Michael Marberry
About Michael L. Marberry
Independent director since 2022; age 66. Retired President and Chief Executive Officer of J.M. Huber Corporation, with prior roles as President of Huber Engineered Materials, CFO, and SVP Corporate Strategy & Development, bringing deep experience in finance, safety processes, environmental management, and technology relevant to water infrastructure and operations . Serves on American Water’s Safety, Environmental, Technology and Operations (SETO) Committee as Chair, and is a member of the Audit, Finance and Risk Committee and the Nominating Committee; determined independent under NYSE standards and audit committee independence rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.M. Huber Corporation | President & CEO | 2009–2022 | Led a global specialty engineered materials manufacturer; experience across safety, environmental management, finance, and operational execution |
| J.M. Huber Corporation | President, Huber Engineered Materials | 2006–2009 | Oversaw engineered materials segment operations |
| J.M. Huber Corporation | Chief Financial Officer | 2002–2006 | Corporate finance leadership |
| J.M. Huber Corporation | SVP, Corporate Strategy & Development | 1997–2002 | Strategy and business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AdvanSix Inc. | Director (past) | Oct 2016–Jun 2023 | Chemicals manufacturer board service |
| Sigma-Aldrich Corporation | Director (past) | 2012–2015 | Global life sciences company board service |
Board Governance
- Committee assignments: SETO Chair; member, Audit, Finance and Risk; member, Nominating .
- Independence: Board determined Marberry is independent; also qualifies for audit committee independence .
- Attendance and engagement: Board held seven meetings in 2024; each incumbent director attended at least 75% of combined Board and committee meetings. Average Board attendance was 98.0%; directors attended the 2024 annual meeting virtually .
- Board leadership and executive sessions: Independent, non-executive Board Chair presides; Board meets in executive session at most regularly scheduled meetings .
- Risk oversight: Audit Committee coordinates enterprise risk (including cybersecurity) with SETO; SETO oversees operational, environmental, safety, technology, and cybersecurity risk .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash retainer | 137,568 | Marberry elected to defer 50% of cash retainer |
| Stock unit award (grant-date fair value) | 165,048 | Annual director equity grant under 2017 Omnibus Plan |
| All other compensation | 4,513 | Dividend equivalents paid in cash upon share distribution |
| Total | 307,129 | Sum of cash, equity grant FV, and other comp |
- Director cash retainer schedule (as of proxy date): Board Chair $200,000; Audit Chair $145,000; ED&CC/Nominating/SETO Chairs $140,000; other directors $120,000; no separate meeting fees .
- Director equity mechanics: Stock units typically granted at election/re-election; vest on grant; shares distributed promptly after grant beginning with 2024 awards; no stock options granted to directors .
Performance Compensation
American Water non-employee directors do not receive performance-based equity (e.g., PSUs) or cash incentives; equity compensation is in the form of stock units granted as part of the annual retainer, with no performance metrics attached .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Past public company board | AdvanSix Inc. | Director | 2016–2023 |
| Past public company board | Sigma-Aldrich Corporation | Director | 2012–2015 |
| Current public company boards | — | — | No current public company boards listed for Marberry in the proxy biography |
- Overboarding controls: Corporate Governance Guidelines limit directors to service on ≤4 public company boards (including AWK), with additional audit committee limits and pre-approval for new for-profit boards to avoid conflicts and time demands .
Expertise & Qualifications
- Executive experience in chemical manufacturing with focus on technology, safety, environmental management, finance, and business development .
- Committee leadership on SETO reflects expertise in operational execution, environmental policy, cybersecurity, and technology governance .
Equity Ownership
| Metric (as of Mar 17, 2025) | Value | Notes |
|---|---|---|
| Beneficially owned shares | 8,713 | Less than 1% of shares outstanding |
| % of shares outstanding | * | “*” denotes <1% per proxy table |
| Unvested RSUs/stock units | — | None listed for Marberry |
| Unvested PSUs | — | None listed for Marberry |
| Director ownership guideline | 5x annual cash retainer | Applies to non-employee directors |
| Guideline compliance | In compliance | All non-employee directors met guideline except Havanec and McGuigan (both within five-year periods) |
| Hedging/pledging | Prohibited | Insider trading policy prohibits hedging, pledging, and short-selling |
Governance Assessment
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Strengths
- Independent director with relevant industrial, safety, environmental, and technology oversight experience; chairs SETO and serves on Audit and Nominating, aligning with AWK’s operational and risk profile .
- High engagement: Board attendance strong in 2024 (average 98%), with policy expectation of full attendance and regular executive sessions led by an independent chair .
- Alignment mechanisms: Director stock ownership guideline at 5x cash retainer; Marberry in compliance; hedging/pledging prohibited, supporting investor alignment .
- Conservative director pay design: No meeting fees; equity as stock units with immediate vesting and no options; modest dividend equivalents only .
- Broader investor signals: Strong say‑on‑pay support (87.3% in 2024) and sustained shareholder outreach covering ~52% of shares, indicating constructive governance environment .
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Watch items / potential conflicts
- Prior directorships in chemicals and life sciences are not inherently conflicting with a regulated water utility, but continued monitoring for any business dealings tied to related-person transactions is prudent; Board maintains a formal related-person transaction policy with pre-approval and materiality thresholds .
- Overboarding safeguards exist; any new for-profit board service requires Nominating Committee review for conflicts and time demands .
Overall, Marberry’s committee leadership in SETO and service on Audit support Board effectiveness in environmental compliance, safety, technology, and financial oversight. His compensation and ownership posture reflect alignment and low risk, with policies that deter misalignment (no hedging/pledging, robust ownership guidelines) and governance practices that bolster investor confidence .