DEF 14A of H2O America, Apr 3, 2026

DEF 14A of H2O America

Filed Apr 3, 2026 · FY20250001628280-26-023458

Open on EDGAR

  1. Carl Guardino

    Carl Guardino

  2. Carl Guardino

    | Director Since: 2020 Age: 64 Committees: •Compensation* •Nominating and Governance •Sustainability * Effective May 2026 | Career Highlights Mr. Guardino brings over three decades of distinguished leadership in public policy, government affairs, and strategic corporate governance to the Board, with particular expertise in highly regulated industries and advocacy-driven organizations. As Vice President of Government Affairs and Policy at Tarana Wireless, Inc., a position he has held since 2022, Mr. Guardino represents a leading technology company before regulatory bodies and policymakers. Mr. Guardino has also served as a Commissioner of the California Transportation Commission — one of the state's highest-level transportation authorities — since 2007, including as its Chair from 2024 to 2025, and as its Vice-Chair from 2023 to 2024. Through such positions, Mr. Guardino has developed experience navigating complex regulatory frameworks and multi-stakeholder environments. Mr. Guardino also served as President and Chief Executive Officer of Silicon Valley Leadership Group, a prominent, non-profit business advocacy organization representing hundreds of Silicon Valley's leading technology companies and employers to influence public policy to improve the economic health and quality of life in Silicon Valley, from 1997 until 2020. Professional Experience and Community Involvement •Vice President of Government Affairs and Policy at Tarana Wireless, Inc. (2022–present) •Commissioner of the California Transportation Commission (2007–present); Chair (2024–2025); Vice-Chair (2023–2024) •Executive Vice President, Government Affairs and Policy, Bloom Energy Corp. (2020–2022) •President and Chief Executive Officer, Silicon Valley Leadership Group (SVLG) (1997–2020), Executive Director of SVLG (2002–2020) •Executive position in governmental affairs, Hewlett-Packard Corporation (1995–1997) •Vice President, SVLG (1991–1995) •Chief Assistant, California State Assembly, Assemblyman Rusty Areias (1987–1990) Key Experiences, Skills, and Qualifications •Highly Regulated Industries and/or Public Utility Commission •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Corporate Communications, Public Policy, and/or Government Relations |

  3. Carl Guardino

    | Mary Ann Hanley | | | Director Since: 2019 Age: 69 Committees: •Audit •Nominating and Governance (Chair*) •Sustainability *Effective May 2026 | Career Highlights With over 30 years of service across state government, healthcare organizations, higher education, and nonprofits, Ms. Hanley has advanced initiatives aimed at enhancing economic development, workforce competitiveness, and community partnerships. As a Trustee of Goodwin University, member of its Executive Committee, and Chair of its Economic and Strategic Development Committee, Ms. Hanley provides insight into talent development, institutional strategy, and partnerships that strengthen regional economies. Ms. Hanley previously served as a director of Connecticut Water Service, Inc. until its acquisition by the Corporation in 2019, giving her long-standing familiarity with the Corporation’s operations, regulatory environment, and strategic priorities. Ms. Hanley’s prior roles in the Connecticut Governor’s Office and Office for Workforce Competitiveness, a statewide workforce board responsible for recommending policy and planning guidance to the Governor and the legislature on workforce related strategies, investments, and programs, as well as more than 15 years of direct interaction with the Connecticut General Assembly, executive branch agencies, and the state's Congressional delegation, her roles as director, secretary, and treasurer of Capital City Economic Development Authority with oversight of $1 billion investment in redeveloping downtown Hartford, Connecticut, and senior positions at Trinity Health, further equip her to provide valuable insight and guidance on matters related to government relations, regulated environments, stakeholder engagement, and financial oversight, each of which is critical to the Corporation’s long-term strategy. Public Company Directorships •Director, Connecticut Water Service, Inc. (1999–2019) Other Professional Experience and Community Involvement •Trustee, Goodwin University (2018–present); Chair, Economic, and Strategic Development Committee (2017–present); and member, Executive Committee (2020–present) •Director, Enders Island and member, Finance Committee (2021-present) •Liaison for Government and Community Alliances, Trinity Health of New England (Trinity Healthy) (2013–2023) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Legal, Corporate Governance, and Risk •Corporate Communications, Public Policy, and/or Government Relations |

  4. Carl Guardino

    | Heather Hunt | | | Lead Independent Director: Effective May 2026 Director Since: 2019 Age: 60 Committees: •Compensation •Nominating & Governance (Chair*) * Rotating-off effective May 2026 | Career Highlights Over a career spanning more than 30 years, Ms. Hunt has developed deep expertise in utility regulation, regulatory law, and public policy in the water, gas, and electric industries. Ms. Hunt currently serves as Executive Director of the New England States Committee on Electricity, a position she has held since 2009, where she leads regional engagement on wholesale electricity markets, transmission planning, and resource adequacy on behalf of the New England states. Earlier in her career, Ms. Hunt served as a Commissioner of the Connecticut Department of Public Utility Control and the Maine Public Utilities Commission, overseeing the rates and services of water and other public utilities and working directly with regulators, consumer advocates, and utilities in heavily regulated environments. Ms. Hunt also held senior industry and legal roles, including Vice President at Southern Connecticut Gas Company, Director of State and Local Government Affairs at United Technologies Corporation, and attorney in private practice focused on utility-related regulatory matters, giving her a nuanced understanding of rate-regulated businesses, stakeholder expectations, and the policy landscape affecting the Corporation. Ms. Hunt also served as a director of Connecticut Water Service, Inc. from 2006 until its acquisition by the Corporation in 2019, giving her long-standing familiarity with the Corporation’s operations, regulatory environment, and strategic priorities. Public Company Directorships •Director, Connecticut Water Service, Inc. (2006–2019) Other Professional Experience and Community Involvement •Executive Director, New England States Committee on Electricity (2009–present) •Attorney in private practice, utility-related regulatory matters, Connecticut (2003–2008) •Director of State and Local Government Affairs, United Technologies Corporation (2001–2003) •Various regulatory and public policy roles, ultimately Vice President, Southern Connecticut Gas Company (1999–2001) •Commissioner, Maine Public Utilities Commission (1995–1998) •Commissioner, Connecticut Department of Public Utility Control (1993–1995) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Legal, Corporate Governance, and Risk •Corporate Communications, Public Policy, and/or Government Relations |

  5. Carl Guardino

    | Rebecca Armendariz Klein | | | Director Since: 2021 Age: 61 Committees: •Audit* •Compensation (Chair*) •Finance •Sustainability** *Effective May 2026 **Rotating off effective May 2026 | Career Highlights Ms. Klein’s career at the crossroads of energy, power, and water has centered on deep regulatory and legal strategy, strategic consulting and entrepreneurship, market dynamics, and capital investment for essential infrastructure, all underpinned by a 25-year military career as a Lieutenant Colonel in the U.S. Air Force Reserve. Ms. Klein also has extensive corporate governance and directorship experience. Ms. Klein is the founder and principal of Klein Energy, LLC, a consulting and advisory services firm founded in 2006, that assists fast growth companies and global corporations penetrate and expand in the North American energy, power, and water markets. Previously, Ms. Klein served as Chair of the Texas Public Utility Commission and later as Chair of the Board of the Lower Colorado River Authority, overseeing a leading provider of water, electric, and hydropower services to millions of customers. Ms. Klein also headed the development of the Office of Government Affairs and Industry Relations in Washington, D.C., for KPMG Consulting (now Deloitte). Ms. Klein serves on the board of Avista Corp. and is the chair of the Environmental, Technology & Operations Committee. Ms. Klein also serves on the board of Diamondback Energy where she chairs the Sustainability Committee. Public Company Directorships •Director, Avista Corp. (2010–present) •Director, Diamondback Energy (2022–present) Other Professional Experience and Community Involvement •Principal, Klein Energy, LLC (2006–present) •Director, Lower Colorado River Authority; Chair of the Board (2007–2013) •Chair, Texas Public Utility Commission (2001–2004) •Director, Office of Government Affairs and Industry Relations, KPMG Consulting (now Deloitte), Washington, D.C. (2000–2001) •Lieutenant Colonel, U.S. Air Force Reserve (1989-2015) •Director, Los Alamos Technical Associates (2022–present) •Founder and Director, Texas Energy Poverty Research Institute (2015-present) •Former Board Chair of the Latina Leadership Institute (2015-2023) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Legal, Corporate Governance, and Risk •Information Technology, Cyber, and/or AI •Corporate Communications, Public Policy, and/or Government Relations •Executive Compensation and Benefits |

  6. Carl Guardino

    | Denise L. Kruger | | | Director Since: 2023 Age: 62 Committees: •Audit •Finance* •Sustainability (Chair*) * Effective May 2026 | Career Highlights For more than three decades, Ms. Kruger has led water utilities organizations, combining operational, asset-management, and customer-focused expertise across regulated systems. Ms. Kruger most recently served as Senior Vice President, Regulated Utilities, for Golden State Water Company, a subsidiary of American States Water, that provides water and electric service to customers in California. During her tenure, Ms. Kruger oversaw all functions in Regulated Utilities, including water operations, environmental and water quality, customer service, water use efficiency, water resources, growth through acquisitions of regulated water systems, and financial planning and analysis. Ms. Kruger joined Golden State Water Company in 1992 as Manager of Quality Assurance and Water Quality and subsequently held leadership roles including Vice President, Water Quality, and Vice President, Customer Service. Ms. Kruger has also contributed to industry research and policy as a director and Chair of the Water Research Foundation and as a director of the California Foundation for the Environment and Economy, giving her a broad perspective on water supply, environmental regulation, and long-term infrastructure planning that is directly relevant to the Company’s strategy. Professional Experience and Community Involvement •Senior Vice President, Regulated Utilities, Golden State Water Company, subsidiary of American States Water (2004–2021) •Director, California Foundation for the Environment and Economy (2016–2021) •Director, Water Research Foundation (2005–2015); Chair (2013–2015) •Consultant, California Water Association (2021-2023) •Trustee, American Ground Water Trust (2000-2006); Chair (2005-2006) •Member, Executive Committee, American Water Works Association (2013-2015) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Legal, Corporate Governance, and Risk •Corporate Communications, Public Policy, and/or Government Relations |

  7. Daniel B. More

    Daniel B. More

  8. Daniel B. More

    | Director Since: 2015 Age: 69 Committees: •Audit (Chair) •Compensation* •Finance (Chair) •Nominating & Governance** *Rotating off effective May 2026 **Effective May 2026 | Career Highlights Mr. More has spent more than four decades in investment banking, advising utility and energy clients on strategic transactions, financings, and sector-defining deals, and has developed broad experience in key areas relevant to the Corporation, including business strategy, strategic initiatives, and corporate governance. Mr. More served as a Senior Advisor to Guggenheim Securities from 2015 to 2025, and was a Managing Director and Global Head of Utility Mergers & Acquisitions at Morgan Stanley. At these firms Mr. More led domestic and cross-border transactions, privatizations, and capital-raising activities for utility clients worldwide. Mr. More currently serves as a director of Clearway Energy, Inc. and previously served as a director of Saeta Yield and the New York Independent System Operator. Public Company Directorships •Director, Clearway Energy, Inc. (2019–present) Professional Experience and Community Involvement •Senior Advisor, Guggenheim Securities (2015–2025) •Managing Director and Global Head of Utility Mergers & Acquisitions, Morgan Stanley (1996–2014) •Various investment banking roles, specializing in the utility sector since 1986 (1978–1996) •Director, Saeta Yield (2015–2018), a developer, owner and operator of renewable power assets •Director, New York Independent System Operator (2014–2016), which operates New York’s electric grid, manages the competitive wholesale electricity markets, and conducts long-term reliability planning Key Experiences, Skills, and Qualifications •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Legal, Corporate Governance, and Risk •Executive Compensation and Benefits |

