H2O America (SJW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• Stockholders of record as of March 24, 2025, are eligible to vote, with 34,147,277 shares outstanding.

• Voting can be done online, by phone, mail, or in person, and proxies can be revoked before or at the meeting.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• The board recommends voting FOR all proposals and each director nominee.

• No additional shareholder proposals or director nominations are on the agenda for the 2025 meeting.

Board of directors and corporate governance

• Nine directors are nominated, with a mix of regulatory, financial, legal, and operational expertise.

• All directors except the CEO are independent per Nasdaq standards.

• The board has Audit, Compensation, Nominating & Governance, Finance, and Sustainability Committees, all with independent members.

• CEO transition: Eric W. Thornburg will retire as CEO on July 1, 2025, succeeded by CFO Andrew F. Walters; Thornburg will remain as non-executive Chair.

• Lead Independent Director role is held by Gregory P. Landis, with defined responsibilities for board independence.

• Annual board and committee self-evaluations are conducted.