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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-23 · 40 added, 42 removed, 243 unchanged (25% of the section changed)

18 unchanged sentences

In the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

Discretionary Awards

On February 25, 2025, the Executive Compensation Committee of SJW Group (the “Company”) approved discretionary cash awards to:

(i) Andrew Walters, the Company’s Chief Financial Officer, in the amount of $128,700;

(ii) Bruce Hauk, the Company’s Chief Operating Officer, in the amount of $117,000;

(iii) Kristen Johnson, the Company’s Senior Vice President and Chief Administrative Officer, in the amount of $91,800;

and (iv) Willie Brown, the Company’s Vice President and General Counsel, in the amount of $80,100.

Discretionary awards of up to 50% of short-term incentive targets for exceptional performance may be awarded under the Company’s Executive Compensation Policies, and each of the preceding officers was a named executive officer in the Company’s 2024 proxy statement.

Leadership Transition and Executive Promotions

On February 26, 2025, SJW Group’s Board of Directors (the “Board”) appointed Andrew F.

Walters, who currently serves as Chief Financial Officer and Treasurer of SJW Group as the company’s next Chief Executive Officer, effective July 1, 2025.

Thornburg will retire as Chief Executive Officer and President of SJW Group effective July 1, 2025.

He will remain on the Board as non-executive Chair of the Board.

In addition, on February 26, 2025, the Board made the following other executive appointments:

• Bruce Hauk, Chief Operating Officer of SJW Group, will also serve as President of SJW Group.

• Kristen Johnson, Senior Vice President and Chief Administrative Officer of SJW Group, will also step into the role of President of the Shared Services organization.

The promotions of Hauk and Johnson are also effective July 1, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Directors, Executive Officers and Corporate Governance

The information required by this item is contained in part under the caption “Executive Officers of the Registrant” in Part I, Item 1, of this report, and in SJW Group’s Proxy Statement for its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.

The information required by this item is contained in part under the caption “Executive Officers of the Registrant” in Part I, Item 1, of this report, and in SJW Group’s Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS,” and is incorporated herein by reference.

Insider Trading Policy

We have adopted the Insider Trading Policy of SJW Group and its subsidiaries, which governs, among other things, the purchase, sale and/or other disposition of our securities by our directors, officers and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq Global Market listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

22 unchanged sentences

EXHIBIT INDEX

1.1 Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P.

Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 1.1 to the Form 8-K filed on November 17, 2021 .

1.2 Amendment 1, dated March 1, 2023, to the Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P.

Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 1, 2023.

3.1 Certificate of Incorporation of SJW Group.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 15, 2016 .

3.2 Certificate of Amendment of the Certificate of Incorporation of SJW Group.

Incorporated by reference to Exhibit 3.3 to Form 8-K filed on November 15, 2016 .

3.3 Certificate of Amendment of Certificate of Incorporation of SJW Group dated April 24, 2019.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 25, 2019 .

3.4 This Composite Amended and Restated Certificate of Incorporation of SJW Group reflects the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, as amended and restated on April 24, 2019 and all amendments thereto filed with the Delaware Secretary of State thereafter on or prior to February 22, 2024, but is not an amendment or restatement thereof.

3.1 Restated Certificate of Incorporation of SJW Group, dated June 20, 2024.

Incorporated by reference to Exhibit 3.2 to Form 8-K filed on June 21, 2024 .

3.2 Amended and Restated Bylaws of SJW Group, effective as of December 11, 2023.

Inc orporated by reference to Exhibit 3.1 to the Fo rm 8-K filed on December 15, 2023.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on December 15, 2023.

4.1 Instruments Defining the Rights of Security Holders, including Indentures:

SJW Group hereby agrees to furnish upon request to the Commission a copy of each such instrument defining the rights of holders of unregistered senior and subordinated debt of the Company.

SJW Group hereby agrees to furnish upon request to the Commission a copy of each such instrument defining the rights of holders of unregistered senior and subordinated debt of SJW Group.

4.2 Form of Common Stock Certificate of SJW Group.

5 unchanged sentences

SJW Group agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation S-K 601(b)(4)(iii).

4.5 Description of SJW Group’s capital stock registered under section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.6 to form 10-K for the year ended December 31, 2019 .

4.5 Description of SJW Group’s capital stock registered under section 12 of the Securities Exchange Act of 1934 .

10.1 Water Supply Contract dated January 27, 1981, between San Jose Water Works and the Santa Clara Valley Water District, as amended.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2022.

