary. The following LTPP target adjustments were made for 2025:

  67. 2025 Long-Term Performance Plan

    | • | Effective May 14, 2025, Mr. Griffith’s LTPP target was increased from 340 percent to 430 percent to reflect his promotion as President and CEO. |

  68. 2025 Long-Term Performance Plan

    | • | Mr. Bowler’s 2025 LTPP target was increased from 160 percent to 210 percent, and Ms. Mitchell’s 2025 LTPP target was increased from 150 percent to 165 percent. These increases were to maintain Mr. Bowler’s and Ms. Mitchell’s total direct compensation within the competitive range of the benchmarking data. |

  69. 2025 Long-Term Performance Plan

    Generally, LTPP awards are granted by the ED&CC in February of each year, and additional LTPP awards may otherwise be granted to a NEO based on the reassessment of their job responsibilities or the appointment to a new position. The following table presents a summary, based on target market value, of LTPP awards granted in 2025 for all NEOs. Information regarding the number of shares underlying these awards is found in “Executive Compensation—2025 Grants of Plan-Based Awards” beginning on page 50 of this proxy statement.

  70. 2025 Long-Term Performance Plan

    | Named Executive Officer | LTPP Target Award as a Percentage of Base Salary | Aggregate Target Market Value of LTPP Awards | Aggregate Market Value of RSUs | Aggregate Target Market Value of PSUs (TSR) | Aggregate Target Market Value of PSUs (EPS) | Aggregate Target Market Value of PSUs (ROE) | | John C. Griffith (1) | 430% | $4,093,733 | $1,228,224 | $818,773 | $1,432,755 | $613,981 | | M. Susan Hardwick | 435% | $4,893,756 | $1,468,178 | $978,700 | $1,712,853 | $734,025 | | David M. Bowler | 210% | $1,270,555 | $381,128 | $254,086 | $444,713 | $190,628 | | Cheryl Norton | 245% | $1,826,416 | $547,976 | $365,232 | $639,284 | $273,924 | | Stacy A. Mitchell | 165% | $961,914 | $288,549 | $192,408 | $336,619 | $144,338 | | Maureen Duffy | 120% | $558,022 | $167,356 | $111,655 | $195,333 | $83,678 | | Melanie M. Kennedy (2) | 120% | $585,618 | $175,622 | $117,124 | $204,998 | $87,874 |

  71. 2025 Long-Term Performance Plan

    | (1) Mr. Griffith’s aggregate LTPP target market value was prorated based on his LTPP target percentage change and base salary change effective May 14, 2025. |

  72. 2025 Long-Term Performance Plan

    | (2) Ms. Kennedy’s 2025 LTPP awards were forfeited upon the effective date of her separation from service based on the terms of the LTPP and her grant documents. |

  73. 2025 Long-Term Performance Plan

    The following table presents information regarding the performance measures and payout curves related to the PSUs granted in 2025. Compounded EPS growth is based on the rate of EPS growth, compounded annually over the three-year period from January 1, 2025 through December 31, 2027, over our 2024 adjusted EPS. Compounded EPS growth is a key performance measure that links achievement of our financial and strategic goals to the creation of long-term shareholder value. Relative TSR is based on American Water’s total shareholder return compared to the total shareholder return performance of the companies in the 2025 peer group, during the three-year performance period from January 1, 2025 through December 31, 2027, assuming reinvestment of dividends during the performance period. The TSR metric enables us to encourage performance that increases shareholder value and also increases it to an extent that compares favorably relative to the companies in our 2025 peer group. The ROE measure is based on the three-year average from January 1, 2025 through December 31, 2027, using a five-quarter average shareholders’ equity for each year. ROE is a key performance measure that

  74. 2025 Long-Term Performance Plan

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 39 |

  75. 2025 Long-Term Performance Plan

    aligns our interests with those of our shareholders by measuring our ability to efficiently generate profits relative to shareholders’ equity. The payout curves for each of these performance measures were approved by the ED&CC in December 2024 and were reflective of the relevant period of our long-term, five-year financial plan that was reviewed and approved by the Board. Any adjustments to earnings with respect to the 2025 LTPP awards will be consistent with those applied to the APP financial measure. The ED&CC retains the authority to approve LTPP performance adjustments. We do not grant, and since 2017 have not granted, options as part of the LTPP. For this reason, the Company has not adopted a policy or practice on the timing of awards of options in relation to the disclosure of material nonpublic information.

  76. Performance Vesting of PSUs Granted in 2023

    Performance Vesting of PSUs Granted in 2023 In 2023, we granted two equally weighted types of PSUs to all of our NEOs: one with a three-year performance measure based on TSR relative to companies in our 2023 peer group, and the other with a three-year performance measure based on the annual rate of our compounded adjusted EPS growth. The payouts of the two types of PSUs are summarized in the table below:

  77. Performance Vesting of PSUs Granted in 2023

    | Performance Measure | Threshold Performance (Weighting) | Target Performance (Weighting) | Maximum Performance (Weighting) | Actual Performance | Percentage of Target Award Earned | | Relative Total Shareholder Return | 25th percentile (25%) | 50th percentile (100%) | 90th percentile (200%) | 6th percentile | 0.00% | | Compounded Adjusted EPS Growth Rate | 5.8% (0%) | 6.8% (100%) | 8.0% (200%) | 7.86% (1) | 188.33% |

  78. Performance Vesting of PSUs Granted in 2023

    | (1) See Part C of Appendix A for a calculation of actual performance for the 2023 PSU awards. |

  79. Performance Vesting of PSUs Granted in 2023

    Actual performance is based on the rate of EPS growth, compounded annually over the three-year period from January 1, 2023 through December 31, 2025, over our 2022 EPS. The ED&CC certified the achievement of the requisite PSU performance measures in February 2026.

  80. Performance Vesting of PSUs Granted in 2023

    | 40 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  81. Compensation Related to Leadership Transitions

    Compensation Related to Leadership Transitions In connection with Ms. Hardwick’s successful transition of her CEO role to Mr. Griffith, Ms. Hardwick received compensation based on the value of her prorated award opportunity under the 2025 APP ($730,518 based on actual performance), a pro-forma base salary adjustment for 2025, and limited continuation of health and welfare benefits, resulting in an aggregate amount of $800,000. The ED&CC recommended and the independent members of the Board approved the payment to Ms. Hardwick. In connection with Ms. Kennedy’s separation from service, which was subject to the terms of the Executive Severance Policy as a termination without cause, the ED&CC approved a severance agreement and general release for Ms. Kennedy whereby her last day of employment with the Company was March 1, 2025. In consideration for entering into the severance agreement and executing and not revoking a release of claims in favor of the Company, Ms. Kennedy received cash severance equal to $787,953, a prorated performance-based 2025 APP award equal to $72,056 and limited Company-paid continued health and welfare benefits.

  82. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Nonqualified Savings and Deferred Compensation Plan for Employees of American Water Works Company, Inc. and its Designated Subsidiaries, or the Employee Deferred Compensation Plan, enables participants to defer up to 20 percent of their base salary and up to 100 percent of their APP payout and provides benefits in excess of the maximum benefits that may be provided under the Savings Plan as a result of limits imposed by the Code. We refer to compensation in excess of those limits as “excess compensation.” Each of our NEOs is eligible to participate in the Employee Deferred Compensation Plan. We provide matching contributions on excess compensation using the same matching formulas as described above under the Savings Plan. In addition, for participants rehired or hired on or after January 1, 2006 (for 2025, all NEOs except Mses. Norton and Duffy), we provide an employer defined contribution that is equal to 5.25 percent of the participant’s APP award plus the participant’s base salary in excess of the compensation limit imposed by the Code. Each participant may allocate amounts credited to their account among several notional investments, and the value of the account will be increased or

  83. Nonqualified Deferred Compensation Plan

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 43 |

  84. Nonqualified Deferred Compensation Plan

    decreased to reflect returns under the selected notional investments. The participant may elect to receive payment of deferred amounts in a lump sum or in annual installments, on or beginning at separation from service or a specified distribution date. See “Executive Compensation—2025 Nonqualified Deferred Compensation” beginning on page 55 of this proxy statement for additional information.

  85. Executive Severance Policy

    Executive Severance Policy Under our Executive Severance Policy, we provide severance benefits to our NEOs. Our policy is designed to provide a clear statement of the rights of our executives if they are involuntarily terminated without cause (as defined under this policy), except in cases following a change of control, as discussed below. Among other things, the Executive Severance Policy provides for 18 months of salary continuation for the President and the CEO and 12 months of salary continuation for other NEOs, and a pro rata APP award for the year in which the termination date occurs to the extent a payment is earned under the terms of the APP. In addition, the policy provides for Company-paid welfare benefits for a specified number of weeks based on years of service, up to 12 months of outplacement services and credit for the severance period for purposes of vesting under any applicable nonqualified deferred compensation or defined benefit retirement plans. See “Executive Compensation— Potential Payments on Termination or Change of Control” beginning on page 56 of this proxy statement for further information.

  86. Change of Control Severance Policy

    Change of Control Severance Policy The Change of Control Severance Policy provides benefits to each of our NEOs, if within 24 months after the consummation of a “change of control,” the NEO’s employment is involuntarily terminated without “cause” or if the NEO resigns from employment for “good reason” (each as defined in this policy). The occurrence or potential occurrence of a change of control transaction often creates uncertainty regarding the continued employment of a company’s executive officers. In order to continue to encourage our NEOs to remain employed with us in connection with such a transaction, or to attract new executives in the midst of such a transaction, we provide our NEOs with specified severance benefits if the NEO’s employment terminates for the reasons described above in connection with a change of control. In the event of a covered termination, the President and the CEO would be eligible to receive three times, and the other NEOs would be eligible to receive two times, the sum of (1) such NEO’s annual base salary on the termination date of employment and (2) the greater of the last APP award paid to the NEO and the average of the NEO’s last three annual APP awards. Each NEO would also receive paid COBRA coverage for health, dental and vision benefits for the maximum statutory period, would continue to be eligible to participate for six months in our Employee Assistance Plan and would receive up to 12 months of outplacement services. The Change of Control Severance Policy also provides that, in the event of a covered termination, each NEO would be entitled to receive unpaid base salary due for periods prior to the termination date, all accrued and unused vacation through the termination date, and reimbursement of all properly documented reasonable and necessary expenses incurred in connection with employment prior to the termination date. In addition, the policy provides that benefits payable under the Employee Deferred Compensation Plan will be fully vested and paid in accordance with the terms of such plan. The benefits and payments provided under this policy are designed to replace and enhance existing benefits payable under the Executive Severance Policy following a change of control. See “Executive Compensation—Potential Payments on Termination or Change of Control” beginning on page 56 of this proxy statement for further information.

  87. Terms of Outstanding Equity Grants

    Terms of Outstanding Equity Grants Acknowledging that executives serving in our CEO, President, CFO and COO positions consistently make decisions that are both in our short- and long-term interests, the ED&CC has approved the granting of long-term equity awards under the 2017 Omnibus Plan to persons serving in these roles with continued vesting after retirement, under circumstances as discussed in more detail below. Except as contemplated in these limited circumstances, we do not provide for continued vesting of long-term equity awards granted under the

  88. Terms of Outstanding Equity Grants

    | 44 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  89. Terms of Outstanding Equity Grants

    2017 Omnibus Plan in the event of retirement. For an executive serving in the CEO, President, CFO or COO role with at least three years of consecutive service in one or more of these positions, an equity award will continue to be earned and/or vest over the normal vesting schedule following a separation of service based upon either normal retirement or early retirement, as follows:

  90. Terms of Outstanding Equity Grants

    | • | in the event of a normal retirement, defined as having attained age 60 and five years of service at American Water (including with respect to Mses. Hardwick and Norton), 100 percent of the award will continue to be earned and/or vest; and |

  91. Terms of Outstanding Equity Grants

    | • | in the event of an early retirement, defined as having attained age 55 and five years of service at American Water, 75 percent of the award will continue to be earned and/or vest. |

  92. Terms of Outstanding Equity Grants

    In connection with the foregoing, PSUs will continue to be earned and vest and will be paid at the end of the three-year performance period based on actual performance. Any stock option granted to an executive serving in the CEO, President, CFO and COO roles will remain exercisable for a period of two years after the retirement date; however, no stock options have been granted to any of our NEOs in these roles.

  93. CHANGE OF CONTROL PROVISIONS IN EQUITY PLANS

    CHANGE OF CONTROL PROVISIONS IN EQUITY PLANS Most of our compensation plans and policies do not contain change of control provisions affecting the compensation of our NEOs. Upon a change of control in which American Water is not the surviving entity, the 2017 Omnibus Plan requires all unexercised options and other grants of awards thereunder to be assumed by or converted to similar awards of the acquiring company. The vesting of such assumed or converted awards will be accelerated only if the participant’s employment is terminated other than (i) for cause or (ii) due to death or disability, within 12 months after the change of control. To the extent that any such awards are not assumed or converted, option awards will become fully exercisable, all restrictions upon awards will lapse and all stock units will fully vest, upon the change of control. See “Executive Compensation—Potential Payments on Termination or Change of Control—Equity Awards” beginning on page 58 of this proxy statement for further information.

  94. Accounting Considerations

    Accounting Considerations RSU and PSU awards are accounted for based on their grant date fair value, as determined under ASC 718, which is recognized over the service or vesting period applicable to the grant. Forfeitures are estimated, and the compensation cost of awards will be reversed if the employee does not remain employed by us throughout the service or vesting period.

  95. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation of all of our NEOs for 2025.

  96. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation ($) (5) | Total ($) | | John C. Griffith President and Chief Executive Officer (6) | 2025 | $1,026,418 | $— | $4,060,491 | $1,635,585 | $— | $333,173 | $7,055,667 | | | 2024 | $855,657 | $— | $2,479,082 | $1,336,343 | $— | $211,563 | $4,882,645 | | | 2023 | $748,982 | $— | $1,884,974 | $990,538 | $— | $163,754 | $3,788,248 | | M. Susan Hardwick Former Chief Executive Officer (7) | 2025 | $458,658 | $— | $4,817,643 | $— | $— | $1,051,591 | $6,327,892 | | | 2024 | $1,126,258 | $— | $4,881,557 | $2,197,831 | $— | $375,084 | $8,580,730 | | | 2023 | $1,057,880 | $— | $4,654,564 | $1,678,611 | $— | $329,770 | $7,720,825 | | David M. Bowler Executive Vice President and Chief Financial Officer (8) (9) | 2025 | $600,682 | $— | $1,250,794 | $676,673 | $— | $133,782 | $2,661,931 | | | 2024 | $473,006 | $— | $603,757 | $477,488 | $— | $100,186 | $1,654,437 | | Cheryl Norton Executive Vice President and Chief Operating Officer | 2025 | $743,720 | $— | $1,798,012 | $943,449 | $2,781,477 | $75,748 | $6,342,406 | | | 2024 | $702,927 | $— | $1,530,351 | $956,166 | $1,802,518 | $54,794 | $5,046,756 | | | 2023 | $659,678 | $— | $1,336,248 | $654,055 | $2,496,415 | $50,362 | $5,196,758 | | Stacy A. Mitchell Executive Vice President and General Counsel (9) (10) | 2025 | $580,929 | $— | $946,951 | $573,163 | $— | $109,632 | $2,210,675 | | | 2024 | $463,055 | $— | $576,746 | $460,968 | $— | $70,856 | $1,571,625 | | Maureen Duffy Executive Vice President, Communications and External Affairs (11) | 2025 | $466,793 | $— | $549,339 | $394,785 | $644,997 | $33,669 | $2,089,583 | | Melanie M. Kennedy Former Executive Vice President, Chief Human Resources Officer (12) | 2025 | $111,098 | $— | $576,509 | $72,056 | $— | $833,032 | $1,592,695 | | | 2024 | $474,932 | $— | $567,062 | $481,943 | $— | $110,552 | $1,634,489 | | | 2023 | $452,489 | $— | $546,560 | $388,974 | $— | $108,014 | $1,496,037 |

  97. 2025 SUMMARY COMPENSATION TABLE

    | (1) In 2025, the following NEOs deferred a portion of their base salary under the Employee Deferred Compensation Plan: Mr. Griffith—$61,181; Ms. Hardwick—$24,447; Mr. Bowler—$59,633; Ms. Norton—$36,995; Ms. Mitchell—$17,334; and Ms. Kennedy—$13,061. |

  98. 2025 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown in this column reflect the aggregate grant date fair value of PSUs and RSUs granted to each of the NEOs in 2025, as follows: |

  99. 2025 SUMMARY COMPENSATION TABLE

    | Name | PSUs | RSUs | | John C. Griffith | $2,832,267 | $1,228,224 | | M. Susan Hardwick | $3,349,465 | $1,468,178 | | David M. Bowler | $869,666 | $381,128 | | Cheryl Norton | $1,250,036 | $547,976 | | Stacy A. Mitchell | $658,402 | $288,549 | | Maureen Duffy | $381,983 | $167,356 | | Melanie M. Kennedy | $400,887 | $175,622 |

  100. 2025 SUMMARY COMPENSATION TABLE

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 47 |

  101. 2025 SUMMARY COMPENSATION TABLE

    With respect to the PSUs, the amounts disclosed in the table above include the grant date fair value based upon the target outcome of the performance conditions, determined at the grant date in accordance with ASC 718. See Note 10—Stock Based Compensation in the Notes to Consolidated Financial Statements in the 2025 Form 10-K for the assumptions that were made in determining grant date fair values of the PSU and RSU awards. The following table shows the fair value of the PSU awards at the grant date, assuming the highest level of performance was achieved:

  102. 2025 SUMMARY COMPENSATION TABLE

    | | Grant Date Fair Value | | | | Name | 2025 | 2024 | 2023 | | John C. Griffith | $5,664,534 | $3,463,446 | $2,639,074 | | M. Susan Hardwick | $6,698,930 | $6,826,828 | $6,516,434 | | David M. Bowler | $1,739,332 | $843,194 | $— | | Cheryl Norton | $2,500,072 | $2,139,178 | $1,870,702 | | Stacy A. Mitchell | $1,316,804 | $804,372 | $— | | Maureen Duffy | $763,966 | $— | $— | | Melanie M. Kennedy | $801,774 | $792,990 | $765,236 |

  103. 2025 SUMMARY COMPENSATION TABLE

    | (3) The amounts shown in this column constitute payments under the APP with respect to each performance year, which are generally paid in March of the next calendar year. The following NEOs deferred a portion of their APP payment with respect to 2025 under the Employee Deferred Compensation Plan: Mr. Griffith—$98,135; Mr. Bowler—$101,501; Ms. Mitchell—$17,195; and Ms. Kennedy—$7,206. |

  104. 2025 SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in this column reflect the aggregate changes in the actuarial present values of accumulated benefits under our defined benefit pension plans. For further information on these pension plans, see “—Pension Benefits at December 31, 2025.” None of the NEOs received “above-market” or “preferential” earnings (as defined by SEC regulation) under the Employee Deferred Compensation Plan. |

  105. 2025 SUMMARY COMPENSATION TABLE

    | (5) The totals shown in this column for 2025 consist of: |

  106. 2025 SUMMARY COMPENSATION TABLE

    | Name | Savings Plan Company Match | Savings Plan Company Defined Contribution Account (a) | Company Contributions to Employee Deferred Compensation Plan (b) | Executive Physical | Dividend Equivalents (c) | Company- Paid Life Insurance | Severance Payments | Transition Payment | Total All Other Compensation | | John C. Griffith | $14,000 | $18,375 | $213,238 | $— | $87,128 | $432 | $— | $— | $333,173 | | M. Susan Hardwick | $14,000 | $18,375 | $12,853 | $— | $206,180 | $183 | $— | $800,000 | $1,051,591 | | David M. Bowler | $14,000 | $18,375 | $85,378 | $1,950 | $13,647 | $432 | $— | $— | $133,782 | | Cheryl Norton | $8,750 | $— | $9,747 | $1,830 | $54,989 | $432 | $— | $— | $75,748 | | Stacy A. Mitchell | $14,000 | $18,375 | $66,079 | $1,830 | $8,916 | $432 | $— | $— | $109,632 | | Maureen Duffy | 8,750 | $— | $— | $2,000 | $22,487 | $432 | $— | $— | $33,669 | | Melanie M. Kennedy | $14,000 | $5,028 | $— | $— | $25,968 | $83 | $787,953 | $— | $833,032 |

  107. 2025 SUMMARY COMPENSATION TABLE

    | (a) The Defined Contribution Account is an account in the Savings Plan to which American Water contributes 5.25 percent of each eligible employee’s total cash compensation (which includes annual base salary), subject to Code limits on compensation that may be taken into account. Generally, only employees hired on or after January 1, 2006 are eligible for this contribution. |

  108. 2025 SUMMARY COMPENSATION TABLE

    | (b) The amounts in this column represent matching contributions with respect to 2025 made by the Company to the NEOs’ accounts in the Employee Deferred Compensation Plan. These contributions are generally paid in the second quarter of the next calendar year. For further information on this plan, see “—2025 Nonqualified Deferred Compensation.” |

  109. 2025 SUMMARY COMPENSATION TABLE

    | (c) Dividend equivalents are paid in cash with respect to PSUs and RSUs at such time, if ever, as the PSUs or RSUs are converted to common stock. Amounts in this column reflect PSU and RSU dividend equivalents that were paid out in 2025. |

  110. 2025 SUMMARY COMPENSATION TABLE

    | 48 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  111. 2025 SUMMARY COMPENSATION TABLE

    | (6) Mr. Griffith has served as Chief Executive Officer since May 14, 2025, and has served as President since August 1, 2024. He also served as Executive Vice President and Chief Financial Officer from May 16, 2022 to July 31, 2024. |

  112. 2025 SUMMARY COMPENSATION TABLE

    | (7) Ms. Hardwick served as Chief Executive Officer from February 2, 2022 until her retirement effective May 14, 2025. |

  113. 2025 SUMMARY COMPENSATION TABLE

    | (8) Mr. Bowler was promoted to Executive Vice President and Chief Financial Officer effective August 1, 2024. |

  114. 2025 SUMMARY COMPENSATION TABLE

    | (9) The executive was not a named executive officer with respect to any year prior to 2024. |

  115. 2025 SUMMARY COMPENSATION TABLE

    | (10) Ms. Mitchell was promoted to Executive Vice President and General Counsel effective June 5, 2024. |

  116. 2025 SUMMARY COMPENSATION TABLE

    | (11) Ms. Duffy was promoted to Executive Vice President, Communications and External Affairs effective November 1, 2024 and was not a named executive officer with respect to any year prior to 2025. |

  117. 2025 SUMMARY COMPENSATION TABLE

    | (12) Ms. Kennedy was no longer employed by the Company effective March 1, 2025. |

  118. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table presents certain information regarding plan-based awards granted to the NEOs named below during the fiscal year ended December 31, 2025.

  119. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John C. Griffith | | | | | | | | | | | APP | 5/14/2025 | 4/30/2025 | $1,155,891 | $2,311,782 | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 7,925 | $1,007,822 | | RSU | 5/14/2025 | 4/30/2025 | $— | $— | — | — | — | 1,647 | $220,402 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 1,321 | 5,283 | 10,566 | — | $619,590 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 2,311 | 9,245 | 18,490 | — | $1,175,687 | | PSU | 2/18/2025 | 2/18/2025 | — | — | 991 | 3,962 | 7,924 | — | $503,847 | | PSU | 5/14/2025 | 4/30/2025 | $— | $— | 275 | 1,098 | 2,196 | — | $165,941 | | PSU | 5/14/2025 | 4/30/2025 | $— | $— | 480 | 1,921 | 3,842 | — | $257,068 | | PSU | 5/14/2025 | 4/30/2025 | $— | $— | 206 | 823 | 1,646 | — | $110,134 | | M. Susan Hardwick | | | | | | | | | | | APP | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 11,545 | $1,468,178 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 1,924 | 7,696 | 15,392 | — | $902,587 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 3,367 | 13,469 | 26,938 | — | $1,712,853 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 1,443 | 5,772 | 11,544 | — | $734,025 | | David M. Bowler | | | | | | | | | | | APP | 2/18/2025 | 2/18/2025 | $478,214 | $956,428 | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 2,997 | $381,128 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 500 | 1,998 | 3,996 | — | $234,325 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 874 | 3,497 | 6,994 | — | $444,713 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 375 | 1,499 | 2,998 | — | $190,628 | | Cheryl Norton | | | | | | | | | | | APP | 2/18/2025 | 2/18/2025 | $666,749 | $1,333,498 | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 4,309 | $547,976 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 718 | 2,872 | 5,744 | — | $336,828 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 1,257 | 5,027 | 10,054 | — | $639,284 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 539 | 2,154 | 4,308 | — | $273,924 | | Stacy A. Mitchell | | | | | | | | | | | APP | 2/18/2025 | 2/18/2025 | $405,062 | $810,124 | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 2,269 | $288,549 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 378 | 1,513 | 3,026 | — | $177,445 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 662 | 2,647 | 5,294 | — | $336,619 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 284 | 1,135 | 2,270 | — | $144,338 | | Maureen Duffy | | | | | | | | | | | APP | 2/18/2025 | 2/18/2025 | $279,000 | $558,000 | — | — | — | — | $— | | RSU | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 1,316 | $167,356 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 220 | 878 | 1,756 | — | $102,972 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 384 | 1,536 | 3,072 | — | $195,333 | | PSU | 2/18/2025 | 2/18/2025 | $— | $— | 165 | 658 | 1,316 | — | $83,678 |

  120. 2025 GRANTS OF PLAN-BASED AWARDS

    | 50 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  121. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Melanie M. Kennedy | | | | | | | | | | | APP | 2/28/2025 | 2/28/2025 | $50,923 | $101,846 | — | — | — | — | $— | | RSU (5) | 2/18/2025 | 2/18/2025 | $— | $— | — | — | — | 1,381 | $175,622 | | PSU (5) | 2/18/2025 | 2/18/2025 | $— | $— | 230 | 921 | 1,842 | — | $108,015 | | PSU (5) | 2/18/2025 | 2/18/2025 | $— | $— | 403 | 1,612 | 3,224 | — | $204,998 | | PSU (5) | 2/18/2025 | 2/18/2025 | $— | $— | 173 | 691 | 1,382 | — | $87,874 |

  122. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) These columns represent target and maximum APP payout opportunities. The actual payments that were made under the APP for 2025 performance are shown in the 2025 Summary Compensation Table. There is no specified minimum award for participants in the APP, and therefore we did not include a column in the table for the threshold amount of such award. For further information on the APP, see “Compensation Discussion and Analysis—2025 Compensation—2025 Annual Performance Plan” beginning on page 36 of this proxy statement. |

  123. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) These columns represent threshold, target and maximum payout opportunities under the LTPP with respect to our PSUs. For further information on the LTPP, under which the PSUs were granted, see “Compensation Discussion and Analysis—2025 Compensation—2025 Long-Term Performance Plan” beginning on page 38 of this proxy statement. |

  124. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) This column represents grants of RSUs. For further information on the LTPP, under which all of the RSUs were granted, see “Compensation Discussion and Analysis—2025 Compensation—2025 Long-Term Performance Plan” beginning on page 38 of this proxy statement. |

  125. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) This column represents the grant date fair values of the PSUs and RSUs, determined in accordance with ASC 718. See footnote (2) to the 2025 Summary Compensation Table for additional information. |

  126. 2025 GRANTS OF PLAN-BASED AWARDS

    | (5) Ms. Kennedy’s 2025 RSU and PSU awards were forfeited in connection with her separation from service effective March 1, 2025. |

  127. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table presents information regarding equity awards held by the NEOs named below at December 31, 2025. None of our NEOs held any outstanding stock options as of December 31, 2025; thus, the table below omits all columns pertaining to option awards.

  128. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John C. Griffith | | | | | | | | 2/14/2023 | 1,263 | $164,822 | 12,765 | $1,665,833 | | | 2/13/2024 | 3,274 | $427,257 | 19,639 | $2,562,890 | | | 8/1/2024 | 735 | $95,918 | 4,409 | $575,375 | | | 2/18/2025 | 7,925 | $1,034,213 | 31,697 | $4,136,459 | | | 5/14/2025 | 1,647 | $214,934 | 6,586 | $859,473 | | M. Susan Hardwick | | | | | | | | 2/14/2023 | 3,118 | $406,899 | 31,519 | $4,113,230 | | | 2/13/2024 | 8,172 | $1,066,446 | 49,027 | $6,398,024 | | | 2/18/2025 | 11,545 | $1,506,623 | 46,178 | $6,026,229 |

  129. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 51 |

  130. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | David M. Bowler | | | | | | | | 2/14/2023 | 248 | $32,364 | 2,505 | $326,903 | | | 2/13/2024 | 688 | $89,784 | 4,126 | $538,443 | | | 8/1/2024 | 271 | $35,366 | 1,625 | $212,063 | | | 2/18/2025 | 2,997 | $391,109 | 11,990 | $1,564,695 | | Cheryl D. Norton | | | | | | | | 2/14/2023 | 896 | $116,928 | 9,048 | $1,180,764 | | | 2/13/2024 | 2,320 | $302,760 | 13,922 | $1,816,821 | | | 8/1/2024 | 203 | $26,492 | 1,214 | $158,427 | | | 2/18/2025 | 4,309 | $562,325 | 17,234 | $2,249,037 | | Stacy A. Mitchell | | | | | | | | 2/14/2023 | 161 | $21,011 | 1,626 | $212,193 | | | 2/13/2024 | 425 | $55,463 | 2,549 | $332,645 | | | 8/1/2024 | 454 | $59,247 | 2,719 | $354,830 | | | 2/18/2025 | 2,269 | $296,105 | 9,077 | $1,184,549 | | Maureen Duffy | | | | | | | | 2/14/2023 | 306 | $39,933 | 3,091 | $403,376 | | | 2/13/2024 | 825 | $107,663 | 4,947 | $645,584 | | | 11/1/2024 | 16 | $2,088 | 96 | $12,528 | | | 2/18/2025 | 1,316 | $171,738 | 5,266 | $687,213 | | Melanie M. Kennedy | | | | | | | | 2/14/2023 | — | $— | 2,467 | $321,944 | | | 2/13/2024 | — | $— | 1,896 | $247,428 |

