Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 26, 2022, the Board of Directors (the "Board") of SJW Group (the
"Company"), appointed Andrew F. Walters as the Chief Financial Officer and
Treasurer of the Company and James P. Lynch as the Chief Accounting Officer of
the Company, effective immediately. Prior to such appointments, Mr. Walters
served as Chief Corporate Development Officer and Integration Executive and
Mr. Lynch served as the Chief Financial Officer and Treasurer of the Company.
Mr. Walters has also been appointed as the Chief Financial Officer and Treasurer
of San Jose Water Company ("SJWC"), SJW Land Company, and SJWTX, Inc., Treasurer
of SJWTX Holdings, Inc. and Vice President and Treasurer of SJWNE LLC. Mr. Lynch
has also been appointed as the Chief Accounting Officer of SJWC and SJW Land
Company.
Mr. Walters, age 51, has been the Chief Corporate Development Officer and
Integration Executive of the Company since November 2019 and previously served
as Chief Administrative Officer of SJWC since January 31, 2014. Mr. Walters has
also served the Vice President of Business Planning of Connecticut Water
Service, Inc. and The Connecticut Water Company since November 7, 2019. Prior to
joining SJWC, Mr. Walters was a managing director and a senior acquisitions
officer in the Infrastructure Investments Group of JP Morgan Asset Management
from January 2009 to June 2013.
Mr. Lynch, age 62, has served as Chief Financial Officer and Treasurer of the
Company since October 2010. He also served as Chief Financial Officer and
Treasurer of SJWC, SJW Land Company, and SJWTX, Inc. and Vice President and
Treasurer of SJWNE LLC. Mr. Lynch served as Chief Financial Officer and
Treasurer of Texas Water Alliance Limited from October 2010 until November 16,
2017. Prior to joining the Company, Mr. Lynch was an Audit Partner with KPMG
LLP. Mr. Lynch was with KPMG LLP for 26 years. Mr. Lynch is a certified public
accountant.
In connection with the appointment of Mr. Walters as Chief Financial Officer and
Treasurer of the Company, the Compensation Committee of the Board approved a
resolution to (i) increase his annual base salary to $440,000 and (ii) set his
target annual incentive cash compensation at 50 percent of his base salary. In
addition, in 2022 Mr. Walters received restricted stock unit ("RSU") awards
under the Company's Long-Term Incentive Plan comprised of a service-vesting RSU
award covering 267 shares of Common Stock of the Company, a total shareholder
return performance-based RSU award with a target of 1,183 shares of Common Stock
and a return on equity performance-based award with a target of 1,308 shares of
Common Stock.
On January 28, 2022, the Company issued a press release announcing management
changes as described above. A copy of this press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
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