  9. Daniel B. More

    | Nick O. Rowe | | | Director Since: 2026 Age: 68 Committees: •Finance •Sustainability | Career Highlights Mr. Rowe has been a leader in the drinking water industry for nearly four decades, with experience in regulated water utilities. Prior to his retirement in 2022, he served as Senior Vice President, Central Division, and President, Kentucky American Water at American Water Works Company, Inc. ("American Water"). In these roles, he was responsible for regulated operations across seven states and service to approximately half a million people. Since joining American Water in 1987, Mr. Rowe held a series of executive leadership and operations roles, with responsibilities spanning service delivery operations, business transformation, field operations, and regional leadership. His experience includes leading large, geographically dispersed workforces and driving long‑term value creation through operational excellence, customer service, and regulatory engagement, including extensive work with public utility commissions, municipal leaders, and community organizations throughout Kentucky and other Central region states. Mr. Rowe began his career as a civil engineer at CSX Corporation, where he served as Senior Resident Engineer for CSX Railroad, providing him with early experience in large‑scale infrastructure projects and safety‑critical operations. Mr. Rowe currently serves as a principle at NOR Solutions, a consulting firm focused on organizational leadership training. Other Professional Experience and Community Involvement •Senior Vice President, Central Division, and President, Kentucky American Water; previously Senior Vice President, Eastern Division, and President, Kentucky American Water, American Water Works Company, Inc. (2006–2022) •Vice President, Service Delivery Operations, Southeast Region; Vice President, Business Change; and Vice President, Operations, Kentucky American Water, American Water Works Company, Inc. (1998–2006) •Manager, Eastern Operations, Pennsylvania American Water; Director, Corporate Operations Services, Pennsylvania American Water; Operations Manager, Hopewell District, Virginia American Water; and Management Assistant, Huntington Division, West Virginia American Water, American Water Works Company, Inc. (1987–1998) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Corporate Communications, Public Policy, and/or Government Relations |

  10. Daniel B. More

    | Carol P. Wallace | | | Director Since: 2019 Age: 70 Committees: •Audit* •Compensation** •Finance •Sustainability (Chair*) *Rotating off effective May 2026 **Effective May 2026 | Career Highlights As a long-tenured chief executive and board leader, Ms. Wallace has guided companies through strategic planning, operational execution, and disciplined governance. Ms. Wallace served as Chief Executive Officer of Cooper-Atkins Corporation, a manufacturer of temperature acquisition instruments, where she had overall responsibility for all financial, operational, and strategic activities as the business grew to meaningful scale. Ms. Wallace has also held multiple board roles, including service as a director of Connecticut Water Service, Inc. from 2002 until its acquisition by the Corporation in 2019. She served as chair of the board from 2017 to 2019 and as lead independent director from 2012 until 2017. Ms. Wallace currently serves as a director of Sandstone Group, LLC, and previously served on the boards of Middlesex Hospital in Middletown, Connecticut. Public Company Directorships •Director, Connecticut Water Service, Inc. (2002–2019); Chair of the Board (2017–2019); Lead Independent Director (2012–2017) Professional Experience and Community Involvement •Chief Executive Officer, Cooper-Atkins Corporation (1994–2018); employee from 1991 until new ownership •Director, Sandstone Group, LLC (2012–present) •Board Member, Middlesex Hospital, Middletown, Connecticut (2013–2018) •Chair, Connecticut Business & Industry Association (1999-2000) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Legal, Corporate Governance, and Risk •Executive Compensation and Benefits |

  11. Daniel B. More

    | Andrew F. Walters | | | Director Since: 2015 Age: 56 | Career Highlights Mr. Walters has served as the Corporation’s Chief Executive Officer since July 1, 2025, and was appointed as the Chair of the Board, effective February 1, 2026. As Chief Executive Officer and Chair of the Board, Mr. Walters draws on more than 30 years of experience in utility management, finance, banking, private equity, operations, and strategy across global markets. Mr. Walters previously served as the Corporation’s Chief Financial Officer and Treasurer providing executive oversight of capital allocation, financial strategy, and investor engagement. Since joining the Corporation, Mr. Walters has served as Chief Corporate Development Officer and Integration Executive, as Chief Administrative Officer of the Corporation’s California subsidiary, San Jose Water Company, and as Vice President of Business Planning of the Company's Connecticut subsidiary, where he held roles with responsibility for information technology, business development, strategy, regional operations support, investor relations, and human resources, giving him a comprehensive view of the Corporation’s people, systems, and growth agenda. Earlier in his career, Mr. Walters held senior positions in global financial institutions, including Managing Director roles at J.P. Morgan in private equity infrastructure investing and at Citigroup in investment banking. At Citigroup, Mr. Walters started and led the infrastructure team for the Americas and transportation investment banking team across Asia Pacific. His experience includes mergers and acquisitions, joint ventures, equity offerings, IPOs, private equity fundraising, and debt financings. Other Professional Experience and Community Involvement •Chief Executive Officer, H2O America (2025–present); Chief Financial Officer and Treasurer (2022–2025) •Various senior leadership roles overseeing human resources, information technology, business development, strategy, regional operations support, and investor relations, H2O America and its subsidiaries (2014–2021) •Managing Director, Infrastructure Investments Group, J.P. Morgan (2009–2013) •Managing Director, Investment Banking, Citigroup, Inc. – Infrastructure and Transportation, Asia Pacific and North and South America (1993–2008) Key Experiences, Skills, and Qualifications •Water Industry •Highly Regulated Industries and/or Public Utility Commission •Strategic Initiatives, M&A, and/or Finance, Audit •Executive Leadership and/or Director of Publicly Traded Company •Safety, Sustainability, and/or Corporate Responsibility •Information Technology, Cyber and/or AI •Executive Compensation and Benefits |

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

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    | Board and Corporate Governance Information |

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    | Director Recruitment and Nomination Process |

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    The Board has approved Corporate Governance Policies that, among other things, include specific qualifications that the Nominating & Governance Committee believes must be met by each nominee prior to being recommended by the Nominating & Governance Committee for a position on the Board. Pursuant to these Corporate Governance Policies, in making nominations (including re-nominations) and appointment decisions, the Board and the Nominating & Governance Committee seek to select highly qualified candidates and consider a variety of factors. The following describes the Board’s selection process:

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    | 1 | Succession Planning Evaluates board composition based on diverse skills, experience, and perspectives in light of business and strategy | Recruitment Priorities: •Trust and Respect •Independence and Integrity •Listening and Communication •Consensus and Diplomacy •Time Availability and Commitment •Business Knowledge and Strategic Acumen •Governance Expertise •Boardroom Leadership •Relationship Building •Performance Oversight | | 2 | Interview and Evaluate Build a strong pool of potential candidates to be considered for the vacancy, and opportunities to strengthen and enhance the overall board culture | | | 3 | Nominate and Approval Directors are subject to Board and stockholder approval | Minimum Qualifications: •Professional and personal integrity and ethical character •Ability to support Board oversight and decision-making •No conflicts impairing independence or fiduciary duties •Skills aligned with leadership needs, relevant business experience and achievement within the utility industry •Compliance with laws and regulations •Ability and willingness to serve the full term and to prepare for meetings •Attendance, participation, and contributions (for incumbent directors) | | 4 | Evaluation of Board and its Committees Nominating & Governance Committee oversees the annual Board and committee self-evaluations and reports to the Board regarding the results, including a review of the Board’s overall effectiveness and any additional areas in which the Board can support the Corporation | |

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    Stockholders may nominate a person for election as a director at a meeting of the Corporation's stockholders by complying with the procedures set out in the Corporation's Bylaws and other applicable federal and state laws governing the election of directors and distribution of proxy materials. See the section titled "Stockholder Proposals For The 2027 Annual Meeting" that appears later in this Proxy Statement. Stockholders may also recommend director candidates for consideration by the Nominating & Governance Committee by sending a written recommendation with the same information required under the Corporation’s Bylaws for director nominations to H2O America, Attention: Corporate Secretary, 110 W. Taylor Street, San Jose, California 95110. The Nominating & Governance Committee will evaluate recommendations from stockholders in the same manner that it considers recommendations from other sources.

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    | Our Board's Qualifications |

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    The Board seeks directors who provide insight and guidance to advance the Corporation’s mission, strategic vision, and corporate goals, including enhancing stockholder value, business leadership, operational excellence, customer satisfaction, and a strong employee environment. The Corporation is committed to maintaining a Board with diverse skills, experience, and perspectives relevant to its business and industry.

  20. Daniel B. More

    | | Water Industry | | Highly Regulated Industries and/or Public Utility Commission | | | An understanding of the industry-specific challenges and opportunities the Corporation faces. | | An understanding of complex regulatory frameworks and requirements, with insight on industry standards, compliance, risk considerations, service reliability, regulatory matters, rate structures, and public interest considerations. | | | Strategic Initiatives, M&A, and/or Finance and Audit | | Executive Leadership and/or Director of Publicly Traded Company | | | Assessment of growth opportunities, market positioning, and long-term corporate strategy. Oversight of financial reporting and fiscal discipline. | | Experience overseeing and managing strategic direction and organizational alignment with corporate goals, corporate governance, and stakeholder interests. | | | Safety, Sustainability, and/or Corporate Responsibility | | Legal, Corporate Governance, and/or Risk | | | An understanding of long-term strategies that integrate environmental responsibility, community well-being, and the stewardship of water quality, supply, conservation, and affordability. A commitment to risk awareness, workplace and operational safety, and corporate responsibility. | | Oversight of complex legal landscapes, business practices, corporate governance, and enterprise risk management. | | | Information Technology, Cyber, and/or AI | | Corporate Communications, Public Policy, and/or Government Relations | | | Oversight of the evolving cyber landscape, data security, and risk awareness. | | An understanding of stakeholder expectations, regulatory and legislative dynamics, and reputational considerations. | | | Executive Compensation and Benefits | | | | | Oversight of competitive and fair compensation structures. | | |

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    | | | Guardino | Hanley | Hunt | Klein | Kruger | More | Rowe | Wallace | Walters | | Skills and Experiences | | | | | | | | | | | | | Water Industry | | • | • | • | • | | • | • | • | | | Highly Regulated Industries and/or Public Utility Commission | • | • | • | • | • | • | • | • | • | | | Strategic Initiatives, M&A, and/or Finance, Audit | | • | | • | • | • | • | • | • | | | Executive Leadership and/or Director of Publicly Traded Company | • | • | • | • | • | • | • | • | • | | | Safety, Sustainability, and/or Corporate Responsibility | • | • | • | • | • | | • | • | • | | | Legal, Corporate Governance, and Risk | | • | • | • | • | • | | • | | | | Information Technology, Cyber, and/or AI | | | | • | | | | | • | | | Corporate Communications, Public Policy, and/or Government Relations | • | • | • | • | • | | • | | | | | Executive Compensation and Benefits | | | | • | | • | | • | • |

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    | Board Leadership Transition |

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    The Board believes that one of its most important responsibilities is to ensure that the Corporation has the right leadership team in place to execute the Corporation’s long-term strategy. To fulfill this responsibility, the Board, directly and through the Nominating & Governance Committee, actively reviews and discusses short and long-term succession and development plans for the Corporation’s Chief Executive Officer and other senior executive officer positions, including by periodically reviewing potential internal and external candidates for such positions. On February 27, 2025, the Corporation announced that Eric W. Thornburg would retire as President and Chief Executive Officer, effective July 1, 2025, and as non-executive Chair of the Board, effective January 31, 2026, concluding eight years of leadership at H2O America and more than 40 years of service in the drinking water profession. His leadership was instrumental in advancing the Corporation’s mission and strengthening its commitment to delivering high-quality, reliable water service to communities we serve. Effective July 1, 2025, Andrew F. Walters succeeded Mr. Thornburg as Chief Executive Officer and subsequently assumed the role of Chair of the Board on February 1, 2026. This transition followed a deliberate, multi-year, Board-led succession planning process designed to ensure continuity and stability. The Board unanimously elected Mr. Walters, then the Corporation’s Chief Financial Officer and Treasurer, based on his significant contributions over more than 11 years in senior leadership roles and its confidence in his ability to lead H2O America into its next phase of growth.

