Karl Kurz
Board Chair at AWK
Board
About Karl F. Kurz
Independent Board Chair of American Water Works (AWK), age 63, director since 2015 and non‑executive Chair since 2018. Former Chief Operating Officer of Anadarko Petroleum; private investor with deep energy and capital markets background. Education: B.S. in Petroleum Engineering (magna cum laude), Texas A&M; Advanced Management Program, Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum | Chief Operating Officer; Senior VP North America Ops; Midstream & Marketing | ~2000–2009 | Led large-scale operations; finance/capital markets insights relevant to AWK’s liquidity and capex oversight . |
| CCMP Capital Advisors | Managing Director; Co‑Head of Energy; Investment Committee member | 2009–2012 | Private equity investing/strategy experience . |
| Ares Capital | Operating Advisor | Prior to 2015 | Investment oversight in upstream/midstream sectors . |
| Vastar Resources; ARCO Oil & Gas | Management roles (reservoir engineering, operations, trading) | Prior | Operational/financial trading experience . |
External Roles
| Company | Exchange | Role | Committees | Tenure |
|---|---|---|---|---|
| Devon Energy (DVN) | NYSE | Director | Compensation; Governance, Environmental & Public Policy; Chair of Reserves | Since 2021 . |
| Texas Pacific Land (TPL) | NYSE | Director | Compensation; Strategic Acquisitions (Chair noted in company documents) | Since Apr 2022 . |
| Royal Helium Ltd. (RHC) | TSX‑V | Director | — | Since May 2023 . |
Board Governance
- Role: Independent, non‑executive Board Chair; sets Board agendas, coordinates committees, presides over executive sessions, and leads shareholder communications .
- Independence: Board determined Kurz is independent under NYSE standards; AWK’s Board had eight of nine independent directors in 2024 .
- Attendance: Board held seven meetings in 2024; each incumbent director attended ≥75% of combined Board/committee meetings; average attendance 98% .
- Committees: Kurz serves as Board Chair (no standing committee assignment at AWK); AWK standing committees: Audit, Finance & Risk; Executive Development & Compensation (ED&CC); Nominating/Corporate Governance; Safety, Environmental, Technology & Operations (SETO) .
- Overboarding control: AWK limits directors to ≤4 public boards (incl. AWK); Kurz’s four current boards fit policy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (Board Chair) | $198,212 | $200,000 | AWK cash retainer schedule: Board Chair $200,000; other directors $120,000; committee chair retainers $140,000–$145,000 . |
| Meeting fees | $0 | $0 | AWK does not pay meeting fees . |
| All other compensation (dividend equivalents) | $6,864 | $7,281 | Cash paid when stock units distribute . |
| Deferral election | Deferred 100% of 2023 cash retainer | Deferred 100% of 2024 cash retainer | Director cash deferrals permitted . |
Performance Compensation
- AWK does not use performance‑conditioned pay for directors; equity is delivered as immediately vested stock units (distribution now “as soon as administratively practicable” after grant; prior deferral practice discontinued starting with 2024 annual equity grants) .
Director Equity Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual equity grant (Board Chair) | $250,066 stock units | $260,010 stock units | Standard director equity set to ~$165,000; Board Chair premium to $260,000 . |
| Grant mechanics | Stock units; vest on grant; shares distributed promptly post‑grant (2024 change) | Same; immediate vest; prompt distribution | Dividend equivalents paid in cash at distribution . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards | DVN, TPL, RHC current; past boards include WPX Energy, SemGroup, Western Gas Partners . |
| Interlocks | DVN committee service (Compensation; Governance, Environmental & Public Policy; Chair Reserves) disclosed in TPL proxy; no AWK disclosure of compensation committee interlocks involving AWK executives with DVN/TPL committees . |
| Potential overlaps | TPL has water resource activities; DVN is energy producer; AWK’s Related Person Transaction Policy governs any transactions with directors/related parties; no related‑party transactions disclosed for Kurz . |
Expertise & Qualifications
- Energy operations and capital markets acumen supporting AWK’s strategy around capital execution and regulatory engagement; valuable perspective on water‑energy nexus and infrastructure .
- Governance leadership as independent Chair enhances oversight and executive session effectiveness .
- Technology, operational risk, and sustainability oversight through Board committee coordination; complements SETO/Audit committee mandates .
Equity Ownership
| Metric | 2019 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Beneficial ownership – common shares | 4,538 | 8,608 | 10,303 | 13,229 |
| Ownership % of outstanding | <1% | <1% | <1% | <1% |
| Unvested RSUs/stock units (non‑voting) | — | 3,100 | 2,926 | 1,701 |
| Director stock units held (as of year‑end) | — | — | — | 1,670 |
| Stock ownership guideline status | Required: 5× annual cash retainer within 5 years; Kurz in compliance as of Dec 31, 2024 |
Policies impacting alignment:
- Hedging/pledging prohibited for directors; margin accounts/short‑sales barred; Rule 10b5‑1 plans require pre‑clearance .
- Non‑employee director stock ownership requirement: 5× annual cash retainer by the fifth anniversary; Kurz satisfied requirement as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent Chair with high Board attendance; strong shareholder outreach; robust committee charters and ERM oversight; prohibition on hedging/pledging; clear related‑party safeguards; director equity skew promotes alignment (Board Chair equity $260k vs cash $200k) .
- Signals: Director pay positioned near 75th percentile (Chair total comp) per Aon review; equity immediate distribution starting 2024 improves transparency of grants; annual say‑on‑pay support at 87.3% in 2024 reflects favorable compensation governance climate .
- Watch items: External board load at policy maximum (four boards including AWK) — monitor time commitment and potential sector adjacency (TPL water assets, DVN energy links) for any future related‑party exposures; AWK policy requires pre‑approval and independent review of any related‑person transactions; none disclosed for Kurz .
RED FLAGS: None disclosed related to hedging/pledging, related‑party transactions, attendance shortfalls, or option repricing for directors .