David Bowler

About David Bowler

David M. Bowler is Executive Vice President and Chief Financial Officer of American Water Works Company, Inc. (AWK), effective August 1, 2024, after serving as Senior Vice President, Deputy Chief Financial Officer and Treasurer earlier in 2024 . Under the leadership team including Bowler as CFO, AWK delivered Q3 2025 EPS of $1.94 vs. $1.80 in Q3 2024 and year‑to‑date 2025 EPS of $4.47 vs. $4.17 in 2024, affirmed 2025 EPS guidance of $5.70–$5.75, and initiated 2026 EPS guidance of $6.02–$6.12 . The company targets 7–9% long‑term EPS and dividend CAGR, anchored by rate base growth and regulatory execution . Over 2019–2024, AWK’s cumulative TSR was 10.8% versus 97.0% for the S&P 500 and 34.2% for the PHLX Utility Sector Index, with management citing higher rates and investor rotation as headwinds .

Past Roles

External Roles

• Not disclosed in the proxy or 8‑K filings reviewed .

Fixed Compensation

Notes:

• APP = Annual Performance Plan (cash bonus) .

Performance Compensation

Annual Performance Plan (APP) – 2024 design and outcomes

Design notes:

• APP aligns to growth, customers, safety, environmental leadership, and people priorities; maximum for non‑financial metrics increased to 200% in 2024 . Adjusted EPS is non‑GAAP per plan rules .

Long‑Term Performance Plan (LTPP) – 2024 awards and structure

Grant detail (select 2024 grants):

• RSUs: 1,031 (2/13/2024) and 406 (8/1/2024) .
• PSUs: multiple tranches on 2/13/2024 and 8/1/2024 with thresholds/targets/maximums disclosed (see Grants of Plan‑Based Awards table) .

Equity Ownership & Alignment

Employment Terms

• Appointment and tenure: Bowler was appointed EVP & CFO effective August 1, 2024 (principal financial officer) .
• Executive Severance Policy (without cause, no change in control):
  • CFO/other NEOs: 12 months base salary continuation, pro‑rata APP for year of termination if earned, company‑paid health coverage for a period based on service (up to 16 weeks), up to 12 months outplacement, and vesting credit for certain plans; receipt conditioned on signing a severance agreement and general release with restrictive covenants .
• Change of Control Severance Policy (double‑trigger within 24 months post‑CoC):
  • CFO/other NEOs: 2x (base salary + greater of last APP or 3‑year average APP), company‑paid COBRA for statutory max period, EAP access, up to 12 months outplacement; deferred comp fully vests and pays per plan; supplements Executive Severance Policy .
• Equity treatment on Change of Control:
  • If awards assumed/converted and employment terminated without cause or for good reason within 12 months post‑CoC: all awards accelerate and vest; if not assumed/converted: options exercisable and all restrictions lapse at CoC .
• Continued vesting at retirement for CFO role:
  • After at least 3 consecutive years in CEO/President/CFO/COO role and meeting age/service criteria: 100% continued vesting for “normal retirement” (age 60 + 5 years) and 75% for “early retirement” (age 55 + 5 years); PSUs settle at end of period based on actual performance .
• Clawback:
  • Incentive‑based compensation is subject to recovery upon financial restatement and for specified misconduct; applies to Section 16 officers .
• No excise tax gross‑ups; severance arrangements considered reasonable .

Compensation & Incentives Detail (Bowler 2024)

All Other Compensation (2024):

Deferred Compensation (2024):

Pension/SERP:

• Bowler does not participate in the defined benefit AWWPP or ERP; only Ms. Norton is covered among NEOs .

Compensation Committee Analysis and Governance

• Independent consultant: Aon Human Capital Solutions advised the ED&CC in 2024; assessed market competitiveness and director pay .
• Peer group: Utility‑focused peer set used for benchmarking and relative TSR; 2024 peer list includes 16 regulated utilities (e.g., Alliant, Ameren, CMS, Eversource, PPL, WEC) .
• Risk assessment: ED&CC reviewed compensation risk; management concluded programs are not reasonably likely to have a material adverse effect; controls include mixed metrics, independent oversight, transparency, and clawback .
• Say‑on‑pay: 87.3% support at 2024 annual meeting .
• Equity plan features: Double‑trigger CoC; no stock options in executive equity since 2017 .

Investment Implications

• Alignment: High variable pay mix (target APP 80% and LTPP 160% of salary) ties realizable comp to EPS growth, relative TSR, and ROE over multi‑year periods; robust clawback and strict anti‑hedging/pledging enhance alignment .
• Retention: Significant unvested RSUs/PSUs (4,204/11,987) and 5‑year ownership guideline compliance period to 2029 create ongoing equity retention incentives; continued vesting on retirement requires ≥3 years in CFO role and age/service thresholds, limiting near‑term portability .
• Selling pressure: No options and anti‑pledging policy reduce forced selling dynamics; RSU/PSU vesting may lead to periodic tax‑related share withholding but not option‑driven sales .
• Downside protections and CoC: Double‑trigger CoC (2x multiple for CFO) and standard severance (12 months salary) are moderate and shareholder‑friendly (no excise tax gross‑ups) .
• Execution/strategy context: As CFO, Bowler oversees financing of an expanded $19–$20B 2026–2030 capital plan and affirmed 7–9% long‑term EPS CAGR targets; near‑term EPS guidance (2025: $5.70–$5.75; 2026: $6.02–$6.12) implies 8% growth at midpoint, but five‑year TSR has lagged broad markets, underscoring rate/regulatory and capital execution as key levers and risks .
• Governance quality: Strong ED&CC process (independent consultant, risk review, say‑on‑pay support) and ownership guidelines support investor alignment .

Appendix: Key Reference Tables

2024 Grants of Plan‑Based Awards (Bowler excerpts)

Vesting mechanics: RSUs in three equal installments (Jan 31), PSUs earned over three years and vest based on performance .

Outstanding Equity at FY‑End 2024 (Bowler)

Note: Beneficial ownership table separately summarizes unvested RSUs (4,204) and PSUs (11,987) that do not confer voting power .

Company Performance Context

All statements and data citations:

• Executive roles, compensation design and amounts, grants, vesting, severance, CoC, clawback, policies, ownership and guidelines: .
• 2025/2026 performance guidance, quarterly/year‑to‑date results, capital plan and financing context: .
• Company performance and TSR: .