  131. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (1) This column reflects RSUs that are not subject to performance conditions and will vest in equal increments on January 31 of each of the three years following the year in which the RSUs were granted, and, except as to RSUs with continued vesting, subject to continued employment through each vesting date. |

  132. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (2) The market value of the RSUs and PSUs is based on the $130.50 closing price of a share of our common stock on December 31, 2025, the last trading day of the year, as reported by the NYSE. |

  133. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3) This column reflects PSUs that are subject to vesting upon the achievement of stated performance goals over a three-year period and are earned in three equal annual increments on January 31 of each year in such three-year period, and, except as to PSUs with continued vesting, subject to continued employment through each such date. In accordance with applicable SEC regulations, the number of shares disclosed in this column represents the number of shares that would vest if (i) threshold performance were achieved for PSUs related to TSR, and (ii) maximum performance were achieved for PSUs related to EPS and ROE. |

  134. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 52 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  135. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table presents information regarding the vesting of RSUs and PSUs held by the NEOs named below during 2025. None of the NEOs held any stock options during 2025; thus, the table below omits all columns pertaining to the exercise of option awards.

  136. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John C. Griffith | 12,866 | $1,624,767 | | M. Susan Hardwick | 28,274 | $3,570,487 | | David M. Bowler | 2,041 | $257,287 | | Cheryl Norton | 7,688 | $970,417 | | Stacy A. Mitchell | 1,438 | $181,079 | | Maureen Duffy | 3,059 | $386,412 | | Melanie M. Kennedy | 3,527 | $445,523 |

  137. 2025 OPTION EXERCISES AND STOCK VESTED

    | (1) Represents the aggregate market value of the shares realized on vesting, calculated by multiplying the vested number of shares by the closing price of a share of common stock on the date the applicable RSUs or PSUs vested (or on the last trading day prior thereto when the vesting occurs on a non-trading day). |

  138. PENSION BENEFITS AT DECEMBER 31, 2025

    PENSION BENEFITS AT DECEMBER 31, 2025 The following table presents certain information regarding pension benefits at December 31, 2025.

  139. PENSION BENEFITS AT DECEMBER 31, 2025

    | Name | Plan Name (1) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | John C. Griffith | N/A | N/A | N/A | N/A | | M. Susan Hardwick | N/A | N/A | N/A | N/A | | David M. Bowler | N/A | N/A | N/A | N/A | | Cheryl Norton (3) | ERP | 37 | $8,547,402 | N/A | | | AWWPP | 37 | $2,476,990 | N/A | | Stacy A. Mitchell | N/A | N/A | N/A | N/A | | Maureen Duffy (3) | ERP | 26 | $1,679,488 | N/A | | | AWWPP | 26 | $1,373,291 | N/A | | Melanie M. Kennedy | N/A | N/A | N/A | N/A |

  140. PENSION BENEFITS AT DECEMBER 31, 2025

    | (1) Since Mses. Hardwick, Mitchell and Kennedy, and Messrs. Griffith and Bowler, were hired after January 1, 2006, they were not eligible to participate in the AWWPP or the ERP. |

  141. PENSION BENEFITS AT DECEMBER 31, 2025

    | (2) Amounts shown reflect the present value of the accumulated benefit as of December 31, 2025. All amounts for the AWWPP and the ERP were determined using the same interest and mortality assumptions as those used for financial reporting purposes. The following assumptions were used to calculate pension values at the following measurement dates: |

  142. PENSION BENEFITS AT DECEMBER 31, 2025

    | • | In 2025, for discounting annuity payments, we used a discount rate of 5.54 percent and the Pri-2012 mortality base table with a 0.94 multiplier projected forward using generational Mortality Projection Scale MP-2021, and for calculating lump sums, we used an interest rate of 5.54 percent and the IRS Prescribed Table for Lump Sums for 2026. |

  143. PENSION BENEFITS AT DECEMBER 31, 2025

    | • | In 2024, for discounting annuity payments, we used a discount rate of 5.70 percent and the Pri-2012 mortality base table with a 0.94 multiplier projected forward using generational Mortality Projection Scale MP-2021, and for calculating lump sums, we used an interest rate of 5.70 percent and the IRS Prescribed Table for 2025. |

  144. PENSION BENEFITS AT DECEMBER 31, 2025

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 53 |

  145. PENSION BENEFITS AT DECEMBER 31, 2025

    | (3) Mses. Norton and Duffy are eligible for a subsidized early retirement benefit payable in the form of an annuity under the provisions of the AWWPP and the ERP. |

  146. PENSION BENEFITS AT DECEMBER 31, 2025

    For further information on American Water’s defined benefit pension plans, see “—Description of Pension and Other Retirement Plans” below and “—Potential Payments on Termination or Change of Control—AWWPP and ERP.”

  147. AWWPP

    AWWPP The AWWPP is a qualified pension plan that is generally available to eligible employees who commenced employment with us prior to January 1, 2006. For participants hired prior to July 1, 2001, including Mses. Norton and Duffy, the AWWPP generally provides a grandfathered benefit. For years of service prior to July 1, 2001, the grandfathered benefit is calculated to be:

  148. AWWPP

    | • | 1.85 percent of the final average pay up to the Social Security average wage base multiplied by years of service (up to a maximum of 25 years of service through July 1, 2001), plus |

  149. AWWPP

    | • | 2.1 percent of final average pay in excess of the Social Security average wage base multiplied by years of service (up to a maximum of 25 years of service through July 1, 2001), plus |

  150. AWWPP

    | • | 0.7 percent of final average pay multiplied by years of service in excess of 25 years of service through July 1, 2001. |

  151. AWWPP

    For years of service after July 1, 2001, for participants hired prior to July 1, 2001, the grandfathered benefit is calculated to be:

  152. AWWPP

    | • | 1.6 percent of final average pay up to the Social Security average wage base multiplied by years of service after July 1, 2001 (up to a maximum of 25 years of service, including service prior to July 1, 2001), plus |

  153. AWWPP

    | • | 2.1 percent of final average pay in excess of the Social Security average wage base multiplied by |

  154. AWWPP

    | years of service after July 1, 2001 (up to a maximum of 25 years of service, including service prior to July 1, 2001), plus |

  155. AWWPP

    | • | 1.6 percent of final average pay multiplied by years of service after July 1, 2001, in excess of 25 years of service, including service prior to July 1, 2001. |

  156. AWWPP

    Final average pay is defined for purposes of the plan as the average sum of base pay plus APP payout for the highest 60 consecutive months out of the final 120 months of employment. Normal retirement is defined as age 65, and early retirement eligibility is satisfied when an employee’s age is at least 55 and the employee has attained a service requirement that varies based on whether the employee is in a grandfathered group and, if so, the location of such group. Benefits vest in the AWWPP upon completion of five years of service. Mses. Norton and Duffy are each vested in her pension benefits. The normal form of payment is a single life annuity for single participants and a 50 percent joint and survivor annuity for married participants. The 50 percent joint and survivor annuity benefit amount is determined to be actuarially equivalent to the single life annuity amount. The plan provisions include a reduction in benefits for early retirement for participants other than those who retire at age 62 or older with specified service levels, such as 20 years of service for someone who is age 62.