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    | Board Leadership Structure |

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    The Board does not believe that any one leadership structure is most effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chairman and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances, as well as effective and productive oversight of management. Thus, the Board believes it is important to retain flexibility to determine which leadership structure best serves the interests of the Corporation and its stockholders based on a consideration of all relevant factors, including, but not limited to, the needs and opportunities of the Corporation and the particular composition of the Board and management at the applicable time. Additionally, consistent with the Board's commitment to strong independent oversight of management, the Board has adopted a policy requiring the appointment of a Lead Independent Director of the Board at any time when the Chairman is not independent. As described above, effective July 1, 2025, the Board appointed Mr. Walters to succeed Mr. Thornburg as Chief Executive Officer and Bruce A. Hauk was appointed to succeed Mr. Thornburg as President of the Corporation. In order to facilitate an orderly succession plan, Mr. Thornburg was appointed non-executive Chairman for a transitional period to support appropriate leadership continuity. Given the dynamic and competitive environment in which the Corporation operates, the Board believes that the Corporation and our stockholders are best served by a Chairman who has broad and deep knowledge of our industry, business operations, regulatory environment and strategic initiatives. Based on these considerations, when Mr. Thornburg retired from the Board on January 31, 2026, the Board determined that Mr. Walters was best qualified to serve in the role of Chairman at this time given Mr. Walter's many years of experience in financial strategy, investor engagement, the regulated water utility industry, and his familiarity with the challenges and intricacies of the regulatory environment. Following the leadership transition, the Board’s current leadership structure includes: •A combined Chief Executive Officer and Chairman position; •A strong Lead Independent Director with well-defined, robust responsibilities that support the Board’s oversight activities; •Fully-independent Audit, Executive Compensation, and Nominating & Governance committees; and •An engaged and independent Board, with regular use of executive sessions of the independent directors.

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    | Robust Lead Independent Director Responsibilities | | | ☑ | Serves as the principal liaison between the independent directors and the Chief Executive Officer and Chairman | | ☑ | Meets periodically with the committee chairs to stay apprised of committee activities | | ☑ | Has the authority to call meetings of the independent directors | | ☑ | Chairs meetings of the Board in the absence of the Chair and at each executive session of the independent directors | | ☑ | Advises and consults with the Chair regarding the information provided to directors in connection with Board meetings | | ☑ | Ensures that the independent directors have regular opportunities to meet in executive session – without management present – to discuss key issues, including oversight of CEO and management succession planning, and presides over such sessions | | ☑ | Provides feedback from executive sessions to the Chair and Chief Executive Officer | | ☑ | Responds directly to stockholder and other stakeholder questions and comments directed to the Lead Independent Director or to the independent directors as a group | | ☑ | Be available for consultation and direct communication with major stockholders | | ☑ | Serves as a liaison between the Board and management and, as appropriate, with key external stakeholders, including regulatory and governmental authorities | | ☑ | Leads the annual performance evaluation of the Chief Executive Officer in consultation with the Compensation Committee |

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    Additionally, in connection with Gregory P. Landis’ retirement from the Board effective May 12, 2026, the Board appointed Heather Hunt, an independent director, as the Lead Independent Director effective May 13, 2026. The Board believes that having a combined Chief Executive Officer and Chairman fosters clear accountability, effective decision-making, and alignment on corporate strategy and value creation. At the same time, the Board believes that Ms. Hunt’s extensive experience in corporate governance, legal compliance, and regulatory oversight enables her to serve as an effective Lead Independent Director. Over the past year, as Chair of the Nominating & Governance Committee, Ms. Hunt played a pivotal role in the successful director succession and committee refreshment process. For these reasons, the Board believes that having Mr. Walters as our Chief Executive Officer and Chairman, in combination with having Ms. Hunt serve in the Board’s Lead Independent Director role, will provide strong, collaborative and consistent leadership, support our ability to execute our strategic priorities and create long-term stockholder value, while maintaining effective Board oversight. Nevertheless, the Board will continue to periodically review and assess the leadership structure, including by taking into account input and recommendations from the Nominating & Governance Committee and other members of the Board, to ensure it continues to provide effective guidance to and independent oversight of management.

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    | Board's Role in Risk Oversight |

  29. Daniel B. More

    The Corporation has implemented an internal risk assessment process to identify, assess, and manage the principal risks facing the Corporation, including, among others, risks associated with the Corporation's regulatory environment, business operations and continuity, legal, compliance, information technology, and data storage and retrieval facilities, cyber, financial and accounting matters, internal controls over financial reporting and disclosure controls, and compensation policies. While management has day-to-day responsibility for assessing, managing, and monitoring the Corporation's risk exposure, the Board and its committees provide active oversight of such efforts. The Board and its committees regularly review and discuss key potential risks, including the nature, extent, likely timeframe, and immediacy of such risks, their potential impact on the business and operations of the Corporation, and management's related mitigation and monitoring strategies and practices. Members of senior management regularly provide the Board and its committees with timely and substantive information regarding short-term and long-term risks of the Corporation, including quarterly and annual risk analysis reports. To the extent appropriate, the Board also consults with experts and advisors to assist in specialized areas of risk assessment, such as cybersecurity and regulatory, and to develop solutions and strategies to mitigate and monitor these risks. The Board's committees, also play a significant role in overseeing certain key risks within their purview, as set forth in their charters. Additionally, the Chair of each committee provides regular reports to the Board regarding their risk oversight responsibilities and other significant activities to ensure that the Board remains informed. For example, the Audit Committee meets periodically with senior leadership and other employees to discuss management's policies and practices with respect to risk assessment and risk management and oversees financial, accounting, cyber and information security risk, and legal and regulatory compliance risks, among others. The Compensation Committee oversees risk management as it relates to compensation plans, policies and practices for all employees, including executive officers, and assesses whether such compensation programs could create incentives for employees to take excessive or inappropriate risks that could have a material adverse effect on the Corporation. See the section titled "Risk Assessment of Compensation Policies and Practices" later in this proxy statement. The Nominating & Governance Committee monitors the effectiveness of the Corporation's corporate governance guidelines and policies and oversees risks associated with the Corporation's governance policies, the Board's composition, size and independence, the qualifications of directors, and director and management succession planning. The Finance Committee oversees risk related to the Corporation’s growth strategy and financing matters through its review and evaluation of the Corporation's acquisition opportunities, business development proposals, debt and equity financings, and dividend policy, and its oversight of communications with rating organizations. The Sustainability Committee oversees risks and provides guidance to the Board regarding health and safety, water and environmental matters, and affordability to our customers. The Board's risk oversight process is also designed to align with the disclosure controls and procedures of the Corporation. As part of this process, management members responsible for analyzing public disclosure requirements, including disclosure required under the rules and regulations of the SEC, participate in Board meetings and other Board communications, during which public disclosure requirements are identified and assessed to ensure timely compliance. The Corporation has also established a Disclosure Committee consisting of senior management that meets on a quarterly basis to discuss and review various SEC disclosure requirements, and that coordinates with the Audit Committee and the Board regarding compliance with public disclosure obligations.

  30. Daniel B. More

    | Director Independence |

  31. Daniel B. More

    The Board maintains a policy on director independence that meets or exceeds applicable requirements. Under this policy, a majority of directors must be independent and not current employees of the Corporation. In making independence determinations, the Board applies the standards of the Nasdaq Stock Market ("Nasdaq") and SEC rules and may consider additional factors to ensure effective oversight. Consistent with these guidelines, the Board conducted its annual review and determined that all current directors for election at the Annual Meeting, except Mr. Walters, the Corporation's Chief Executive Officer and Chairman, and Mr. Rowe, are independent under Nasdaq standards. In making its determination that Mr. Rowe is not independent, the Board specifically considered that, from 2022 through 2024, Mr. Rowe, as the sole principal of NOR Solutions, a consulting firm that is focused on organizational leadership training, provided leadership training and mentorship to several of our officers. The Board also determined that Mr. Thornburg, who retired as the Corporation's President and Chief Executive Officer on July 1, 2025, and as non-executive Chair of the Board and a director on January 31, 2026, was not independent when he served on the Board due to his employment with the Corporation. The Board has determined that each member of the Audit Committee and each member of the Executive Compensation Committee (the "Compensation Committee") also meet the additional independence criteria promulgated by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Nasdaq standards for Audit Committee membership and the Compensation Committee membership, respectively.

  32. Daniel B. More

    | Board Committees |

  33. Daniel B. More

    The Board has a standing Audit Committee, Compensation Committee, Nominating & Governance Committee, Finance Committee, and Sustainability Committee. The Board has the authority to form additional committees, and has done so from time to time, to address matters specifically identified by the Board. The charters for each of the standing committees may be found on the Corporation's website at www.h2o-america.com. The duties and composition of each committee is included in the table below.

  34. Daniel B. More

    | Committee | Current Members | Responsibilities | | Audit Committee Meetings in 2025: 7 | Daniel More (Chair) Mary Ann Hanley Denise L. Kruger Carol Wallace | •Assists the Board in its oversight of the integrity of the financial reports and other financial information provided by the Corporation to any governmental body or the public, the Corporation's compliance with legal and regulatory requirements, the Corporation's systems of internal controls, the qualifications and independence of the independent accountants, and the quality of the Corporation's accounting and financial reporting processes generally. •Reviews significant accounting policies and the financial results with management and the independent public accountants. •Independence: The Board has determined that each of the current members of the Audit Committee is independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the Nasdaq with respect to audit committee members. The Board has also determined that each of Mr. More, and Mses. Kruger and Wallace is an "audit committee financial expert" as defined in SEC rules, and that all Audit Committee members are financially literate. | | Compensation Committee Meetings in 2025: 6 | Gregory P. Landis (Chair) Heather Hunt Rebecca A. Klein Daniel B. More | •Assists the Board in its responsibilities with respect to the compensation of the Corporation's executive officers and administers certain employee benefit plans, including the Corporation's Long-Term Incentive Plan and other incentive plans that may be adopted by the Corporation. •Authorized to approve the compensation payable to the Corporation's executive officers, approve all perquisites, equity incentive awards and special cash payments made or paid to executive officers, and to approve severance packages with cash and/or equity components for the executive officers. •Reviews and recommends to the Board appropriate director compensation programs. •Compensation Consultant: The Compensation Committee retained Mercer (US), Inc. ("Mercer") to serve as its independent compensation consultant, and to provide advice on executive officer and director compensation for the 2025 fiscal year. Mercer's role, the nature and scope of its assignments, and the material elements of the instructions or directions given to Mercer with respect to the performance of its duties are more fully set forth in the section titled "Compensation Discussion and Analysis" that appears later in this Proxy Statement. •Independence: The Board has determined that each of the current members of the Compensation Committee is independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the Nasdaq with respect to compensation committee members. |