10.4 Credit Agreement, dated April 23, 2021, between San Jose Water Company and JPMorgan Chase Bank, N.A.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 27, 2021 .

10.4 Loan Agreement dated as of June 1, 2010 between the California Pollution Control Financing Authority and San Jose Water Company.

56 unchanged sentences

Incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 2020 .

10.31 Amended and Restated Executive Severance Plan, dated October 26, 2022.

10.30 Second Amendment to the SJW Group Executive Officer Short-Term Incentive Plan effective as of October 25, 2024 .

10.31 A mended and Restated Executive Severance Plan dated October 26, 2022.

Incorporated by reference as Exhibit 10.1 to Form 8-K filed on October 28, 2022 .

8 unchanged sentences

Incorporated by reference as Exhibit 10.39 to Form 10-K for the year ended December 31, 2016 .

10.36 SJW Corp.

Deferral Election Program for Non-Employee Board Members, as amended and restated effective October 30, 2013.

Incorporated by reference as Exhibit 10.32 to Form 10-K for the year ended December 31, 2013 .

10.37 First Amendment to the Deferral Election Program for Non-Employee Board Members dated November 15, 2016.

Incorporated by reference as Exhibit 10.41 to Form 10-K for the year ended December 31, 2016 .

10.36 SJW Group Deferral Election Program for Non-Employee Board Members as amended and restated effective February 26, 2025.

10.37 Form of SJW Group Restricted Stock Unit Award Agreement for Non-Employee Board Members.

Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2017 .

10.39 Second Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated November 15, 2016.

Incorporated by reference as Exhibit 10.45 to Form 10-K for the year ended December 31, 2016 .

10.40 Third Amendment to the Formulaic Equity Award Program for Non-employee Board members dated October 24, 2018.

Incorporated by reference as Exhibit 10.48 to Form 10-K for the year ended December 31, 2018 .

10.41 Fourth Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated September 8, 2021.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 14, 2021 .

Form of SJW Group Restricted Stock Unit Issuance Agreement (TSR Goals) .

Incorporated by reference to Exhibit 10.55 to Form 10-K for the year ended December 31, 2017.

10.39 Form of SJW Group Restricted Stock Unit Issuance Agreement.

1 unchanged sentence

10.40 Form of SJW Group Restricted Stock Unit Issuance Agreement (ROE Goal) .

Incorporated by reference as Exhibit 10.54 to Form 10-K for the year ended December 31, 2016 .

10.45 Form of SJW Group Restricted Stock Unit Issuance Agreement (EPS Goal).

Incorporated by reference as Exhibit 10.55 to Form 10-K for the year ended December 31, 2016 .

10.41 Form of Director and Officer Indemnification Agreement between SJW Group and its officers and Board members.

42 unchanged sentences

Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2024.

10.65 Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members effective as of January 1, 2023.

Incorporated by reference as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2022.

Second Amended and Restated Formulaic Equity Award Progra m for Non-Employee Board Members effective as of December 12, 2024.

Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.87 to the Form 10-K filed on February 24, 2023.

10.69 S JW Group 2023 Long-Term Incentive Plan .

Incor porated by reference to Appendix I to the Proxy Statement filed on March 9, 2023.

10.70 S JW Group 2023 Employee Stock P urchase Plan .

10.64 SJW Group 2023 Long-Term Incentive Plan.

Incorporated by reference to Appendix I to the Proxy Statement filed on March 9, 2023.

10.65 SJW Group 2023 Employee Stock Purchase Plan.

Incorporated by reference to Appendix II to the Proxy Statement filed on March 9, 2023.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 2, 2023.

10.68 S econd Amendment to Credit Agreement, dated August 2, 2024, between SJW Group, San Jose Water Company, SJWTX, Inc., Connecti cut Water Service, Inc., JP M organ Chase Bank , N.A., as administrati ve agent and a lender, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 2, 2024.

10.69 Equity Distribution Agreement, dated October 29, 2024, by and among SJW Group, BofA Securities, Inc., J.P.Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 1.1 to Form 8-K dated October 30, 2024 .

19.1 S JW Group Insider Trading Policy .

21.1 Subsidiaries of SJW Group.

7 unchanged sentences

97.1 SJW Group Clawback Policy.

Incorporated by reference to Exhibit 97.1 to Form 10-K filed on February 23, 2024.

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

22 unchanged sentences

(Principal financial officer)

February 22, 2024 By /s/ Mohammed G.

Senior Vice President of Finance

February 27, 2025 By /s/ Ann P.

Chief Accounting Officer

(Principal accounting officer)

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures