Patricia Kampling
Director at AWK
Board
About Patricia L. Kampling
Patricia L. Kampling, age 65, has served on American Water’s board since 2019 and is classified as an independent director under NYSE standards. She chairs the Executive Development & Compensation Committee (ED&CC) and sits on the Audit, Finance & Risk Committee, bringing prior CEO/Chair experience at Alliant Energy and board-level oversight across regulated utilities and investment funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliant Energy Corporation | Chief Executive Officer and Chairman of the Board | Apr 2012 – Jun 2019 | Strategic leadership, operations, regulatory and risk oversight |
| American Transmission Company (private) | Board Member | Jun 2011 – Jun 2019 | Electricity transmission governance; safety and environmental matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xcel Energy Inc. (NASDAQ: XEL) | Director | Since 2020 | Utility holding company board service |
| Fidelity Equity & High Income Funds | Trustee | Since May 2020 (Advisory Board Member Feb–May 2020) | Investment company governance |
| Briggs & Stratton Corporation | Director (Past) | 2011 – 2021 | Public company board experience |
| Alliant Energy Corporation | Director (Past) | 2012 – 2019 | Prior board role before CEO/Chair |
Board Governance
- Independence and committee qualifications: Board determined Kampling is independent; qualifies for audit and compensation committee independence per NYSE standards .
- Committees: ED&CC chair; member, Audit, Finance & Risk Committee. ED&CC oversees executive pay philosophy, equity plans, succession (non-CEO roles), stock ownership guidelines, clawbacks, pay risk assessments; Audit Committee oversees financial reporting integrity, internal controls, ERM and cybersecurity coordination .
- Attendance: Board held seven meetings in 2024; average director attendance 98.0%; all incumbents met the 75% attendance expectation under the Corporate Governance Guidelines .
- Overboarding limits: Directors limited to ≤4 public company boards (including AWK); audit committees limited to ≤2 excluding AWK without prior approval; advance review for any for‑profit board service to mitigate conflicts/time demands .
- Leadership and executive sessions: Independent non‑executive Board Chair (Karl F. Kurz); executive sessions without management at most regular meetings .
- Related party transactions policy: Transactions >$120,000 with related persons require prior approval by disinterested directors; evaluated for best interests and terms vs. third parties .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (ED&CC Chair) | $140,000 | Chair retainer level |
| Annual Stock Unit Award | $165,048 | Grant date fair value; director equity increased to $165,000 effective May 15, 2024 |
| All Other Compensation (Dividend Equivalents) | $4,513 | Cash dividend equivalents upon distribution |
| Total 2024 Director Compensation | $309,561 | Sum of components |
Director fee schedule context:
- Board Chair cash retainer: $200,000; Audit, Finance & Risk Chair: $145,000; ED&CC/Nominating/SETO Chairs: $140,000; Other non‑employee directors: $120,000; no meeting fees .
- Equity delivery practice: Director stock units vest on grant; shares distributed promptly (prior practice of ~15‑month deferral discontinued in 2024) .
- No stock options granted or outstanding for directors in 2024 .
Performance Compensation
As ED&CC Chair, Kampling oversees executive incentive design and outcomes. 2024 APP (annual performance plan) corporate scorecard and results:
| Performance Measure | Threshold | Target | Max | Weight | Actual | % Earned |
|---|---|---|---|---|---|---|
| Adjusted EPS ($) | $5.05 | $5.15 | $5.25 | 50.0% | $5.32 | 100.0% |
| Customer Satisfaction (states in top quartile) | 0 | 4 | 8 | 15.0% | 3 | 11.25% |
| Safety: ORIR | 1.11 | 0.61 | 0.40 | 5.0% | 0.40 | 10.0% |
| Safety: DART Severity | 0.67 | 0.29 | 0.20 | 10.0% | 0.14 | 20.0% |
| Environmental: Drinking Water Compliance NOVs | 13 | 6 | 4 | 5.0% | 8 | 3.57% |
| Environmental: Drinking Water Quality NOVs | 4 | 2 | 0 | 10.0% | 2 | 10.0% |
| People: Women Representation (%) | 24.0 | 25.0 | 27.0 | 2.5% | 24.5 | 1.25% |
| People: Ethnic/Racial Diversity (%) | 20.0 | 21.0 | 23.0 | 2.5% | 20.5 | 1.25% |
| APP Payout Percentage | — | — | — | — | — | 157.32% |
Long-Term Performance Plan (LTPP) metrics overseen: 70% PSUs (compounded EPS growth, peer‑relative TSR, ROE), 30% RSUs; clawback policy exceeds SEC/NYSE requirements; double‑trigger CoC vesting; independent consultant retained (Aon) .
Other Directorships & Interlocks
- Current public board service at Xcel Energy and investment fund boards (Fidelity) creates cross‑industry perspectives; no related‑party transactions disclosed in AWK’s proxy involving directors; policy requires pre‑approval for any such transactions .
- Overboarding compliance: Within AWK’s ≤4 public company boards limit; audit committee limits managed via Nominating Committee oversight .
Expertise & Qualifications
- Strategic leadership and operations; customer perspective; legal and regulatory; executive compensation; risk management; environmental and safety governance .
- ED&CC leadership signals depth in pay‑for‑performance design and human capital oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 6,346 | As of record date; less than 1% of shares outstanding (*) |
| Unvested RSUs/Stock Units | — | None listed |
| Unvested PSUs | — | None listed |
| Director Stock Ownership Guideline | 5x annual cash retainer | Required within 5 years; Kampling in compliance as of 12/31/2024 (exceptions: Havanec, McGuigan) |
| Hedging/Pledging | Prohibited for directors | Insider trading policy bans hedging, pledging, short selling, margin use |
(*) Less than 1% indicator per proxy table .
Insider Trades
| Item | Disclosure | Source |
|---|---|---|
| Forms 3/4/5 references | Changes in holdings are reported on Forms 3/4/5; refer to SEC EDGAR for director‑level transactions | 425 participant disclosures reference AWK’s 2025 proxy and SEC forms |
No director Form 4 detail is provided in AWK’s 2025 proxy; EDGAR should be reviewed for any transactions during 2024–2025 .
Governance Assessment
- Strengths and investor confidence signals:
- Independent director with utility CEO/Chair background; chairs ED&CC and serves on Audit—strong alignment with pay rigor, risk oversight, and financial governance .
- ED&CC uses independent consultant; robust clawback; double‑trigger CoC; prohibitions on hedging/pledging enhance alignment .
- Board attendance discipline (98% average) and executive sessions; shareholder outreach engaging ~52% of outstanding ownership supports responsiveness .
- 2024 say‑on‑pay approval ~87.3% indicates broad support for compensation framework she oversees .
- Watch‑items:
- Overboarding monitored by policy; Kampling’s current roles appear within AWK limits—continued oversight prudent as external commitments evolve .
- Related‑party policy is robust; no director transactions disclosed—ongoing monitoring remains key .
- AWK relative TSR underperformed S&P 500 and PHLX Utility over 5 years; ED&CC’s reliance on multi‑metric incentives (EPS, safety, environmental, diversity) partially mitigates pro‑cyclical risk but should remain calibrated to investor return expectations –.
Overall, Kampling’s profile and committee roles indicate high board effectiveness in compensation governance and risk oversight with strong alignment safeguards; limited conflict indicators and adherence to ownership/insider policies support investor confidence .