  35. Daniel B. More

    | Committee | Current Members | Responsibilities | | Nominating & Governance Committee Meetings in 2025: 4 | Heather Hunt (Chair) Mary Ann Hanley Carl Guardino Gregory P. Landis | •Reviews and proposes changes to the Corporation's corporate governance policies. •Develops criteria for evaluating performance of the Board. •Determines the requirements and qualifications for members of the Board, and recommends to the Board individuals for the position of director of the Corporation. •Independence: The Board has determined that each of the current members of the Nominating & Governance Committee is independent under the corporate governance listing standards of the Nasdaq. | | Finance Committee Meetings in 2025: 5 | Daniel B. More (Chair) Rebecca A. Klein Gregory P. Landis Nick O. Rowe Carol Wallace | •Assists the Board in overseeing the Corporation’s strategy and financings. •Reviews and makes recommendations to the Board regarding the Corporation’s long-term growth strategy, public and private financing, equity repurchase programs, dividend payments, and other distributions of equity. •Reviews significant rating agency communications, the Corporation's credit ratings, and business opportunities. | | Sustainability Committee Meetings in 2025: 4 | Carol Wallace (Chair) Carl Guardino Mary Ann Hanley Rebecca A. Klein Denise L. Kruger Nick O. Rowe | •Provides guidance to the Board regarding plans, programs, and activities related to the health and safety of employees, customers, business partners, and the public. •Provides guidance to the Board on plans, programs, and activities related to environmental stewardship and sustainability, water quality, operational efficiency, conservation, and water supply policies and water supply projects. |

  36. Daniel B. More

    | Evaluation of Board and Committee Performance |

  37. Daniel B. More

    Annually, the Board and each of our committees conduct a self-evaluation pursuant to our Corporate Governance Policies and committee charters. The Nominating & Governance Committee is responsible for overseeing this evaluation and providing an annual report to the Board regarding the results of such evaluations, including a review of the Board’s overall effectiveness and any additional areas in which the Board or management believes the Board can impact the Corporation.

  38. Daniel B. More

    | Code of Conduct |

  39. Daniel B. More

    The Corporation has adopted a Code of Conduct that applies to the directors, officers and employees of the Corporation. A copy of the Code of Conduct may be found at the Corporation's website at www.h2o-america.com. In the event that we make any amendments to, or grant any waivers of, a provision of the Code of Conduct that applies to any executive officer or director that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver, and the reasons therefore, on our website at www.h2o-america.com.

  40. Daniel B. More

    | Board Meetings |

  41. Daniel B. More

    During fiscal year 2025, the Board held a total of seven meetings, including regular and special meetings. Each director attended or participated in 75 percent or more of the aggregate of: (i) the total number of regular and special meetings of the Board; and (ii) the total number of meetings held by all committees of the Board on which such director served during the 2025 fiscal year. As Lead Independent Director, Mr. Landis presided at all Board meeting executive sessions of non-employee directors and independent directors in 2025. Pursuant to the Corporation's Governance Policies, each member of the Board is strongly encouraged to attend the Annual Meeting. All members of the Board who were nominated for election at the 2025 annual meeting attended such meeting.

  42. Daniel B. More

    | Communications with the Board |

  43. Daniel B. More

    Communications by stockholders or other interested persons to the Board, our Lead Independent Director, our independent directors as a group or with any individual director may be submitted by email to boardofdirectors@H2O-America.com or by writing to H2O America, Attention: Corporate Secretary, 110 W. Taylor Street, San Jose, California 95110. The Corporate Secretary reviews all such communications and forwards relevant questions or comments to named directors or committees or the Lead Independent Director, as appropriate. General comments or inquiries from stockholders are also forwarded to the appropriate individual within the Corporation, including the Chief Executive Officer, as appropriate. Interested parties may make their concerns known to non-employee directors or independent directors on a confidential and anonymous basis either online at H2O-America.ethicspoint.com or by calling the Corporation's toll-free hotline, 1-833-506-6151.

  44. Daniel B. More

    | Compensation of Directors |

  45. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth certain information regarding the compensation of each non-employee director of the Corporation for the 2025 fiscal year:

  46. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Carl Guardino | 100,000 | 106,418 | 206,418 | | Mary Ann Hanley | 110,000 | 106,418 | 216,418 | | Heather Hunt | 112,500 | 106,418 | 218,918 | | Rebecca A. Klein | 107,500 | 106,418 | 213,918 | | Denise L. Kruger | 105,000 | 106,418 | 211,418 | | Gregory P. Landis | 145,000 | 106,418 | 251,418 | | Daniel B. More | 137,500 | 106,418 | 243,918 | | Carol P. Wallace | 120,000 | 106,418 | 226,418 | | Eric W. Thornburg (3) | 112,500 | — | 112,500 |

  47. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Consists of the annual retainer for service as a member of the Board and its committees for the 2025 fiscal year, including amounts deferred under the Corporation’s Deferral Election Program for Non-Employee Board Members. (2)Represents the grant-date fair value of restricted stock unit awards covering 2,196 shares of the Corporation's common stock made to the non-employee directors under the Formulaic Equity Award Program for Non-Employee Board Members described in the section below titled “Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members.” The applicable grant-date fair value of each award was calculated in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 Compensation: Stock Compensation and accordingly determined on the basis of the closing selling price per share of H2O America’s common stock on the award date as appropriately discounted to reflect the lack of dividend equivalent rights. The reported grant-date value does not take into account any estimated forfeitures related to service-vesting conditions. The aggregate number of unvested restricted stock units held as of December 31, 2025 by each non-employee director was 2,196. (3)Consists of the annual retainer for Mr. Thornburg's service as the non-executive Chairman of the Board, prorated to reflect his period of service beginning July 1, 2025. The following table sets forth the 2025 annual Board and committee retainers for the non-employee directors of the Corporation, including the retainer for the non-executive chairman which Mr. Thornburg received effective July 1, 2025 following his retirement as President and Chief Executive Officer, and as an employee of the Corporation.

  48. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Board/Committee | Role | Annual Retainer ($) | | Board | Non-Executive Chairman | 225,000 | | | Lead Independent Director | 115,000 | | | Member | 90,000 | | Audit | Chair | 25,000 | | | Member | 10,000 | | Compensation | Chair | 20,000 | | | Member | 7,500 | | Finance | Chair | 15,000 | | | Member | 5,000 | | Nominating & Governance | Chair | 15,000 | | | Member | 5,000 | | Sustainability | Chair | 15,000 | | | Member | 5,000 |

  49. Aligning Executive Compensation with Strategy, Performance, and Culture

    Aligning Executive Compensation with Strategy, Performance, and Culture Our named executive officers' compensation program consists primarily of base salary, a short-term cash incentive award, long-term equity incentive awards in the form of performance-based restricted stock units ("PSUs") and service-based restricted stock units ("Service RSUs"), and participation in our retirement plans. The only fixed component of pay is base salary. See the section below titled "Executive Components and Pay Mix." Cash and equity incentive awards are driven by metrics that align with the Corporation’s business, short-term strategic operating goals, and long-term growth strategy. For the 2025 fiscal year, the cash incentive compensation for our executive officers was based on three categories of performance goals: key financial, operational, and strategic goals, reflecting our commitment to delivering value to our stockholders and customers. For the PSU awards, we retained a combination of return on equity ("ROE") and relative total shareholder return ("rTSR") goals to maintain our focus on absolute levels of long-term financial returns, and to align management with the long-term interests of our stockholders, respectively. For 2025, our performance resulted in 84.42 percent achievement of target for the short-term cash incentive compensation awards for the named executive officers,102.1 percent achievement of target for the ROE PSUs for the 2023-2025 performance period, and 25 percent achievement of target for the rTSR PSUs for the 2023-2025 performance period. Our executive compensation practices highlight our commitment to good governance:

  50. Aligning Executive Compensation with Strategy, Performance, and Culture

    | What We Do | | | | | | Align our executive pay with performance | | Maintain a clawback policy | | | Provide a balance of annual and long-term incentives that include multiple measures tied to our financial, operational, and strategic goals, including sustainability and stock price performance | | Prohibit hedging and pledging of the Corporation's common stock | | | Provide change in control payments under the Executive Severance Plan only on a double trigger | | Maintain a meaningful equity ownership policy for the executive officers | | | Include caps on individual payouts in short-term and long-term incentive plans | | Compensation Committee retains independent compensation consultants | | | Hold an annual "say-on-pay" advisory vote | | Compensation Committee regularly meets in executive session without management present | | | Annually assess risks in our compensation programs | | Regularly evaluate our peer group and pay positioning | | What We Don’t Do | | | | | | Pay dividends on unvested equity awards | | Provide excessive perquisites, or tax gross-up on perquisites | | | Provide excise tax gross-ups to the CEO, or to executive officers appointed after October 2022 | | Allow short sales of, or purchase of equity derivatives relating to, our common stock by officers or directors |

  51. Pay-for-Performance Aligned with Long-Term Stockholder Value

    Pay-for-Performance Aligned with Long-Term Stockholder Value As reflected in the charts below, consistent with our peers, a significant portion of our named executive officers' compensation is "at risk." The 2025 target short-term cash incentive ("STI") compensation and long-term equity incentive compensation for Mr. Thornburg constituted 74 percent of his annual total target direct compensation. Upon Mr. Walters' appointment as Chief Executive Officer on July 1, 2025, his 2025 target STI and long-term equity incentive constituted 72 percent of his annual total target direct compensation. The average target STI compensation and long-term equity incentive compensation for our other named executive officers as a group, constituted 55 percent of their annual total target direct compensation. The Compensation Committee does not maintain a formal policy regarding the allocation of compensation between cash and non-cash (equity) components or between short-term and long-term incentive compensation as it provides flexibility to determine the appropriate mix of compensation based on the Corporation’s strategic objectives, performance, and market conditions.

  52. Pay-for-Performance Aligned with Long-Term Stockholder Value

    | Mr. Walters' CEO 2025 Target Pay Mix | 2025 Non-CEO NEO Average Target Pay Mix | | | |

  53. Pay-for-Performance Aligned with Long-Term Stockholder Value

    Our executive officers’ total direct compensation is performance-based, reinforcing a balanced focus on both our short-term priorities and long-term strategic objectives. Consistent with our compensation philosophy, the program is informed by competitive market data and calibrated using additional factors such as individual experience, tenure, leadership, performance, company performance, and internal equity. Our executive compensation program is designed to support the Corporation’s long-term success by attracting, motivating, and retaining leaders capable of executing our strategic plan. The program promotes a high-performance culture through incentive opportunities that reward operational and financial excellence while maintaining strong alignment with stockholder interests.

