AMERICAN WATER WORKS INC (AWK)
Sector: Utilities
2026 Annual Meeting Analysis
AMERICAN WATER WORKS INC · Meeting: May 13, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Edwards has served since 2018 and AWK's 3-year total return of +0.4% trails the company-disclosed peer group median of +46.6% by 46.2 percentage points, exceeding the 35-point threshold that applies when absolute returns are in the low-positive range; the 5-year gap of -53.4pp versus the peer median of +55.2% also exceeds the applicable threshold, confirming sustained underperformance with no 5-year mitigant available.
Havanec has served since 2022 and AWK's 3-year total return trails the peer group median by 46.2 percentage points, exceeding the 35-point threshold; the 5-year gap of -53.4pp also exceeds the applicable threshold, so no 5-year mitigant applies; her tenure covers most of the underperformance period.
Johnson has served since 2008 and AWK's 3-year total return trails the peer group median by 46.2 percentage points, exceeding the 35-point threshold; the 5-year gap also exceeds the applicable threshold, confirming sustained underperformance with no mitigant; her long tenure means she bears full accountability for this performance record.
Kampling has served since 2019 and AWK's 3-year total return trails the peer group median by 46.2 percentage points, exceeding the 35-point threshold; the 5-year gap of -53.4pp also exceeds the applicable threshold with no mitigant; she chairs the compensation committee, making her particularly accountable for pay-for-performance alignment during this period.
Kurz has served as Board Chair since 2018 (director since 2015) and bears the highest level of board accountability for AWK's 3-year total return that trails the peer group median by 46.2 percentage points, exceeding the 35-point threshold; the 5-year gap also exceeds the applicable threshold with no mitigant; as the non-executive chair presiding over this sustained underperformance, a vote against is clearly warranted.
Marberry has served since 2022 and AWK's 3-year total return trails the peer group median by 46.2 percentage points, exceeding the 35-point threshold; the 5-year gap also exceeds the applicable threshold, so no 5-year mitigant applies; his tenure covers most of the underperformance period.
For Analysis
Griffith joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no other disqualifying factors identified.
Grow joined the board in August 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; she is a sitting CEO at IDACORP and holds only two public board seats, which is within policy limits; no other disqualifying factors identified.
McGuigan joined the board in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; no other disqualifying factors identified.
Nathoo joined the board in June 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no other disqualifying factors identified.
AWK's stock has returned only +0.4% over three years while its own disclosed peer group returned a median of +46.6%, a gap of 46.2 percentage points that exceeds the 35-point trigger for companies with low-positive absolute returns. The five-year record (-53.4pp versus peers) confirms sustained underperformance with no mitigant. Six of the ten nominees — Edwards, Havanec, Johnson, Kampling, Kurz, and Marberry — have tenures that meaningfully overlap the underperformance period and receive AGAINST votes. Four nominees — Griffith, Grow, McGuigan, and Nathoo — joined within the past 24 months and are exempt from the trigger, receiving FOR votes.
Say on Pay
✓ FORCEO
John C. Griffith
Total Comp
$7,055,667
Prior Support
87.8%%
CEO Griffith's total reported compensation of approximately $7.1 million is within a reasonable range for a large-cap regulated utility CEO at a $26 billion company, and the prior say-on-pay vote received strong 87.8% approval requiring no corrective action. The compensation structure is well-designed with approximately 70% of long-term equity weighted toward performance stock awards tied to multi-year EPS growth, relative total shareholder return versus peers, and return on equity, and all incentive pay is subject to a clawback policy that exceeds regulatory minimums. While AWK's stock has underperformed peers over three years — a factor reflected in the director election votes — the pay structure itself contains meaningful performance conditions and the variable pay mix meets policy standards, so the incentive design does not warrant a No vote on compensation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $26 billion utility. The proxy filing text provided does not include the auditor fee table needed to calculate the non-audit fee ratio, and auditor tenure is not disclosed in the excerpted sections; per policy, where tenure cannot be confirmed from available data the tenure trigger does not fire. No material restatements are noted. On available information the default FOR vote applies.
Overall Assessment
AWK's 2026 ballot is dominated by a significant board accountability issue: the company's stock has returned only +0.4% over three years while its own peer group returned a median of +46.6%, triggering AGAINST votes for six of the ten director nominees who served through this underperformance period. The say-on-pay vote receives a FOR because the CEO's pay level is within benchmarks, prior shareholder support was strong at 87.8%, and the long-term incentive plan contains genuine multi-year performance conditions including relative total shareholder return against peers.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing