John Griffith
About John Griffith
John C. Griffith is American Water’s President since August 1, 2024 and is designated to become Chief Executive Officer following the 2025 annual meeting; he is also nominated for election to the Board and is age 58 as disclosed in the July 31, 2024 8-K and 2025 proxy . He previously served as Executive Vice President and Chief Financial Officer from May 16, 2022 to July 31, 2024; prior roles include Managing Director in Bank of America Securities’ Global Regulated Utilities and Renewable Energy group (2014–2022) and CEO of HighWave Energy (2008–2014) . In 2024, company performance exceeded the Adjusted EPS maximum target ($5.32 actual vs $5.25 maximum), driving a 157.32% APP payout, evidencing strong financial execution during Griffith’s leadership period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Water Works Company, Inc. | Executive Vice President & CFO | May 16, 2022 – Jul 31, 2024 | Principal financial officer; oversight of liquidity, capital resources, and financial strength |
| American Water Works Company, Inc. | President | Aug 1, 2024 – present | Leads day-to-day operations; designated to also serve as CEO post-annual meeting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America Securities | Managing Director, M&A (Global Regulated Utilities & Renewable Energy) | 2014 – May 2022 | Deep capital markets and strategic planning experience relevant to regulated utility growth and financing |
| HighWave Energy | Chief Executive Officer | 2008 – 2014 | Operating leadership; insights into energy transition and growth execution |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $460,099 | $748,982 | $855,657 |
| Bonus ($) | $950,000 | — | — |
| 2024 Base Salary progression | — | — | Increased to $784,160 (Feb 13, 2024) then to $950,000 upon appointment as President (Aug 1, 2024) |
| Target Bonus (% of Base, APP) | — | — | 100% (prorated basis) |
Performance Compensation
Annual Performance Plan (APP)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| APP Target ($) | — | — | $849,443 |
| APP Payout (%) | — | — | 157.32% |
| APP Award ($) | $554,618 | $990,538 | $1,336,343 |
APP performance metrics and outcomes for 2024:
| Metric | Weighting | Threshold | Target | Maximum | Actual % Earned |
|---|---|---|---|---|---|
| Adjusted EPS | 50.0% | $5.05 (0.0%) | $5.15 (50.0%) | $5.25 (100.0%) | 100.0% (actual $5.32) |
| Customer Satisfaction | 15.0% | 0 (0.0%) | 4 (15.0%) | 8 (30.0%) | 11.25% (actual 3) |
| Safety: ORIR | 5.0% | 1.11 (0.0%) | 0.61 (5.0%) | 0.40 (10.0%) | 10.0% (actual 0.40) |
| Safety: DART Severity Rate | 10.0% | 0.67 (0.0%) | 0.29 (10.0%) | 0.20 (20.0%) | 20.0% (actual 0.14) |
| Environmental: Drinking Water Compliance NOVs | 5.0% | 13 (0.0%) | 6 (5.0%) | 4 (10.0%) | 3.57% (actual 8) |
| Environmental: Drinking Water Quality NOVs | 10.0% | 4 (0.0%) | 2 (10.0%) | 0 (20.0%) | 10.0% (actual 2) |
| People: Women Representation | 2.5% | 24.0% (0.0%) | 25.0% (2.5%) | 27.0% (5.0%) | 1.25% (actual 24.5%) |
| People: Ethnic & Racial Diversity Representation | 2.5% | 20.0% (0.0%) | 21.0% (2.5%) | 23.0% (5.0%) | 1.25% (actual 20.5%) |
Notes:
- APP payout certified at 157.32% for 2024; non-financial measure maximums were raised to 200% and EPS floor removed in 2024 to align with peers .
Long-Term Performance Plan (LTPP)
| Component | 2024 Design | Weighting | Performance Period | Notes |
|---|---|---|---|---|
| RSUs | Time-based | 30% | ~3-year ratable vesting | Standard vesting; continued vesting after retirement for CEO/President roles per omnibus plan provisions |
| PSUs (EPS Growth) | Compounded EPS growth vs 2023 adjusted EPS | 35% | 2024–2026 | ED&CC-adjustment guidelines allow EPS adjustments >$0.02 |
| PSUs (Relative TSR) | TSR vs 2024 peer group | 20% | 2024–2026 | Dividends assumed reinvested |
| PSUs (ROE) | Three-year average ROE | 15% | 2024–2026 | ROE adjustments >0.05% allowed |
Griffith’s 2024 LTPP target and grants:
- LTPP target increased from 250% to 340% of base salary upon appointment as President (effective Aug 1, 2024); aggregate 2024 LTPP target market value $2,491,212, comprised of RSUs $747,359 and PSUs targeted to TSR/EPS/ROE $498,247 / $871,927 / $373,679 .
- Detailed 2024 plan-based awards include February and August RSU/PSU grants; RSU shares 4,910 (Feb 13) and 1,102 (Aug 1); multiple PSU tranches with threshold/target/maximum share counts and grant-date fair values as disclosed .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 8,863 shares; <0.1% of outstanding |
| Unvested RSUs/stock units | 13,197 |
| Unvested PSUs | 40,864 |
| Outstanding options | None held by NEOs as of 12/31/2024 |
| Ownership guidelines | 6x base salary for CEO/President; 5-year compliance window |
| Griffith compliance status | New 5-year compliance period established upon July 2024 expansion; compliance period ends 2029 |
| Stock retention rule | Executives generally must meet guidelines to sell/transfer; un/vested RSUs and vested PSUs count; unvested PSUs do not |
| Shares pledged/hedged | No pledging disclosure; retention policy discourages sales below threshold |
Outstanding equity awards at FY-end (12/31/2024):
| Grant Date | RSUs Unvested (#) | RSUs Market Value ($) | PSUs Unvested (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 5/16/2022 | 1,242 | $154,617 | 17,411 | $2,167,495 |
| 2/14/2023 | 2,525 | $314,337 | 12,765 | $1,589,115 |
| 2/13/2024 | 4,910 | $611,246 | 19,639 | $2,444,859 |
| 8/01/2024 | 1,102 | $137,188 | 4,409 | $548,876 |
Insider selling pressure assessment:
- Mix skewed to PSUs/RSUs with retention guidelines and no options outstanding, reducing near-term forced selling; APP/RSU payouts create scheduled delivery but retention requirements limit sales if below guideline thresholds .
Employment Terms
| Provision | Detail |
|---|---|
| Offer letter updates (effective Aug 1, 2024) | Base salary $950,000; APP target 100% of salary; LTPP target 340% of salary; additional 2024 LTPP grant ~$530,734 fair value; continued vesting provisions applicable to President role |
| Deferred compensation | Deferred 2024 base salary $50,675 and APP $80,181; Company matching contributions $169,823 |
| Severance (non-COC) | Quantified “Involuntary Termination without Cause” total $2,541,976; includes cash severance $1,425,000; APP $849,443; outplacement $15,000; deferred comp $252,533; RSUs/PSUs assumed values not applicable absent COC |
| Change of Control (COC) policy | Double-trigger: within 24 months post-COC, termination without cause or resignation for good reason → CEO/President receive 3x (base + greater of last APP or 3-year average APP); COBRA premiums; outplacement; EAP; full vesting of deferred comp plan benefits |
| Equity under COC | If not assumed, full acceleration at COC; if assumed and terminated within 12 months, acceleration and vesting; ED&CC may accelerate, lapse restrictions, settle awards, etc. |
| COC quantified outcome (as of 12/31/2024) | Total $10,568,075; includes cash severance $5,821,614; COBRA premiums $49,616; APP $—; outplacement $15,000; deferred comp $329,649; RSUs/PSUs $4,352,196 |
| Clawbacks / non-compete | Not disclosed in provided sections; skip |
Board Governance
- Status: Director nominee; expected to serve as CEO and President post-annual meeting; as an executive director, independence status is non-independent .