  54. Pay-for-Performance Aligned with Long-Term Stockholder Value

    | Pay Elements | Strategic Value | Performance Alignment | | Base Salary | Set competitive base salaries that attract and retain high-quality executive talent | Considers market positioning alongside scope of responsibilities, individual contribution, and expertise | | Annual Short-Term Incentives | Designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic and operational goals Sustainability, strong governance, and solid financial performance support resilient operations. We build thriving communities through reliable water services, a safe workplace, and ongoing customer engagement, driving both operational and financial success | Financial Goals (35%) •Adjusted Diluted EPS (20%) •2025 Capital Additions (15%) Operational Goals (50%) •Customer Satisfaction Survey •Employee Satisfaction Survey •Environmental Leadership: Water Quality •Employee Safety/OSHA Recordable Incident Rate •Operations & Maintenance Efficiency Ratio Strategic Goal (15%) |

  55. Pay-for-Performance Aligned with Long-Term Stockholder Value

    | Long-Term Incentives (LTI) | To drive and reward the achievement of long-term results measured against pre-determined goals and align the interests of NEOs with stockholders’ interests PSUs: •70% of Messrs. Thornburg and Walters' Annual LTI •60% of other NEO’s Annual LTI | Return on Equity (30% for all NEOs) •3-year performance period •Subject to continued service through vesting Relative TSR (Messrs. Thornburg and Walters: 40%, Other NEOs: 30%) •3-year performance period •Compared to (i) a water utility peer group and (ii) S&P small-cap and mid-cap utility index companies •Subject to continued service through vesting | | | Further align NEOs’ interests with stockholders by incentivizing share value growth while reinforcing retention through stock ownership Service RSUs: •30% of Messrs. Thornburg and Walters' LTI Annual LTI •40% of other NEO’s Annual LTI | •Realized value reflects share price appreciation •Three-year ratable vesting schedule | | Retirement & Severance Benefits | Market-competitive retirement benefits help attract top executive talent, support long-term retention, align with peer practices, and reward sustained contributions to the Corporation’s success | Eligible to participate in: •tax-qualified pension plans •supplemental retirement plans •perquisites •severance benefits |

  56. UPDATES TO 2026 EQUITY COMPENSATION PROGRAM

    UPDATES TO 2026 EQUITY COMPENSATION PROGRAM As discussed above, the Compensation Committee regularly reviews the Corporation’s incentive compensation programs to ensure they remain aligned with the Corporation’s strategy and support long-term stockholder value and feedback. For fiscal year 2026, the Compensation Committee approved updates to the Corporation’s short-term and long-term incentive programs to reflect the Corporation’s evolving strategic, operational, regulatory, and sustainability priorities. For fiscal year 2026, the short-term incentive program includes a greenhouse gas emissions reduction metric and refinements to certain safety, operational, and capital expenditures and water quality performance criteria. The long-term incentive program has been revised to replace the rTSR performance metric for PSU awards with a customer affordability metric that evaluates the relationship between average annual residential water bills and household income within the communities served by the Corporation. The ROE performance metric will continue to be used for PSU awards, with certain modifications to include the impacts of the Corporation’s acquisitions in Texas announced during 2025.

  57. UPDATES TO 2026 EQUITY COMPENSATION PROGRAM

    | Discussion and Analysis |

  58. UPDATES TO 2026 EQUITY COMPENSATION PROGRAM

    This section provides detailed information about 2025 compensation and the Compensation Committee's decision-making process for the Corporation's Chief Executive Officer ("CEO"), former CEO, Chief Financial Officer ("CFO"), and the other three most highly compensated executive officers whose total compensation for the 2025 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2025 fiscal year, and are referred to in this proxy statement as the "named executive officers" or "NEOs."

  59. BENCHMARKING AND SETTING 2025 EXECUTIVE TARGET COMPENSATION

    BENCHMARKING AND SETTING 2025 EXECUTIVE TARGET COMPENSATION The Compensation Committee considered the following principal factors when setting the 2025 fiscal year base salary and target compensation levels for the executive officers: •Advice from the Compensation Committee's independent compensation consultant; •Mr. Thornburg's recommendations for other executive officers; •Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan; •Competitive benchmarking to our peer group; •Feedback from stockholders and stockholder advisory groups; •Individual performance as assessed by the Compensation Committee, with input from the CEO as to the executive officers other than the CEO; •Input from other H2O America Board committee chairs and the Lead Independent Director; •Long-term retention; •Results of the last "say-on-pay" proposal; •The cost of living and cost of labor; and •Tenure, future potential, and internal pay equity. Major compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual incentive cash compensation opportunities and the determination of the value of long-term equity incentive awards, are generally made by the Compensation Committee during the last quarter of the prior year and during the first quarter of the current year. For the 2025 fiscal year, the Compensation Committee made compensation decisions for the NEOs based on executive compensation benchmarking reports prepared by Mercer, its compensation consultant, in September 2024. These reports compare the Corporation’s peer group compensation practices, as described below.

  60. BENCHMARKING AND SETTING 2025 EXECUTIVE TARGET COMPENSATION

    | Target Positioning | •For the 2025 fiscal year, the Compensation Committee continued to target total annual direct compensation between the median and 75th percentile of the peer group, reflecting a competitive talent market and geographic differences in labor costs. (1) (2) (3) | | | | •Benchmarking focus on publicly traded, highly regulated water or multi-utility companies with comparable operating environments, executive skill requirements, market dynamics, and companies that are identified externally as the Corporation's peers. | | | Industry Focus & Business Characteristics | | | | | •U.S publicly traded utility companies within 1/3–3x of H2O’s revenue, asset size, and/or market capitalization. •Mercer did not recommend changes to the Corporation's peer group for 2025 as compared to its 2024 peer group. •The Compensation Committee believed that all of the peer companies represented primary competitors for executive talent and investment capital and approved the peer group set forth below. | | | Relevant Size Range | | | | | •ALLETE, Inc. •American States Water Company •Avista Corporation •Black Hills Corporation •California Water Services Group •Chesapeake Utilities Corporation | •MGE Energy, Inc. •Middlesex Water Company •NorthWestern Energy Group, Inc. •Northwest Natural Holding Company •TXNM Energy Inc. •Unitil Corporation | | 2025 Peer Group | | |

  61. BENCHMARKING AND SETTING 2025 EXECUTIVE TARGET COMPENSATION

    (1) In December 2024, the Compensation Committee adjusted Mr. Thornburg's compensation as part of a strategy to align his compensation over time with the stated target positioning range and to better align his pay mix with peer group practices. Accordingly, the Compensation Committee set Mr. Thornburg's 2025 base salary at $935,000, maintained his target annual cash incentive at 95% of his base salary, and increased the 2025 long-term incentive target percentage by 4.4 percentage points. These adjustments were intended to position Mr. Thornburg's 2025 target total direct compensation at the 55th percentile based on peer group data provided by Mercer. (2) The Compensation Committee adjusted the 2025 compensation for the other executive officers to maintain positioning of total direct compensation within the target pay positioning described above relative to the Corporation's peer group. Specifically, the Compensation Committee increased the base salaries and long-term incentive percentages, while maintaining target short-term incentive awards for the other executive officers to maintain competitive positioning, and to continue to reflect a total pay opportunity and pay mix in alignment with the market. These adjustments for 2025 resulted in average total target direct compensation at the 68th percentile based on peer group data provided by Mercer to the Committee in September 2024. (3) In connection with the July 1, 2025 executive transition, the Compensation Committee increased base salary, target short-term incentives and target long-term incentives for Mr. Walters (intended to position his 2025 total target direct compensation at the 30th percentile of the CEO peer group data provided by Mercer in September 2024) . The Compensation Committee increased base salary and target short-term incentives for Mr. Hauk, and Mses. Johnson and Kelly, and increased target long-term incentive for Ms. Kelly, in conjunction with their promotions and intended to reflect their expanded role and impact. In all cases, increases were more heavily weighted towards incentive pay than base salary in order to maintain market pay mix alignment.

  62. 2026 Peer Group and Benchmarking Methodology

    2026 Peer Group and Benchmarking Methodology Following the significant role changes discussed under "Appointments and Executive Transitions" above and refinements to the Corporation's leadership team reporting structure, the Compensation Committee asked Mercer to explore changes to the benchmarking methodology for executive officers, other than the CEO, due to the limited availability of role-based matches in the 2025 peer group. Beginning in 2026, the Compensation Committee and management determined to benchmark compensation for named executive officers, other than the CEO, using a broader group of utility companies. The non-CEO peer group for 2026 includes the 12 peer companies from the 2025 peer group plus the following 18 additional companies from the S&P 1500 Utilities index.

  63. 2026 Peer Group and Benchmarking Methodology

    | 2026 Non-CEO Peer Group | | | | Alliant Energy Corporation | American Water Works Company, Inc. | CMS Energy Corporation | | Consolidated Edison, Inc. | Constellation Energy Corporation | Dominion Energy, Inc. | | DTE Energy Company | Duke Energy Corporation | Eversource Energy | | Exelon Corporation | FirstEnergy Corp. | MDU Resources Group, Inc. | | NiSource Inc. | ONE Gas, Inc. | Portland General Electric Company | | Southwest Gas Holdings, Inc. | WEC Energy Group, Inc. | Xcel Energy Inc. |

  64. 2026 Peer Group and Benchmarking Methodology

    These additional companies were selected because they have executive roles with responsibilities similar in scope to one or more of the Corporation's named executive officer positions. No changes were made to the peer group and benchmarking methodology for the CEO.

  65. ROLE OF EXTERNAL ADVISORS

    ROLE OF EXTERNAL ADVISORS The Compensation Committee does not delegate any of its authority with respect to executive officer and director compensation, other than with respect to routine administrative functions. The Compensation Committee does, from time to time, consult with other independent Board members regarding executive compensation matters and is authorized to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for the Corporation's executive officers and other key employees. The Compensation Committee engaged Mercer as the Compensation Committee's independent compensation consultant. In fiscal year 2025, Mercer provided the following services: •Advised the Compensation Committee in selecting a peer group to be used for benchmarking compensation; •Conducted a competitive review of officer compensation levels and practices relative to the peer group, including consideration of impact of location on cost of living and cost of labor; •Advised the Compensation Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the executive officers of the Corporation; •Advised the Compensation Committee regarding short and long-term incentive compensation design changes; and •Advised the Compensation Committee regarding regulatory developments, governance updates, market practices, and market trends. Representatives of Mercer attended the majority of the Compensation Committee meetings and provided guidance and expertise on competitive pay practices and plan designs consistent with the Corporation's key objectives. The Compensation Committee determined that Mercer was independent and that its work did not raise any conflict of interest. The Compensation Committee made such determinations primarily on the basis of the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) under the Exchange Act. The Compensation Committee will apply the same factors, together with any factors identified by the Nasdaq Stock Market, and any other factors the Compensation Committee may deem relevant under the circumstances, in determining whether any other person from whom the Compensation Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.

  66. ANNUAL CASH INCENTIVE COMPENSATION

    ANNUAL CASH INCENTIVE COMPENSATION In fiscal year 2025, Messrs. Walters, Hauk and Brown, and Mses. Kelly and Johnson were eligible for annual cash incentive compensation under the Corporation’s Amended and Restated Executive Officer Short-Term Incentive Plan (“STIP”). Mr. Thornburg's 2025 incentive cash award was forfeited when he retired as an officer of the Corporation effective July 1, 2025. Under the STIP, participating named executive officers are eligible to receive cash incentive payments based on their respective target incentive amounts, the Corporation's achievement of specified performance criteria, and individual performance, as discussed below.

  67. Target Incentive Amounts

    Target Incentive Amounts Each year, the Compensation Committee establishes target annual cash incentive compensation for each named executive officer tied to a percentage of base salary. See the sections below titled "Benchmarking and Setting 2025 Executive Compensation" for a discussion of the Compensation Committee’s decisions regarding pay positioning. The following table sets forth the target annual cash incentive compensation percentages in effect for the 2024 fiscal year and the 2025 fiscal year, both before and after July 1, 2025, for our named executive officers, based on their base salaries for the respective period.

  68. Target Incentive Amounts

    | | Annual Incentive Cash Compensation | | | | | Name | 2024 Target (%) | Pre-July 1, 2025 Target (%) | Post-July 1, 2025 Target (%) | Change (%) | | Eric W, Thornburg(1) | 95 | 95 | — | — | | Andrew F. Walters | 55 | 55 | 95 | 73 | | Ann P. Kelly | 30 | 30 | 55 | 83 | | Bruce A. Hauk | 50 | 50 | 57.5 | 15 | | Kristen A. Johnson | 40 | 40 | 47.5 | 19 | | Willie Brown | 40 | 40 | 40 | — |

  69. 2025 Fiscal Year Payout

    2025 Fiscal Year Payout In February 2026, the Compensation Committee determined that the cash incentive compensation under the STIP for the 2025 fiscal year should be paid to the participating named executive officers in the percentage and amount of the officer's respective target as set forth in the table below. This determination was made on the basis of the Corporation's performance in relation to the quantitative and qualitative performance criteria discussed above.

  70. 2025 Fiscal Year Payout

    | 2025 STIP Cash Compensation | | | | | | | Target ($)(1) | Individual Performance ($) | Total ($) | Actual Payout (% of Target) | | Andrew F. Walters | 472,988 | 28,379 | 427,660 | 90.42(2) | | Ann P. Kelly | 195,937 | 14,456 | 191,329 | 97.60(3) | | Bruce A. Hauk | 293,016 | 17,581 | 264,935 | 90.42(2) | | Kristen A. Johnson | 234,117 | 14,047 | 211,681 | 90.42(2) | | Willie Brown | 184,000 | 11,040 | 166,367 | 90.42(2) |

  71. 2025 Fiscal Year Payout

    (1) The target annual incentive cash compensation, as discussed in the "Target Incentive Amounts" section above, was determined based on the aggregate of the pre-July 2025 and the post-July 2025 salaries of each participating named executive officer other than Mr. Brown, with each portion calculated by applying the applicable target bonus percentage to base salary and prorating for the portion of the year served, as follows: for Mr. Walters, $146,722 and $326,266, respectively; for Ms. Kelly $63,575 and $132,362, respectively; for Mr. Hauk $133,384 and $159,632, respectively; and for Ms. Johnson $104,712 and $129,405, respectively. Mr. Brown's salary and target annual incentive cash compensation remained unchanged in 2025. (2) Includes 84.42 percent of target annual incentive cash compensation for the quantitative performance criteria for the named executive officers. (3) For Ms. Kelly, individual performance reflects her service as Chief Accounting Officer prior to July 2025 and as Chief Financial Officer thereafter, with different quantitative performance factors applied to each role. This resulted in an achievement of 90.2% of target annual incentive cash compensation for the quantitative performance criteria and 7.4 percent of target annual incentive cash compensation for individual performance.

  72. EQUITY COMPENSATION

    EQUITY COMPENSATION A significant portion of each named executive officer's compensation is provided in the form of long-term incentive equity awards under the Corporation's Long-Term Incentive Plan. Service RSUs granted have a three-year vesting schedule to provide a meaningful incentive for the executive officer to remain in the Corporation's service. Leveraged PSUs have increasing payout rates based on the level of attainment of specified performance goals over a three-year performance period to encourage performance resulting in the attainment of goals. None of the PSU or Service RSU awards granted in 2025 to the named executive officers include dividend equivalent rights.

  73. 2025 Fiscal Year PSU Grants

    2025 Fiscal Year PSU Grants In December 2024, the Compensation Committee determined to increase Mr. Thornburg's 2025 target long-term incentive by 4.4 percentage points, while increasing long-term incentive targets for the other named executive officers, by 4.3 to 11.1 percentage points in order to maintain alignment with the market, as related to our peers. See the section titled “Benchmarking and Setting 2025 Executive Target Compensation" below for a discussion of the Compensation Committee’s decision regarding pay positioning. As discussed under "Appointments and Executive Transitions" above, the Compensation Committee approved additional grants for Mr. Walters and Ms. Kelly effective as of July 1, 2025. The performance goals for these additional grants match those for 2025 PSU awards granted prior to July 1, 2025. For Mr. Thornburg, the PSUs accounted for 70 percent of the 2025 long-term grants, with ROE PSUs and rTSR PSUs weighted at 30 and 40 percent, respectively. Following the additional July 1, 2025 grants, Mr. Walters' award mix was aligned with Mr. Thornburg's mix. For the other named executive officers, the PSUs accounted for 60 percent of the 2025 long-term grants, with ROE PSUs and rTSR PSUs each weighted at 30 percent. The high allocation to PSUs, and the weighting among performance-based awards for all of the named executive officers, support appropriate stockholder alignment and focus on stockholder value creation. Effective January 2, 2025, each named executive officer, was granted PSU awards.

  74. 2025 rTSR Award

    2025 rTSR Award The rTSR award vests based on rTSR over the performance period measured from January 1, 2025 to December 31, 2027 and the officer's continued service through December 31, 2027. The number of shares issuable under such rTSR PSU award will range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goals. Payouts are determined based on the Corporation’s relative TSR performance over three years measured against the peer groups discussed below, and may fall anywhere within this range based on the Corporation’s relative ranking and performance. The Corporation's rTSR performance award is measured against two equally weighted groups of companies: (i) water utility peer companies and (ii) S&P small-cap and mid-cap utility index companies. The water utility peer group is identical to the group used for the rTSR awards granted in 2024. The 2024 S&P peer group, as constituted by the index, differs from the 2024 index composition by six companies.

  75. 2025 Fiscal Year Service RSU Grants

    2025 Fiscal Year Service RSU Grants Effective January 2, 2025, the first business day of the year, each named executive officer was granted service RSU awards that vest in three equal installments upon completion of each year of service over the three-year period measured from the grant date. Effective July 1, 2025, as discussed under "Appointments and Executive Transitions" above, additional Service RSU awards were granted to Messrs. Walters and Hauk and Mses. Kelly and Johnson. The value of the awards is included in the table below. The table below indicates the value of the Service RSU and PSU awards granted to each named executive officer in 2025.

  76. 2025 Fiscal Year Service RSU Grants

    | Name | Service RSU Award | rTSR PSU Award | ROE PSU Award | | | ($) | ($) | ($) | | Eric W. Thornburg | 538,500 | 718,600 | 538,500 | | Andrew F. Walters | 345,000 | 460,000 | 345,000 | | Ann P. Kelly | 140,000 | 105,000 | 105,000 | | Bruce A. Hauk | 256,745(1) | 109,500 | 109,500 | | Kristen A. Johnson | 224,675(2) | 87,000 | 87,000 | | Willie Brown | 116,000 | 87,000 | 87,000 |

  77. 2025 Fiscal Year Service RSU Grants

    (1) Includes a special one-time retention Service RSU award with a grant date value of $110,745 with 2-year cliff vesting which was granted in connection with Mr. Hauk's promotion to President of the Corporation. (2) Includes a special one-time retention Service RSU award with a grant date value of $108,675 with 2-year cliff vesting which was granted in connection with Ms. Johnson's promotion to President of the Shared Services organization.

  78. CLAWBACK POLICY

    | Covered Employees | •Current and former executive officers of the Corporation | | Covered Compensation | •PSU and other stock-based awards that are granted, earned, or vested based on the attainment of financial measures, including those determined in accordance with the accounting principles used in preparing our financial statements, our stock price, and TSR •In addition to the Clawback Policy, the PSU award agreements and the CWC Performance Stock Program provide that awards are subject to clawback policies and all applicable legal and regulatory requirements | | Clawback Triggering Events | •Restatement of our financial results resulting in erroneously awarded compensation | | Compensation Committee Authority | •Determine the recoverable amount of compensation •Determine the process for recovery |

  79. POLICY GOVERNING HEDGING AND PLEDGING OF COMMON STOCK

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

  80. PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS

    PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS The Corporation currently does not grant awards of stock options, stock appreciation rights, or similar option-like instruments to its employees, including to any of the named executive officers. Accordingly, the Corporation has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Corporation. In the event the Corporation determines to grant new awards of options, stock appreciation rights, or similar option-like instruments to employees, including our named executive officers, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  81. Employment Agreements

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

  82. Executive Severance Plan and Severance Programs

    Executive Severance Plan and Severance Programs

  83. Executive Severance Plan

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

  84. Severance Benefits for Ms. Johnson

    Severance Benefits for Ms. Johnson Ms. Johnson will become entitled to severance benefits under her amended employment agreement in the event that her employment is terminated under certain defined circumstances. For further information concerning Ms. Johnson's potential severance benefits, see the section titled "Employment Agreements, Termination of Employment, and Change in Control Arrangements" that appears later in this Proxy Statement.

  85. SECTION 162(m) OF THE CODE

    | Summary Compensation Table |

  86. SECTION 162(m) OF THE CODE

    | Name and Principal Position | Year | Salary ($)(2)(3) | Bonus ($) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compen -sation ($)(3)(5) | Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($)(6)(7) | All Other Compen- sation ($)(8) | Total ($) | | Eric W. Thornburg (1) Former President, Chief Executive Officer and Chairman of the Board | 2025 | 461,572 | — | 1,783,435 | — | 806,463 | 13,800 | 3,065,270 | | | 2024 | 909,000 | — | 1,670,168 | 703,728 | 750,912 | 13,800 | 4,047,608 | | | 2023 | 874,000 | — | 1,709,660 | 924,261 | 688,654 | 14,161 | 4,210,736 | | Andrew F. Walters Chief Executive Officer and Chairman of the Board | 2025 | 619,308 | — | 1,690,019 | 427,660 | 25,540 | 110,415 | 2,872,942 | | | 2024 | 520,000 | — | 349,929 | 361,768 | — | 112,911 | 1,344,608 | | | 2023 | 495,000 | — | 342,201 | 290,813 | 115,547 | 93,665 | 1,337,226 | | Ann P. Kelly Chief Financial Officer and Treasurer | 2025 | 451,230 | — | 351,834 | 191,329 | 55,812 | 25,000 | 1,075,205 | | Bruce A. Hauk President and Chief Operating Officer | 2025 | 543,598 | — | 471,538 | 264,935 | 97,061 | 14,000 | 1,391,132 | | | 2024 | 520,000 | — | 311,609 | 328,880 | 74,149 | 13,800 | 1,248,438 | | | 2023 | 500,000 | — | 301,964 | 264,375 | 57,230 | 118,981 | 1,242,550 | | Kristen A. Johnson President of Shared Services, Senior Vice President and Chief Administrative Officer | 2025 | 543,809 | — | 395,349 | 211,681 | 569,962 | 18,122 | 1,738,923 | | | 2024 | 510,000 | — | 263,685 | 258,045 | 461,035 | 16,853 | 1,509,618 | | | 2023 | 490,000 | — | 253,668 | 201,513 | 936,729 | 17,383 | 1,899,293 | | Willie Brown Vice President and General Counsel | 2025 | 460,000 | — | 286,655 | 166,367 | 128,088 | 39,000 | 1,080,110 | | | 2024 | 445,000 | — | 258,910 | 225,157 | 80,562 | 16,410 | 1,026,039 | | | 2023 | 406,000 | — | 253,668 | 166,968 | 79,919 | 18,049 | 924,604 |

  87. SECTION 162(m) OF THE CODE

    | 2025 Grants of Plan-Based Awards |

  88. SECTION 162(m) OF THE CODE

    | 2025 Outstanding Equity Awards at Fiscal Year-End |

  89. SECTION 162(m) OF THE CODE

    | 2025 Option Exercises and Stock Vested |

  90. SECTION 162(m) OF THE CODE

    | Pension Benefits |

  91. SECTION 162(m) OF THE CODE

    | Non-Qualified Deferred Compensation |

  92. SECTION 162(m) OF THE CODE

    | Pay Ratio Disclosure |

  93. SECTION 162(m) OF THE CODE

    | Pay versus Performance Table |

  94. SECTION 162(m) OF THE CODE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for Mr. Thornburg ($) | Compensation Actually Paid to Mr. Thornburg ($) | SCT Total for Mr. Walters ($) | Compensation Actually Paid to Mr. Walters ($)(1) | Average SCT Total for Non-CEO NEOs ($) (2) | Average Compensation Actually Paid to Non-CEO NEOs ($) (1)(2) | TSR ($) | S&P 1000 Utilities Index TSR ($)(3) | Net Income (thousands) ($) | Adjusted Diluted EPS ($) (4) | | 2025 | 3,065,270 | 1,958,555 | 2,872,942 | 1,866,987 | 1,321,343 | 1,057,626 | 80.00 | 152.99 | 102,578 | 2.99 | | 2024 | 4,047,608 | 1,809,440 | — | — | 1,411,736 | 1,084,127 | 77.73 | 131.50 | 93,967 | 2.93 | | 2023 | 4,210,736 | 3,040,179 | — | — | 1,350,918 | 967,212 | 100.38 | 105.79 | 84,987 | 2.76 | | 2022 | 3,185,995 | 4,590,645 | — | — | 992,647 | 1,043,718 | 122.09 | 120.33 | 73,828 | 2.37 | | 2021 | 3,288,886 | 2,754,516 | — | — | 995,670 | 1,004,775 | 107.66 | 121.01 | 60,478 | 1.87 |

  95. SECTION 162(m) OF THE CODE

    | Narrative Disclosure To Pay Versus Performance Table |

  96. PAY VERSUS PERFORMANCE TABULAR LIST

    PAY VERSUS PERFORMANCE TABULAR LIST The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers to performance for the fiscal year ended December 31, 2025: •Adjusted diluted EPS; •Capital additions; •Customer satisfaction; •Employee satisfaction; •Environmental leadership – water quality; •Return on equity; and •rTSR percentile positioning.