  157. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION The following table presents certain information regarding the nonqualified deferred compensation benefits of all of our NEOs for 2025.

  158. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | John C. Griffith | $159,316 | $213,238 | $103,625 | $(15,280) | $994,341 | | M. Susan Hardwick | $24,447 | $12,853 | $263,739 | $— | $1,807,826 | | David M. Bowler | $161,134 | $85,378 | $104,440 | $— | $833,127 | | Cheryl Norton | $36,995 | $9,747 | $275,325 | $— | $2,243,675 | | Stacy A. Mitchell | $34,529 | $66,079 | $4,165 | $— | $170,829 | | Maureen Duffy | $— | $— | $— | $— | $— | | Melanie M. Kennedy | $20,267 | $— | $109,764 | $(2,815) | $770,151 |

  159. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (1) The following amounts in this column are also reported as compensation to the NEOs shown in the 2025 Summary Compensation Table in the columns indicated: |

  160. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Salary | Non-Equity Incentive Plan Compensation | | John C. Griffith | $61,181 | $98,135 | | M. Susan Hardwick | $24,447 | $— | | David M. Bowler | $59,633 | $101,501 | | Cheryl Norton | $36,995 | $— | | Stacy A. Mitchell | $17,334 | $17,195 | | Maureen Duffy | $— | $— | | Melanie M. Kennedy | $13,061 | $7,206 |

  161. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (2) The amounts in this column are also reported as compensation to the NEOs in the 2025 Summary Compensation Table in the “All Other Compensation” column. |

  162. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (3) The following amounts were reported in the Summary Compensation Table in previous years as compensation to the listed NEOs: Mr. Griffith—$517,956, Ms. Hardwick—$1,364,939, Mr. Bowler—$164,113, Ms. Norton—$1,326,841, Ms. Mitchell—$29,944, and Ms. Kennedy—$391,828. |

  163. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 55 |

  164. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL This section describes the plans and arrangements that provide for payments to all of our NEOs in connection with certain events involving termination of employment, a change of control of American Water or a material change in employment responsibilities.

  165. Quantification of Potential Payments on Termination or Change of Control

    Quantification of Potential Payments on Termination or Change of Control The following tables quantify the potential payments and benefits to which the current NEOs would have been entitled to receive if one of several different termination of employment or change of control events occurred on December 31, 2025. Also, information regarding compensation paid in connection with triggering events that occurred during 2025 with respect to Mses. Hardwick and Kennedy is provided in this section. The amounts shown in the tables do not include certain payments and benefits to the extent they are provided on a non-discriminatory basis to non-union employees generally upon a termination of employment, including accrued salary and vacation pay, Savings Plan benefits, continued health and welfare coverage following an involuntary termination of employment and coverage under COBRA (other than the payment by the Company of a NEO’s COBRA premiums). All employees are also entitled to life insurance benefits of up to 1.5 times base salary, up to a maximum amount of $200,000, if death occurs while actively employed, which benefit is also not included in the tables below. The amounts shown in each table for “APP” are based on target performance. The amounts shown in each table below for “Deferred Compensation Benefits” reflect the value of employee and employer contributions in each NEO’s employee deferred compensation plan account as of December 31, 2025, and any acceleration of benefits provided under the terms of the Employee Deferred Compensation Plan, the Executive Severance Policy or the Change of Control Severance Policy. With regard to the portion of RSUs subject to a continuation or acceleration of vesting at December 31, 2025, the assumed values of such awards are shown in the table in the applicable columns. With regard to the portion of PSUs subject to performance-based vesting following the continuation or acceleration of time-based vesting, we have assumed that such shares will be issued in respect of the PSUs based on target performance, and that dividend equivalents will continue to accrue through the duration of the applicable performance period. For RSUs and PSUs, the values shown in the tables are based on the number of RSUs or PSUs multiplied by $130.50, the closing price of our common stock as reported on the NYSE on December 31, 2025, the last trading day of the year. In addition, the value of accumulated dividends (and, for awards that remain subject to performance conditions through the end of the performance period, expected dividends for the remainder of the performance period) is included.

  166. Quantification of Potential Payments on Termination or Change of Control

    | Name | Benefit | Voluntary Termination | Early/Normal Retirement | Involuntary Termination without Cause | Voluntary Termination for Good Reason | Involuntary Termination for Cause | Involuntary Termination without Cause Following a Change of Control | Disability | Death | | John C. Griffith | Cash Severance | $— | $— | $1,575,000 | $— | $— | $7,159,029 | $— | $— | | | APP | $— | $— | $1,155,891 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $15,000 | $— | $— | $15,000 | $— | $— | | | Deferred Compensation Benefits | $533,773 | $533,773 | $744,914 | $533,733 | $— | $744,914 | $533,773 | $744,914 | | | COBRA Premiums | $— | $— | $— | $— | $— | $52,492 | $— | $— | | | RSUs and PSUs | $— | $— | $— | $— | $— | $6,658,587 | $— | $— | | | Total | $533,773 | $533,773 | $3,490,805 | $533,733 | $— | $14,630,022 | $533,773 | $744,914 |

  167. Quantification of Potential Payments on Termination or Change of Control

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 59 |

  168. Quantification of Potential Payments on Termination or Change of Control

    | Name | Benefit | Voluntary Termination | Early/ Normal Retirement | Involuntary Termination without Cause | Voluntary Termination for Good Reason | Involuntary Termination for Cause | Involuntary Termination without Cause Following a Change of Control | Disability | Death | | David M. Bowler | Cash Severance | $— | $— | $605,000 | $— | $— | $2,164,976 | $— | $— | | | APP | $— | $— | $478,214 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $15,000 | $— | $— | $15,000 | $— | $— | | | Deferred Compensation Benefits | $669,034 | $669,034 | $669,034 | $669,034 | $— | $669,034 | $669,034 | $669,034 | | | COBRA Premiums | $— | $— | $— | $— | $— | $52,492 | $— | $— | | | RSUs and PSUs | $— | $— | $— | $— | $— | $1,884,111 | $— | $— | | | Total | $669,034 | $669,034 | $1,767,248 | $669,034 | $— | $4,785,613 | $669,034 | $669,034 | | Name | Benefit | Voluntary Termination | Early/ Normal Retirement | Involuntary Termination without Cause | Voluntary Termination for Good Reason | Involuntary Termination for Cause | Involuntary Termination without Cause Following a Change of Control | Disability | Death | | Cheryl Norton | Cash Severance | $— | $— | $745,500 | $— | $— | $3,403,332 | $— | $— | | | APP | $— | $666,749 | $666,749 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $15,000 | $— | $— | $15,000 | $— | $— | | | Deferred Compensation Benefits | $2,243,675 | $2,243,675 | $2,243,675 | $2,243,675 | $— | $2,243,675 | $2,243,675 | $2,243,675 | | | Nonqualified Pension Benefits | $8,868,390 | $8,868,390 | $8,868,390 | $8,868,390 | $8,868,390 | $8,868,390 | $9,237,906 | $7,172,845 | | | Qualified Pension Benefits | $2,520,333 | $2,520,333 | $2,520,333 | $2,520,333 | $2,520,333 | $2,520,333 | $2,934,233 | $2,205,233 | | | COBRA Premiums | $— | $— | $— | $— | $— | $41,221 | $— | $— | | | RSUs and PSUs | $— | $3,606,392 | $— | $— | $— | $3,470,979 | $— | $— | | | Total | $13,632,398 | $17,905,539 | $15,059,647 | $13,632,398 | $11,388,723 | $20,562,930 | $14,415,814 | $11,621,753 | | Name | Benefit | Voluntary Termination | Early/ Normal Retirement | Involuntary Termination without Cause | Voluntary Termination for Good Reason | Involuntary Termination for Cause | Involuntary Termination without Cause Following a Change of Control | Disability | Death | | Stacy A. Mitchell | Cash Severance | $— | $— | $583,000 | $— | $— | $2,087,936 | $— | $— | | | APP | $— | $— | $405,062 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $15,000 | $— | $— | $15,000 | $— | $— | | | Deferred Compensation Benefits | $106,349 | $106,349 | $106,349 | $106,349 | $— | $106,349 | $106,349 | $106,349 | | | COBRA Premiums | $— | $— | $— | $— | $— | $55,537 | $— | $— | | | RSUs and PSUs | $— | $— | $— | $— | $— | $1,483,930 | $— | $— | | | Total | $106,349 | $106,349 | $1,109,411 | $106,349 | $— | $3,748,752 | $106,349 | $106,349 |

  169. Quantification of Potential Payments on Termination or Change of Control

    | 60 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  170. Quantification of Potential Payments on Termination or Change of Control

    | Name | Benefit | Voluntary Termination | Early/ Normal Retirement | Involuntary Termination without Cause | Voluntary Termination for Good Reason | Involuntary Termination for Cause | Involuntary Termination without Cause Following a Change of Control | Disability | Death | | Maureen Duffy | Cash Severance | $— | $— | $465,000 | $— | $— | $1,638,756 | $— | $— | | | APP | $— | $279,000 | $279,000 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $15,000 | $— | $— | $15,000 | $— | $— | | | Deferred Compensation Benefits | $— | $— | $— | $— | $— | $— | $— | $— | | | Nonqualified Pension Benefits | $1,752,891 | $1,752,891 | $1,752,891 | $1,752,891 | $1,752,891 | $1,752,891 | $2,623,303 | $604,867 | | | Qualified Pension Benefits | $1,364,200 | $1,364,200 | $1,364,200 | $1,364,200 | $1,364,200 | $1,364,200 | $2,277,428 | $572,146 | | | COBRA Premiums | $— | $— | $— | $— | $— | $19,826 | $— | $— | | | RSUs and PSUs | $— | $— | $— | $— | $— | $1,106,795 | $— | $— | | | Total | $3,117,091 | $3,396,091 | $3,876,091 | $3,117,091 | $3,117,091 | $5,897,468 | $4,900,731 | $1,177,013 |

  171. Quantification of Potential Payments on Termination or Change of Control

    See “Compensation Discussion and Analysis—2025 Compensation—Compensation Related to Leadership Transitions” beginning on page 41 of this proxy statement for amounts received in 2025 by Ms. Hardwick in connection with her retirement in May 2025 and Ms. Kennedy in connection with her separation from service from the Company effective March 1, 2025. As of her retirement date, Ms. Hardwick also had $1,591,061 vested in her employee deferred compensation plan account, and is eligible to have unvested RSU and PSU awards with an assumed aggregate value of $10,644,669, computed as described above, continue to vest in accordance with their terms following her retirement. As of March 1, 2025, Ms. Kennedy is also entitled to receive Company-paid COBRA premium payment benefits of $34,064 under her separation agreement, and had $606,198 vested in her employee deferred compensation plan account.

  172. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table provides information showing the relationship during 2025, 2024, 2023, 2022 and 2021 between (1) executive compensation “actually paid” (as defined by SEC rule) to (a) each person serving as our principal executive officer, or PEO, and (b) all of our other NEOs on an average basis, and (2) the Company’s financial performance .

  173. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 | | | | | Year | Summary Compesation Table Total for PEO Serving at End of Year | Compensation Actually Paid to PEO Serving at End of Year(1) | Summary Compensation Table Total for Other PEO Serving During Year | Compensation Actually Paid to Other PEO Serving During Year(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1) | Company TSR | Compensation Peer Group TSR(2) | Net Income (in millions) | Adjusted EPS(3) | | 2025 | $7,055,667 (4) | $7,510,597 (4) | $6,327,892 | $7,229,100 | $2,979,458 (6) | $2,255,625 (6) | $93.81 | $158.66 | $1,111 | $5.66 | | 2024 | $8,580,730 (5) | $7,829,705 (5) | N/A | N/A | $2,957,990 (6) | $2,438,759 (6) | $87.33 | $137.22 | $1,051 | $5.32 | | 2023 | $7,720,825 (5) | $6,663,470 (5) | N/A | N/A | $3,208,811 (6) | $2,296,630 (6) | $90.52 | $109.82 (7) | $944 | $4.89 | | 2022 | $6,720,753 (5) | $6,550,865 (5) | $1,522,833 (8) | $544,611 (8) | $2,826,346 (6) | $2,788,422 (6) | $102.49 | $118.19 (7) | $820 | $4.50 | | 2021 | $7,398,128 (8) | $8,409,238 (8) | N/A | N/A | $1,839,683 (6) | $2,025,485 (6) | $124.81 | $118.43 | $1,263 | $4.27 |

  174. PAY VERSUS PERFORMANCE

    | (1) The table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate compensation actually paid. In computing these amounts with respect to PSUs, (i) total fair value (FV) as of year-end is based on the updated expected payout of the PSU using data through year-end (including as estimated through Monte Carlo simulations), and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance . |

  175. PAY VERSUS PERFORMANCE

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 61 |

  176. PAY VERSUS PERFORMANCE

    | | 2025 | | | 2024 | | 2023 | | 2022 | | | 2021 | | | Adjustments to Total Compensation, from Summary Compensation Table | PEO Serving at End of Year | Other PEO Serving During Year | All Average NEOs | PEO at End of Year | All Average NEOs | PEO at End of Year | All Average NEOs | PEO Serving at End of Year | Other PEO Serving During Year | All Average NEOs | PEO Serving at End of Year | All Average NEOs | | Total Compensation, from Summary Compensation Table | $7,055,667 | $6,327,892 | $2,979,458 | $8,580,730 | $2,957,990 | $7,720,825 | $3,208,811 | $6,720,753 | $1,522,833 | $2,826,346 | $7,398,128 | $1,839,683 | | Deduct grant date fair value of equity awards granted during the year | $(4,060,491) | $(4,817,643) | $(1,024,321) | $(4,881,557) | $(1,151,400) | $(4,654,564) | $(1,191,531) | $(4,067,077) | $(290,791) | $(1,352,217) | $(3,999,969) | $(689,695) | | Add year-end FV of equity awards granted during year that are outstanding and unvested as of year-end | $4,270,475 | $5,151,441 | $971,986 | $5,038,937 | $1,148,910 | $4,312,502 | $1,103,938 | $3,974,063 | $— | $1,315,031 | $4,011,528 | $706,983 | | Add change in FV as of year-end of equity awards granted in prior years that are outstanding and unvested as of year-end | $221,868 | $516,754 | $63,136 | $(796,584) | $(161,524) | $(705,528) | $(238,561) | $78,663 | $318,793 | $8,930 | $1,430,514 | $321,927 | | Add change in FV from end of the prior fiscal year to the vesting date for equity awards granted in prior years that vested during the year | $23,078 | $50,656 | $6,129 | $(111,821) | $(27,665) | $(9,765) | $870 | $(155,537) | $(461,447) | $(57,025) | $116,792 | $23,821 | | Deduct FV at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the year | $— | $— | $(105,431) | $— | $— | $— | $— | $— | $(1,041,948) | $— | $— | $— | | Deduct change in actuarial present value for all defined benefit and actuarial pension plans | $— | $— | $(685,295) | $— | $(360,504) | $— | $(624,104) | $— | $— | $— | $(1,017,097) | $(226,613) | | Add ASC 715 pension service cost attributable to services rendered in the year | $— | $— | $49,963 | $— | $32,952 | $— | $37,207 | $— | $497,171 | $47,357 | $469,342 | $49,379 | | Compensation Actually Paid (as defined by SEC rule) | $7,510,597 | $7,229,100 | $2,255,625 | $7,829,705 | $2,438,759 | $6,663,470 | $2,296,630 | $6,550,865 | $544,611 | $2,788,422 | $8,409,238 | $2,025,485 |

  177. PAY VERSUS PERFORMANCE

    | (2) The identity of the companies, and the analysis utilized by the ED&CC to review and approve changes, in the peer group for 2025, 2024, 2023, 2022 and 2021 are incorporated by reference from the descriptions contained in “Compensation Discussion and Analysis—Compensation Determinations and Pay Competitiveness” in this proxy statement and in the corresponding sections of our 2024, 2023, 2022 and 2021 proxy statements. The peer groups for 2025, 2024, 2023 and 2022 were comprised of the same companies, except that UGI Corporation replaced Public Service Enterprise Group Incorporated, beginning with the 2023 peer group. The peer group for 2021 was comprised of the same companies as for 2022, except that MDU Resources Group, Inc., which had been included in the 2021 peer group, was replaced by Essential Utilities, Inc. in 2022. |

  178. PAY VERSUS PERFORMANCE

    | (3) This metric is the Company-Selected Measure, which in our assessment represents the most important financial performance measure that we use to link compensation “actually paid” (as defined by SEC rule) in 2025 to our NEOs. Adjusted EPS is a non-GAAP measure. See Part B of Appendix A for a reconciliation. |

  179. PAY VERSUS PERFORMANCE

    | (4) Mr. Griffith has been serving as PEO commencing May 14, 2025, after succeeding Ms. Hardwick upon her retirement. |

  180. PAY VERSUS PERFORMANCE

    | (5) Ms. Hardwick was PEO from February 2, 2022 until May 14, 2025. |

  181. PAY VERSUS PERFORMANCE

    | (6) The persons included as the other NEOs in this calculation for each year are: (i) for 2025, Mses. Duffy, Kennedy, Norton and Mitchell, and Mr. Bowler; (ii) for 2024 and 2023, Mses. Kennedy and Norton, and James H. Gallegos and Mr. Griffith; (iii) for 2022, Mses. Kennedy and Norton, and Messrs. Gallegos and Griffith; and (iv) for 2021, Ms. Kennedy, Hardwick and Norton, and Adam Noble and Michael A. Sgro. |

  182. PAY VERSUS PERFORMANCE

    | (7) The cumulative TSR reported above for the Company’s peer group for (i) 2023 ($109.82) would have been $108.24 if the companies in the 2022 peer group had been used instead and (ii) 2022 ($118.19) would have |

  183. PAY VERSUS PERFORMANCE

    | 62 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  184. PAY VERSUS PERFORMANCE

    | been $118.05 if the companies in the 2021 peer group had been used instead. There w e re no peer group changes that impacted compensation for 2025, 2024 or 2021. |

  185. PAY VERSUS PERFORMANCE

    | (8) During 2021, Walter J. Lynch served as our PEO until his retirement on February 2, 2022. |

  186. PAY VERSUS PERFORMANCE

    The following is an unranked tabular list of the most important financial and non-financial meas ure s that we use to link compensation “actually paid” (as defined by SEC rule and set forth above) to all of our NEOs during 2025 to our performance. The Company-Selected Measure is denoted with an asterisk.

  187. PAY VERSUS PERFORMANCE

    | Tabular List of Performance Measures | | | Financial | Non-Financial | | EPS/Adjusted EPS* | DART | | EPS CAGR | Drinking Water Quality | | Relative TSR | Customer Satisfaction | | ROE | |

  188. PAY VERSUS PERFORMANCE

    The following graphs present the relationship during 2025, 2024, 2023, 2022 and 2021 between (1) executive compensation “actually paid” (as defined by SEC rule and shown above) to (a) each person serving as PEO and (b) all of our other NEOs on an average basis, and each of (2) (a) our cumulative TSR for such years, (b) our GAAP net income for such years, and (c) the Company-Selected Measure for such years, and a comparison of the cumulative TSR for such years of us and our peer group.

  189. PAY VERSUS PERFORMANCE

    | * See Part B of Appendix A for a reconciliation of Adjusted EPS. |

  190. PAY VERSUS PERFORMANCE

    Executive compensation “actually paid” (as defined by SEC rule) in the table and graphs above reflects the occurrence of CEO transitions in 2022 and 2025, each of which resulted in the promotion of an existing member of the Company’s executive leadership team. The net income relationship graph above for 2021 also reflects (i) the gain on sale of the Company’s Homeowner Services Group of $491 million after-tax, (ii) the Company’s $45 million contribution to the American Water Charitable Foundation in 2021, and (iii) the revaluation of certain state net operating losses.

  191. PAY VERSUS PERFORMANCE

    | AMERICAN WATER | 2026 PROXY STATEMENT | | 63 |

  192. CEO PAY RATIO

    CEO PAY RATIO Pursuant to SEC rules, we are required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to the annual total compensation of our “median employee” (excluding the CEO). The identification of this median employee and the calculation of our CEO to median employee pay ratio were made in a manner we believe to be consistent with Item 402(u) of Regulation S-K. In this regard:

  193. CEO PAY RATIO

    | • | We identified the median employee in 2025 by examining the 2025 W-2 earnings for all individuals, excluding Mr. Griffith, who were employed by us on December 31, 2025. We believe that the use of W-2 earnings represents an objective, easily understood and consistently applied measure of compensation paid across our entire employee base. |

  194. CEO PAY RATIO

    | • | We included 6,979 employees located in the United States as of December 31, 2025, which includes full-time, part-time, seasonal and temporary employees. We did not have any employees located outside of the United States as of December 31, 2025. |

  195. CEO PAY RATIO

    | • | We did not include leased employees or independent contractors. |

  196. CEO PAY RATIO

    | • | We did not make any assumptions, adjustments (such as cost-of-living adjustments) or estimates |

  197. CEO PAY RATIO

    | with respect to W-2 income other than annualizing the compensation of permanent employees that were employed as of December 31, 2025 but were employed for less than the full year. |

  198. CEO PAY RATIO

    After identifying the median employee, we calculated that employee’s annual total compensation using the same methodology that we use for all of our NEOs in the 2025 Summary Compensation Table. We then calculated Mr. Griffith’s annual total compensation using his annualized total compensation for fiscal year 2025, based solely on his CEO compensation. The annual total compensation, determined as described in the foregoing sentences, for each of Mr. Griffith and for the median employee was $7,697,503 and $104,956, respectively. The resulting ratio of Mr. Griffith’s pay to the pay of our median employee for fiscal year 2025 is 73 to 1. As contemplated by Item 402(u) of Regulation S-K and related interpretations, we relied on methods and assumptions that we determined to be reasonable and appropriate for this calculation. Other public companies may use different methods and assumptions. It may therefore be difficult, for this and other reasons, to compare our reported ratio to those reported by other companies.

  199. CEO PAY RATIO

    | 64 | | AMERICAN WATER | 2026 PROXY STATEMENT |

  200. STATUS OF INFORMATION INCLUDED IN THIS PROXY STATEMENT

    | • | the information contained in “Executive Compensation—Pay Versus Performance”; and |