- Committee roles: None disclosed for Griffith; management directors typically do not serve on audit/comp committees; skip if not disclosed .
- Board structure: Independent, non-executive Board Chair; executive sessions at most regular meetings with independent chair presiding; 9 directors during 2024 with average attendance 98%; Board intends to reset to 8 directors post-2025 annual meeting .
- Dual-role implications: CEO + director with independent chair mitigates combined power concerns; continued executive sessions support oversight .
Compensation Structure Analysis
- Pay mix: For 2024, salary+bonus comprised 17.5% and incentive compensation 78.2% of Griffith’s total compensation, indicating high performance linkage and lower guaranteed cash .
- Equity-heavy LT program: LTPP is 70% PSUs (EPS/TSR/ROE) and 30% RSUs with three-year horizons, emphasizing multi-year financial and shareholder return targets .
- Target increases on promotion: LTPP target raised to 340% and APP target set at 100% upon elevation to President, aligning incentives to expanded operating scope .
- No stock options outstanding: Shift to RSUs/PSUs reduces option-related repricing risk and aligns with regulated utility norms .
- APP policy changes in 2024: Increased maximums for non-financial measures to 200% and removed EPS floor; ED&CC-approved adjustments allowed for EPS .
Director Compensation (not applicable)
- No director compensation data specific to Griffith as he is a nominee; skip.
Other Directorships & Interlocks
- No current public company boards disclosed for Griffith; skip .
Performance & Track Record
- 2024 outcomes: Adjusted EPS achieved above maximum target ($5.32), supporting elevated APP payout outcomes under Griffith’s leadership period (CFO then President) .
- Career highlights: Multi-cycle capital markets and operating leadership experience, including BofA Securities MD role and prior CEO experience, relevant to financing and growth execution in regulated utilities .
Equity Ownership & Alignment — Multi-year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,812,518 | $1,884,974 | $2,479,082 |
| Non-Equity Incentive Plan ($) | $554,618 | $990,538 | $1,336,343 |
| All Other Compensation ($) | $234,602 | $163,754 | $211,563 |
| Total Compensation ($) | $4,011,837 | $3,788,248 | $4,882,645 |
Employment Contracts, Severance & Change-of-Control Economics
| Feature | Detail |
|---|---|
| Offer letter terms (Aug 2024) | Base $950k; APP 100%; LTPP 340%; additional LTPP grant ~$530.7k fair value; continued vesting provisions apply for President |
| Executive Severance Policy | Cash severance multiples per policy enhanced/replaced by COC policy; quantified non-COC termination totals provided above |
| COC Policy | Double-trigger; 3x base+APP for CEO/President; COBRA, outplacement, EAP; full vesting of deferred comp; equity acceleration depending on assumption/termination |
| Deferred comp | Company contributions to plan and executive deferrals noted; balances counted in termination scenarios |
Investment Implications
- Alignment: Griffith’s pay mix is predominantly at-risk (78.2% incentive), with significant PSU exposure tied to EPS, TSR, and ROE, indicating strong linkage to multi-year value creation drivers .
- Retention vs selling pressure: Ownership guidelines at 6x salary with stock retention constraints and no options outstanding reduce near-term selling pressure; large unvested PSUs/RSUs suggest continued alignment to performance and tenure through 2026 .
- Upside/downside sensitivity: APP demonstrated sensitivity to financial and operational metrics, with elevated 2024 payout from EPS outperformance; long-term PSU curves and ED&CC adjustment guidelines create structured, transparent performance pathways and guardrails .
- Governance: Dual executive/board role mitigated by independent chair and executive sessions; absence of disclosed pledging and presence of retention requirements support alignment and risk controls; COC economics (3x) are generous and could be a consideration in change-of-control scenarios, but are standard for CEO/President in large regulated utility contexts .