  97. PAY VERSUS PERFORMANCE TABULAR LIST

    | Securities Authorized for Issuance Under Equity Compensation Plans |

  98. PAY VERSUS PERFORMANCE TABULAR LIST

    The following table provides information as of December 31, 2025, with respect to the shares of the Corporation's common stock that may be issued under the Corporation's equity compensation plans:

  99. PAY VERSUS PERFORMANCE TABULAR LIST

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column A) | | | A | B | C | | Equity Compensation Plans Approved by Stockholders(1) | 278,565(2) | —(3) | 1,269,101(4)(5) | | Equity Compensation Plans Not Approved by Stockholders(6) | — | — | — | | Total | 278,565(2) | —(3) | 1,269,101(4)(5) |

  100. PAY VERSUS PERFORMANCE TABULAR LIST

    (1)Consists of the Corporation's 2013 Long-Term Incentive Plan that was superseded by the 2023 Long-Term Incentive Plan, and the 2014 Employee Stock Purchase Plan that was superseded by the 2023 Employee Stock Purchase Plan. No future awards will be granted under the superseded plans, and the outstanding awards under such plans will survive in accordance with their respective terms. (2)Includes 278,565 shares of common stock underlying deferred stock awards and restricted stock units that will entitle each holder to the issuance of one share of common stock for each deferred share or restricted stock unit that vests following the applicable performance-vesting or service-vesting requirements, consisting of 35,595 shares from the 2013 Long-Term Incentive Plan and 242,970 shares from the 2023 Long-Term Incentive Plan. Excludes outstanding purchase rights under the 2014 and 2023 Employee Stock Purchase Plans. Excludes restricted stock units and deferred stock unit awards assumed by H2O America in connection with the merger with CTWS in October 2019. As of December 31, 2025, a total of 22,134 shares of common stock were issuable under such assumed awards of which 2,671 shares were subject to unvested restricted stock units and 19,463 shares were subject to vested restricted stock units that will be issued in accordance with the participant’s deferral election. No additional awards may be granted under those assumed arrangements. (3)Calculated without taking into account the 278,565 shares of common stock subject to outstanding deferred stock awards or restricted stock units that will become issuable upon or following the vesting of those awards or units, without any cash consideration or other payment required for such shares. (4)Consists of 862,815 shares of common stock available for issuance under the 2023 Long-Term Incentive Plans and 406,286 shares of common stock available for issuance under the 2023 Employee Stock Purchase Plans. (5)The shares under the 2023 Long-Term Incentive Plan may be issued pursuant to stock option grants, stock appreciation rights, restricted stock or restricted stock unit awards, performance shares, dividend equivalent rights, and stock bonuses. (6)The Corporation does not have any outstanding equity compensation plans which are not approved by stockholders.

  101. PAY VERSUS PERFORMANCE TABULAR LIST

    | Compensation Committee Interlocks and Insider Participation |

  102. PAY VERSUS PERFORMANCE TABULAR LIST

    No member of the Compensation Committee was at any time during the 2025 fiscal year, or at any other time, an officer or employee of the Corporation or any of its subsidiaries. No executive officer of the Corporation served during the 2025 fiscal year as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving as a member of the Corporation's Board or the Compensation Committee. Messrs. Landis and More and Mses. Hunt and Klein served on the Compensation Committee during the 2025 fiscal year. None of the Compensation Committee members had a relationship requiring disclosure under Item 404 of Regulation S-K.

  103. PAY VERSUS PERFORMANCE TABULAR LIST

    | Employment Agreements, Termination of Employment, and Change in Control Arrangements |

  104. PAY VERSUS PERFORMANCE TABULAR LIST

    | Mr. Thornburg's Employment Agreement |

  105. PAY VERSUS PERFORMANCE TABULAR LIST

    In September 2017, the Corporation entered into an employment agreement pursuant to which Mr. Thornburg agreed to serve as the President and Chief Executive Officer effective November 6, 2017. The agreement was amended on December 31, 2019, and terminated upon Mr. Thornburg's retirement from the Corporation effective July 1, 2025. Certain terms of the agreement, as amended, are summarized below: •Mr. Thornburg's annual base salary for the 2017 and 2018 calendar years was established at $700,000. •Pursuant to the December 31, 2019 amendment to his employment agreement, Mr. Thornburg's target annual incentive cash compensation shall be no less than 75 percent of his base salary starting with the 2020 fiscal year. •Mr. Thornburg received a sign-on cash bonus in the amount of $310,000 in the first quarter of 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation. •Mr. Thornburg was eligible to receive enhanced severance benefits under the Executive Severance Plan (but not a tax gross-up as described below) and enhanced retirement benefits under the SJWC Cash Balance SERP. •Mr. Thornburg was entitled to severance benefits upon an involuntary termination (under certain circumstances where he is not eligible for benefits under the Executive Severance Plan) . •Mr. Thornburg's compensation was subject to clawback in accordance with applicable laws and regulations.

  106. PAY VERSUS PERFORMANCE TABULAR LIST

    | Ms. Johnson's Employment Agreement |

  107. PAY VERSUS PERFORMANCE TABULAR LIST

    Prior to the closing date of the Merger between the Corporation and CTWS (the "Merger") on October 9, 2019 (the "Closing Date"), Ms. Johnson had entered into an employment agreement with CTWS and CWC that became effective at the closing of the Merger for a continuously renewing period of three years (the “Johnson Employment Agreement”). Under the Johnson Employment Agreement, Ms. Johnson was entitled to certain compensation and benefits for services to CTWS and severance benefits covering a three-year period payable upon an involuntary termination. The Compensation Committee and the CTWS board of directors approved the amendment and restatement of the Johnson Employment Agreement effective as of November 1, 2019, to establish Ms. Johnson’s compensation and benefits for her continued service to the Corporation following the Merger; her severance benefits were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger. The material terms of the amended and restated Johnson Employment Agreement dated October 9, 2019, as amended through November 1, 2019, are as follows: i.A continuously renewing three-year term commencing with the Closing Date until Ms. Johnson’s attainment of age 65 (the “Term”); ii.A base salary of no less than $375,000; iii.Annual cash incentive compensation based on level of attainment of established performance goals with a target of 35 percent of base salary for 2020; iv.Commencing in 2020, an annual RSU grant covering a target number of shares of the Corporation’s common stock equal to at least $136,000 divided by the closing price on the grant date, each such award being in the form of service-vesting RSUs that vest based on Ms. Johnson’s continued service and/or performance-based RSUs that vest based on achievement of performance goals, as determined by the Compensation Committee, and Ms. Johnson’s continued service; v.Severance payments and benefits upon a termination without cause or due to disability, or resignation for good reason, subject to her execution of a release of claims, that were already provided for in the Johnson Employment Agreement as approved by CTWS prior to the Merger as follows: •An amount equal to three times base salary and target annual cash incentive compensation for the year of termination, with such amount paid in 36 equal monthly installments; •Full vesting of all CTWS incentive awards assumed by the Corporation in the Merger; •An amount equal to the aggregate contributions to any defined contribution retirement plan that would have been made (plus earnings thereon) as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date; •Interest equivalent deferrals under the Deferred Compensation Plan II as if Ms. Johnson had remained employed for a period of 3 years, payable in a lump sum on the second anniversary of the termination date; •Enhanced retirement benefits, as described in the amended and restated Johnson Employment Agreement: •An amount equal to discounted present value of the additional pension benefits that would have been payable under the CTWS Retirement Plan, and any supplemental defined benefit plan that may then be in effect, if Ms. Johnson had remained employed for a period of 3 years, such amount payable in a lump sum on the second anniversary of the termination date; •An amount equal to 3 times the annual contributions for life, health, disability, and similar welfare plans and perquisites payable in a lump sum on the first day of the month following termination or such later date as required for compliance with Code Section 409A; •Reimbursement for reasonable legal or accounting fees and expenses incurred by Ms. Johnson to obtain or enforce any right or benefit provided to her under the amended and restated Johnson Employment Agreement; •Reasonable outplacement services for a period of up to one year; and •If her termination is due to her disability, benefits payable in accordance with any disability plan maintained by CWC, for which she is eligible. The severance payments for Ms. Johnson under the Johnson Employment Agreement are generally the same whether her qualifying termination occurs in connection with, or without, a change in control. Ms. Johnson is a party to a CWC SERP Agreement, under which she will be entitled to additional retirement income determined under the CWC Retirement Plan but without the compensation limit under the Code, offset by the benefit actually payable under the CWC Retirement Plan and a prior employer's defined benefit plan, subject to an early retirement reduction for a separation from service prior to attainment of age 62. In the event of a separation from service either without cause (as defined in Ms. Johnson’s employment agreement) or due to death or disability at any time before the attainment of age 62, the supplemental retirement benefit under the CWC SERP Agreement will generally be treated as separation from service that occurred after the participant attained age 62 in two respects: (i) the supplemental retirement benefit will not be reduced by an early retirement factor and (ii) the components of compensation used to calculate average earnings for purposes of the supplemental retirement benefit will be consistent with the components used following a “separation from service” after attaining age 62. Ms. Johnson has not attained age 62. The Corporation has not entered into employment agreements with any officers of the Corporation, other than with Mr. Thornburg and Ms. Johnson, as discussed above.

  108. PAY VERSUS PERFORMANCE TABULAR LIST

    | Executive Severance Plan |

  109. PAY VERSUS PERFORMANCE TABULAR LIST

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

  110. PAY VERSUS PERFORMANCE TABULAR LIST

    | Accelerated Vesting of Equity Awards |

  111. PAY VERSUS PERFORMANCE TABULAR LIST

    The Service RSU awards granted to the named executive officers vest in full on a CIC if they are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will continue to vest over the service period subject to vesting in full on a termination without good cause or resignation for good reason during the 24-month period following the effective date of the CIC. The awards also vest in full on termination by reason of death or permanent disability during the vesting period even if there is no CIC. The PSU awards granted to the named executive officers will vest with respect to the target number of shares on a CIC if the awards are not assumed, replaced or otherwise continued. If such awards are assumed, replaced or otherwise continued following a CIC, then the awards will vest at target level at the end of the performance period or an earlier termination without good cause or resignation for good reason or by reason of death or permanent disability following the CIC. The awards also vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability other than in connection with a CIC.

