Julia Johnson
Director at AWK
Board
About Julia L. Johnson
Independent director of American Water Works Company, Inc. (AWK), age 62, serving on the Board since 2008. President of Net Communications, LLC (strategy consulting in communications, energy and IT public policy) since 2001, with prior service on a state public service commission overseeing Florida’s electric, telecommunications, and water/wastewater industries; AWK identifies her as independent under NYSE standards. Current AWK committee memberships: Executive Development & Compensation (ED&CC) and Nominating/Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State public service commission (Florida) | Commissioner (regulatory oversight) | Not disclosed | Provides regulatory and public policy perspective to AWK |
| FirstEnergy Corp. | Director | 2011–2022 | Board experience at large regulated energy utility |
| NorthWestern Corporation | Director | 2004–2021 | Board experience at regulated energy utility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MasTec, Inc. (NYSE: MTZ) | Director | Since 2002 | Utility infrastructure contractor; potential industry adjacency to AWK operations |
Board Governance
- Committee assignments: ED&CC and Nominating (no chair roles; Nominating Chair vacant after Kimberly J. Harris’s resignation; to be filled by Board) .
- Independence: Identified as independent; ED&CC members meet NYSE independence standards .
- Attendance and engagement: Board met 7 times in 2024; every incumbent director attended ≥75% of Board and committee meetings; average Board attendance 98.0%; executive sessions held at most regular meetings .
- Board leadership: Independent Non-Executive Board Chair (Karl F. Kurz); independent chair structure enhances oversight .
- Overboarding controls: Limits on other public board service and audit committee memberships; pre-approval required for new for-profit boards to manage conflicts/time demands .
Fixed Compensation (Director)
| Component | Julia Johnson (2024) | Program Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Other non-employee directors: $120,000; Chairs: $140,000 (ED&CC/Nominating/SETO) and $145,000 (Audit); Board Chair: $200,000 |
| Meeting fees | $0 | AWK does not pay meeting fees |
| Equity grant (stock units) | $165,048 (grant-date fair value) | Standard director annual stock units ≈$165,000; vest on grant date; shares distributed promptly; practice of delaying distribution discontinued in 2024 |
| All other compensation | $46,552 (cash dividend equivalents paid upon share distribution) | Dividend equivalents paid when units convert to shares |
| Ownership guideline compliance | In compliance (5× cash retainer requirement) | Non-employee directors must hold ≥5× cash retainer within 5 years; all met as of 12/31/2024 except Havanec and McGuigan (still within compliance periods) |
Performance Compensation (Director)
| Element | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | None for directors | No stock options outstanding for any non-employee directors; director equity is stock units, not PSUs |
| Vesting/performance metrics | Not applicable | Director stock units vest on grant; no performance metrics used for director pay |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | MasTec, Inc. (since 2002) |
| Prior public boards | FirstEnergy Corp. (2011–2022); NorthWestern Corporation (2004–2021) |
| Compensation committee interlocks | None disclosed for ED&CC members, including Johnson; no related-person relationships requiring disclosure in 2024 |
Expertise & Qualifications
- Regulatory and public policy: Prior service on a state public service commission overseeing Florida utility sectors adds domain expertise relevant to AWK’s regulated operations .
- Governance and board experience: Decades of public company board service across regulated utilities and infrastructure; President of Net Communications, LLC specializing in regulatory analysis and legal strategy .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 24,752 shares; less than 1% of outstanding |
| Director stock units held (as of 12/31/2024) | 4,618 stock units (vested/undelivered/deferred classification per plan) |
| Unvested PSUs/options | None for directors; no options outstanding |
| Hedging/pledging status | Company policy prohibits hedging, short-selling, and pledging by directors; use of margin accounts also prohibited |
| Ownership guideline compliance | Meets ≥5× cash retainer guideline |
Governance Assessment
- Board effectiveness: Johnson is a long-tenured independent director with deep regulatory experience and active roles on ED&CC and Nominating, aligned with AWK’s regulated utility footprint and human capital/compensation oversight needs .
- Alignment: Meets director stock ownership guidelines; receives a balanced cash/equity mix with no meeting fees, promoting long-term equity alignment; no director options, reducing risk-taking incentives .
- Conflicts & controls: No ED&CC interlocks or related-person transactions disclosed involving Johnson; AWK maintains a robust Related Person Transaction Policy and comprehensive insider trading prohibitions (hedging/pledging) .
- Shareholder signals: 2024 say-on-pay support at ~87.3% and extensive shareholder outreach (engaging holders of ~52% of shares) indicate constructive investor relations and governance responsiveness .
- Compensation committee process: ED&CC uses an independent consultant (Aon); conducts annual risk assessment of compensation programs—no significant risks identified nor reasonably likely material adverse effect .
RED FLAGS: None disclosed specific to Johnson. Given MasTec’s utility infrastructure business adjacency, continue monitoring for any material transactions between AWK and MasTec or entities in which Johnson has a financial interest; AWK’s Related Person Transaction Policy requires pre-approval and materiality review for such transactions .