Jeffrey Edwards
Director at AWK
Board
About Jeffrey N. Edwards
Jeffrey N. Edwards, age 64, is an independent director of American Water (AWK) who has served since 2018; he chairs the Audit, Finance & Risk Committee and serves on the Nominating/Corporate Governance Committee. He also serves on other public boards, including AAR CORP. (since March 2024) and Raymond James Financial (since 2014; Lead Independent Director since 2023), and is Vice Chairman of New Vernon Capital following prior service as COO; he previously held senior roles at Merrill Lynch including Vice Chairman, CFO, and Head of Global Capital Markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Vernon Capital | Vice Chairman (non‑executive officer) | Since Mar 8, 2024 | Executive leadership focused on growth and strategic planning |
| New Vernon Capital | Chief Operating Officer | 2009 – Mar 7, 2024 | Operational oversight; capital markets acumen |
| Merrill Lynch & Co. | Vice Chairman; Chief Financial Officer; Head of Global Capital Markets | 22 years (dates not individually specified) | Extensive capital markets, finance, and strategy experience |
| Medusind Solutions India Pvt Ltd / Medusind Solutions, Inc. | Director | 2012 – 2019 | Governance oversight for healthcare services company |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AAR CORP. (NYSE: AIR) | Director | Since Mar 2024 | Aviation/defense services |
| Raymond James Financial (NYSE: RJF) | Director; Lead Independent Director | Director since 2014; LID since 2023 | Financial services; Lead Independent Director role signals governance leadership |
Board Governance
- Committee assignments: Audit, Finance & Risk (Chair); Nominating/Corporate Governance (member) .
- Independence: The Board determined Edwards is independent under NYSE standards and qualifies for audit committee independence .
- Attendance: The Board met 7 times in 2024; each incumbent director attended at least 75% of combined Board and committee meetings; average Board attendance was 98% .
- Engagement: Annual board/committee evaluations, peer reviews since 2017, individual director interviews by Board Chair, and executive feedback; discussions occur in executive session .
- Audit Committee leadership: As Chair, Edwards signed the 2024 Audit, Finance & Risk Committee report recommending inclusion of audited financial statements, confirming review of internal controls, and auditor independence (PwC) .
- Audit Committee scope highlights (selected): Oversight of financial statements and internal controls; risk assessment; auditor appointment/compensation; capital structure and financing; cash management and capex plans; cybersecurity controls affecting financial reporting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Retainer (as Audit, Finance & Risk Chair) | $145,000 | Committee chair schedule in effect; no meeting fees |
| 2024 Equity Grant (Stock Units) | $165,048 | Grant date fair value; equity retainer increased to $165,000 effective May 15, 2024 |
| 2024 Dividend Equivalents (Cash) | $4,513 | Paid at time of share distribution from stock unit awards |
| Total 2024 Director Compensation | $314,561 | Sum of cash retainer, equity grant, and dividend equivalents |
Additional director cash compensation schedule (for context):
- Board Chair: $200,000; Audit, Finance & Risk Chair: $145,000; ED&CC/Nominating/SETO Chairs: $140,000; Other non‑employee directors: $120,000; no meeting fees .
Equity grant policy:
- Non‑employee director equity delivered as stock units under the 2017 Omnibus Plan; grants vest on the grant date, with shares distributed as soon as administratively practicable post‑grant (deferral practice of ~15 months discontinued for 2024 grants) .
Performance Compensation
| Item | Status/Terms | Evidence |
|---|---|---|
| Annual/Target Bonus | None for non‑employee directors | No director bonus disclosed; only retainers + equity |
| Option Awards | None granted; none outstanding as of Dec 31, 2024 | “We did not grant stock options… none held as of Dec 31, 2024.” |
| Equity Instrument | Stock Units (time‑vested) | Grants vest on grant date; distributed promptly thereafter |
| Performance Metrics | Not applicable to director compensation | No performance‑linked metrics disclosed for directors |
Other Directorships & Interlocks
- ED&CC interlocks: The proxy states no ED&CC interlocks or insider participation issues during 2024; Edwards is not an ED&CC member .
- Related party transactions: Board policy requires pre‑approval; no related person transactions involving directors are disclosed; independence affirmed for Edwards .
Expertise & Qualifications
- Executive leadership and capital markets experience (New Vernon Capital, Merrill Lynch) aligned with AWK’s financing and risk oversight needs .
- Board notes his substantive understanding of capital markets, strategic planning, growth opportunities, and operational matters; current non‑executive leadership role underscores focus on strategy .
Equity Ownership
| Holder | Total Beneficially Owned Shares | % of Outstanding | Unvested RSUs/Stock Units | Unvested PSUs |
|---|---|---|---|---|
| Jeffrey N. Edwards | 8,905 | <1% | — | — |
| Shares outstanding reference | 195,010,945 | — | — | — |
| Notes: |
- Beneficial ownership does not include unvested or deferred stock units that do not confer voting/investment power; none listed for Edwards .
- Director Stock Ownership Guidelines: 5× annual cash retainer by the 5th anniversary; all non‑employee directors met the guideline as of Dec 31, 2024, except Ms. Havanec and Mr. McGuigan (still within five‑year compliance periods) .
Governance Assessment
- Strengths: Independent status; Audit, Finance & Risk Committee chairmanship with robust remit (financial reporting, controls, risk, auditor oversight); high board engagement processes; strong attendance culture; equity ownership guideline compliance supports alignment .
- Compensation signals: Pay structure emphasizes fixed retainer plus time‑vested stock units; equity retainer increased to align with market benchmarks; no options or performance‑paid bonuses—reduces pay complexity and potential misalignment risk for directors .
- Conflicts/related‑party exposure: No related person transactions disclosed; independence reaffirmed for audit committee service; external board roles (RJF, AIR) are in sectors with limited direct commercial overlap with AWK’s regulated water operations, lowering transactional conflict risk (but continue monitoring) .
- RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related‑party transactions, or option repricing; meeting fees not paid (discourages attendance‑linked incentives) .