  112. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments Upon Termination, Other Than for Mr. Thornburg and Ms. Johnson |

  113. PAY VERSUS PERFORMANCE TABULAR LIST

    The potential payments that each named executive officer, other than Ms. Johnson, would receive upon (i) a qualifying termination with a CIC, (ii) a qualifying termination without a CIC, and (iii) upon a CIC are described below.

  114. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments Upon Termination with CIC |

  115. PAY VERSUS PERFORMANCE TABULAR LIST

    The table below indicates the potential payments that each named executive officer, other than Mr. Thornburg who retired effective July 1, 2025, and Ms. Johnson, would receive upon a qualifying termination following a CIC. The potential payments to the executive officers shown in the table below are based upon the following assumptions: i.There is a qualifying termination of employment on December 31, 2025; and ii.The CIC is assumed to have occurred on December 31, 2025 at a price per share payable to the holders of the Corporation's common stock equal to $48.99 per share, the closing selling price of such common stock on December 31, 2025, the last trading day in the 2025 fiscal year.

  116. PAY VERSUS PERFORMANCE TABULAR LIST

    | Name | Cash Severance Payment ($)(1) | Present Value of Enhanced Pension Benefit ($)(2) | Estimated Value of Reimbursed COBRA Continuation Health Care Coverage ($) | Accelerated Vesting of Restricted Stock Unit Awards ($)(3) | Excise Tax Gross-Up ($)(4) | Total ($) | | Andrew F. Walters | 3,901,624 | —(5) | 110,323 | 1,346,097 | — | 5,358,044 | | Ann Kelly | 2,027,811 | 41,005 | 196,556 | 537,567 | — | 2,802,939 | | Bruce A. Hauk | 2,540,223 | 209,123 | 195,802 | 695,903 | 1,985,827 | 5,626,878 | | Willie Brown | 1,932,000 | 312,537 | 108,793 | 483,531 | 1,542,808 | 4,379,669 |

  117. PAY VERSUS PERFORMANCE TABULAR LIST

    (1)Represents for Mr. Walters, three times Mr. Walters' annual salary of $685,000 plus three times his target annual cash incentive compensation of $472,988, plus his annual cash incentive for the 2025 fiscal year based on actual performance of $427,660; for Mr. Hauk, three times Mr. Hauk’s annual salary of $553,725 plus three times his target annual cash incentive compensation of $$293,016; for Ms. Kelly, three times Ms. Kelly's annual salary of $480,000 plus three times her target annual cash incentive compensation of $195,937; and for Mr. Brown, three times Mr. Brown’s annual salary of $460,000 plus three times his target annual cash incentive compensation of $184,000. (2)Represents the present value of the Enhanced Pension Benefit described above. The actuarial and economic assumptions used above to value the pension plan benefits under plans of employees of SJWC and CWC are summarized in the Pension Benefits section in this Proxy Statement. (3)Represents the value of the accelerated vesting of unvested restricted stock unit awards. As described above, if the awards are assumed, replaced or otherwise continued in connection with a CIC, then the unvested Service RSU awards vest in full on a qualifying termination occurring during the CIC Protection Period and the PSU awards vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period. All reported dollar values in this column are based on the $48.99 closing selling price per share of the Corporation's common stock on December 31, 2025, the last trading day in the 2025 fiscal year and include Service RSU and PSU awards for each named executive officer. (4)Under the terms of the Company's Executive Severance Plan, the CEO and Officers who became eligible for the Executive Severance Plan on or after October 26, 2022 are not entitled to an excise-tax gross up on payments contingent upon a CIC. Messrs. Hauk and Brown are not excluded under these terms. The excise-tax gross up for Messrs. Hauk and Brown was calculated based on (i) for Mr. Hauk, W-2 wages for the period commencing with his August 22, 2022 date of hire through December 31, 2024 and for Mr. Brown, W-2 wages for the five-year period 2020 through 2024, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%), and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2025 CIC/separation from service date. (5)There would be no enhancement to Mr. Walters' benefits under the SJWC Cash Balance SERP, whether in the form of additional compensation credits or contributions or additional years of service credit, triggered by the CIC event or the termination of his employment in connection therewith.

  118. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments Upon Termination without a CIC |

  119. PAY VERSUS PERFORMANCE TABULAR LIST

    Messrs. Walters, Hauk, and Brown, and Ms. Kelly are not eligible to receive payments under the Executive Severance Plan upon a qualifying termination without a CIC, other than the vesting of service and performance-based awards, in accordance with the terms of those awards. As described above in the section titled “Accelerated Vesting of Equity Awards,” the unvested Service RSU awards vest in full on a termination by reason of death or permanent disability and the PSU awards vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability during the performance period. The following payout values for each named executive officer's service-based awards and performance-based awards (i) assume a qualifying termination on December 31, 2025, other than in connection with a CIC, (ii) assume actual performance under the performance-based awards was at target level, and (iii) dollar values are based on the $48.99 closing selling price per share of the Corporation's common stock on December 31, 2025: for Mr. Walters, $643,974; for Mr. Hauk, $276,222, for Ms. Kelly, 161,373 and for Mr. Brown, $167,497.

  120. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments Upon a CIC |

  121. PAY VERSUS PERFORMANCE TABULAR LIST

    In the event of a CIC without termination where equity awards are not assumed, replaced or otherwise continued, the named executive officers would potentially be entitled to acceleration of their restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but would not be entitled to the other potential payments listed in such table.

  122. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments to Ms. Johnson Upon Termination With a CIC |

  123. PAY VERSUS PERFORMANCE TABULAR LIST

    The table below indicates the potential payments that Ms. Johnson would receive upon a qualifying termination following a CIC. The potential payments shown in the table below are based upon the following assumptions: i.There is a qualifying termination of Ms. Johnson’s employment on December 31, 2025; and ii.The CIC is assumed to have occurred on December 31, 2025 at a price per share payable to the holders of the Corporation's common stock equal to $48.99 per share, the closing selling price of such common stock on December 31, 2025, the last trading day in the 2025 fiscal year.

  124. PAY VERSUS PERFORMANCE TABULAR LIST

    | Name | Cash Severance Payment ($)(1) | Qualified Plan Contributions ($)(2) | Interest Equivalent on Deferred Compensation Amounts ($)(3) | Additional Retirement Benefits ($)(4) | Accelerated Vesting of Restricted Stock Unit Awards(5) | Health & Welfare Benefits & Reasonable Outplacement Services ($)(6) | Total ($) | | Kristen A. Johnson | 2,332,476 | 55,415 | 82,620 | 797,135 | 584,402 | 79,891 | 4,436,450 |

  125. PAY VERSUS PERFORMANCE TABULAR LIST

    (1)Represents three times Ms. Johnson’s annual salary of $543,809 plus three times her target annual cash incentive compensation of $234,117 with such amount payable in 36 equal monthly installments. (2)Represents employer contributions to the Savings Plan of Connecticut Water Company, plus related earnings, as if Ms. Johnson, had continued to be employed through the third anniversary of her termination of employment. (3)Represents interest Ms. Johnson would have received under the Deferred Compensation Plan II as if she had continued to be employed through the third anniversary of the termination of her employment. (4)Represents an estimate of the additional pension benefits under the CWC Retirement Plan and the CWC SERP Agreements that Ms. Johnson would have accrued had she continued to be employed through the third anniversary of her termination of employment. (5)Represents the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards. All reported dollar values in this column are based on the $48.99 closing price per share of the Corporation's common stock on December 31, 2025, the last trading day in the fiscal year. In the event Ms. Johnson experiences a qualifying termination following a CIC in which her unvested restricted stock units are assumed, replaced or otherwise continued, then her unvested Service RSU awards would vest in full on a qualifying termination occurring during 24-month period following the effective date of the CIC and her PSU awards would vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period. (6)Represents CWC’s contributions on behalf of Ms. Johnson for coverage under CWC’s health and welfare benefit plans as if Ms. Johnson had continued employment through the third anniversary of her termination of employment and $25,000 of outplacement services.

  126. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments to Ms. Johnson Upon Termination Without a CIC |

  127. PAY VERSUS PERFORMANCE TABULAR LIST

    In the event of a qualifying termination on December 31, 2025, other than in connection with a CIC, Ms. Johnson would be entitled to the same severance payments and benefits as if Ms. Johnson was terminated in connection with a CIC set forth in the table above, except that the value of the accelerated vesting of Ms. Johnson’s unvested restricted stock unit awards would be (based on the vesting of her restricted stock unit awards as described in the section above titled “Accelerated Vesting of Equity Awards”). Accordingly, the total severance benefits would be $3,602,340.

  128. PAY VERSUS PERFORMANCE TABULAR LIST

    | Potential Payments to Ms. Johnson Upon a CIC |

  129. PAY VERSUS PERFORMANCE TABULAR LIST

    In the event of a CIC without termination, where Ms. Johnson’s equity awards were not assumed, replaced or otherwise continued, Ms. Johnson would potentially be entitled to acceleration of her restricted stock unit awards as set forth in the table above under the section titled “Potential Payments Upon Termination with a CIC” but Ms. Johnson would not be entitled to the other potential payments listed in such table.

  130. PAY VERSUS PERFORMANCE TABULAR LIST

    | Payments to Mr. Thornburg Upon Termination Due to Retirement |

  131. PAY VERSUS PERFORMANCE TABULAR LIST

    As discussed above in the section titled “Board Leadership Transition”, Mr. Thornburg retired from the positions of President and Chief Executive Officer, effective July 1, 2025, and retired as the non-executive Chair of the Board, effective January 31, 2026. Mr. Thornburg did not receive any severance or termination benefits upon his retirement. However, during his service as Chairman of the Board following his retirement as the President and Chief Executive Officer, Mr. Thornburg continued to be eligible to vest in his service-vesting and performance-vesting restricted stock unit awards in accordance with their terms (as discussed in the section titled “Equity Compensation”) and received a prorated portion of an annual cash retainer for his service as the non-executive Chairman (as described in the section titled “2025 Non-Employee Director Compensation”). Mr. Thornburg continues to be eligible to receive supplemental retirement benefits that accrued prior to his retirement in accordance with the terms of the CWC SERP Agreement and the Deferred Compensation Plan II, as well as under the SJWC Cash Balance Plan SERP (as discussed in the section titled “Pension Benefits”).

  132. PAY VERSUS PERFORMANCE TABULAR LIST

    | Committee Reports |

  133. PAY VERSUS PERFORMANCE TABULAR LIST

    The following reports of the Audit Committee and the Compensation Committee shall not be deemed incorporated by reference into any previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, nor are such reports to be incorporated by reference into any future filings.

  134. PAY VERSUS PERFORMANCE TABULAR LIST

    | Annual Report of the Audit Committee |

  135. PAY VERSUS PERFORMANCE TABULAR LIST

    In connection with the audited consolidated financial statements for the year ended December 31, 2025, the Audit Committee (i) reviewed and discussed the audited consolidated financial statements of the Corporation and its subsidiaries with management and the independent accountants, (ii) discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 1301 Communications with Audit Committees, and (iii) received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding an independent registered public accounting firm's communications with the Audit Committee concerning independence and non-audit services, and has discussed with the independent registered public accounting firm its independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Corporation and its subsidiaries be included in the H2O America Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission.