Sector: Utilities
AMERICAN STATES WATER · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
Mr. Eichelberger joined the board in 2023 (less than 24 months before the meeting date), making him exempt from the TSR underperformance trigger under policy; he also brings strong relevant qualifications as a former Deloitte audit partner specializing in utilities and is a certified public accountant serving on the audit committee.
Mr. Ervin joined the board in 2023 (less than 24 months before the meeting date), making him exempt from the TSR underperformance trigger under policy; his background in government contracting and executive leadership is relevant to AWR's ASUS military contracting segment.
AWR's 3-year total shareholder return of -4.6% underperforms the disclosed peer group median of +11.5% by 16.1 percentage points, which is below the 20 percentage point threshold required to trigger a No vote for directors with negative absolute TSR, so the TSR trigger does not fire; Mr. Levin's legal, governance, and M&A background is appropriate for a board member at a regulated utility.
All three Class III nominees pass the policy screens. Two of the three (Eichelberger and Ervin) are exempt from the TSR trigger because they joined the board in 2023, fewer than 24 months before the May 2026 meeting. For Levin, who has served since 2020, AWR's 3-year TSR underperforms the disclosed compensation peer group median by 16.1 percentage points — below the 20 percentage point trigger threshold that applies when absolute TSR is negative. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
CEO
Robert J. Sprowls
Total Comp
$5,028,665
Prior Support
94%%
CEO total compensation of approximately $5.03 million is consistent with benchmark expectations for a CEO at a regulated water utility holding company with a $3 billion market cap, and the company's own consultant placed aggregate named executive officer pay between the 25th and 50th percentile of its peer group. Pay structure is sound: approximately 76% of the CEO's target total compensation is variable or performance-based, well above the 50-60% threshold required by policy, with 75% of long-term equity awards tied to measurable three-year performance goals including relative total shareholder return against water utility peers. The prior year Say on Pay vote received 94% support, a strong signal of shareholder satisfaction, and the pay-for-performance alignment check does not trigger a No vote because variable pay is at or below benchmark levels.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,900,000
Non-Audit Fees
$37,000
Non-audit fees (tax fees of $35,000 plus other fees of $2,000, totaling $37,000) represent approximately 1.9% of audit fees of $1,900,000, well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of AWR's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under policy, and no material restatements were identified.
The 2026 AWR annual meeting presents a clean ballot with no significant governance concerns: all three Class III director nominees pass policy screens (two are exempt as recent joiners and one falls below the peer TSR underperformance trigger threshold), PwC's non-audit fees are a negligible fraction of audit fees supporting ratification, and executive compensation is structured with strong performance linkage and received 94% shareholder support last year. The only proposal outside standard coverage is the 2026 Stock Incentive Plan, which is not yet addressed by this policy.
11 companies disclosed in 2026 proxy filing
