Raffiq Nathoo
Director at AWK
Board
About Raffiq Nathoo
Independent director appointed June 9, 2025; serves on Audit, Finance & Risk Committee and Safety, Environmental, Technology & Operations (SETO) Committee. Previously Senior Managing Director at Blackstone (led global advisory for energy, power, utilities), Executive‑in‑Residence at New Mountain Capital, and Managing Partner of TX3 Sage Rock. Currently a director at Cabot Corporation and member of its Audit Committee; holds an MBA from Harvard and BA in Government from Dartmouth. AWK’s Board expanded from eight to nine members upon his appointment; the company states he has no related‑party transactions requiring Item 404(a) disclosure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TX3 Sage Rock | Managing Partner | Since Aug 2019 | Private investment management leadership with capital markets focus in energy, power, utilities |
| New Mountain Capital | Executive‑in‑Residence | 2015–2017 | Strategic advisory across private/public equity opportunities |
| Blackstone | Senior Managing Director; led global advisory in energy, power & utilities | 1991–2014 (SMD 14 years) | Built and led sector advisory practice; extensive financing/M&A experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cabot Corporation (NYSE: CBT) | Director | Current | Audit Committee member |
Board Governance
- Committee assignments: Audit, Finance & Risk; SETO. These committees oversee financial reporting, internal controls, cybersecurity, operational risk, and environmental/safety technology oversight.
- Independence: Appointed as an independent director for a term through the 2026 annual meeting.
- Attendance and engagement: AWK Board held seven meetings in 2024; average attendance was 98.0%. Directors are expected to attend all Board/committee meetings and the annual meeting; independent Chair leads executive sessions. (Note: Nathoo joined in 2025; his individual attendance not yet disclosed.)
- Overboarding limits: AWK governance guidelines cap public boards at four (including AWK); audit committee service capped at two outside of AWK without prior approval. Nathoo currently serves on AWK and Cabot—within limits.
- Related‑party transactions: Company policy requires prior approval and stringent review; the company states Nathoo has no Item 404(a) related‑party transactions.
- Insider trading and alignment policies: Hedging, pledging, short‑selling, and margin use of AWK stock are prohibited for directors; Rule 10b5‑1 plans require prior approval.
Fixed Compensation
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | 120,000 | Payable quarterly; prorated for service period; no meeting fees |
| Committee chair premia (if applicable) | 140,000 | ED&CC, Nominating, SETO committee chairs; not currently applicable to Nathoo |
| Audit Chair premium (if applicable) | 145,000 | Not currently applicable to Nathoo |
| Board Chair retainer | 200,000 | Not applicable to Nathoo |
| Expense reimbursement | — | Travel/education reimbursements permitted |
Performance Compensation
| Award Type | Grant Date | Grant Value ($) | Vesting | Distribution | Plan |
|---|---|---|---|---|---|
| Director stock units (initial grant) | Jun 9, 2025 | Prorated portion of 175,000 | Immediate vesting | Shares distributed within 30 days of grant | 2017 Omnibus Equity Compensation Plan |
| Annual base equity (program reference) | May 15, 2024 (program change) | 165,000 (directors); 260,000 (Board Chair) | Stock units vest on grant | Distribution immediate beginning with 2024 grants (deferral practice discontinued) | 2017 Omnibus Equity Compensation Plan |
- Performance metrics: Non‑employee director equity awards are stock units that vest on grant; no performance conditions disclosed for director pay.
Other Directorships & Interlocks
| Company | Relationship to AWK | Notes |
|---|---|---|
| Cabot Corporation | No related‑party transactions reported | Nathoo serves on Cabot’s Audit Committee; AWK reports no Item 404(a) transactions for Nathoo |
- Overboarding compliance: 2 public boards (AWK + Cabot) vs. AWK limit of 4; within policy.
Expertise & Qualifications
- 30+ years in international financial and capital markets with leadership in energy, power, utilities—sector knowledge aligned to AWK’s regulated utility profile.
- Prior senior advisory leadership (Blackstone) and investment roles (TX3 Sage Rock, New Mountain) signal strength in financing, M&A, and strategic capital deployment.
- MBA, Harvard; BA in Government, Dartmouth—formal training in management and policy.
- Audit committee experience at Cabot supports financial oversight responsibilities at AWK.
Equity Ownership
| Item | Detail |
|---|---|
| Stock ownership guideline | Must hold ≥5x annual cash retainer by the fifth anniversary of Board service; for Nathoo, by June 2030 |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Award settlement practice | Director stock units vest on grant; shares distributed promptly (2024 program change) |
| Beneficial ownership | Not disclosed for Nathoo in 2025 proxy record set (appointment post‑record date) |
Governance Assessment
- Positives: Independent appointment; dual committee service (Audit, SETO) positions him at the core of financial integrity, risk, cybersecurity, environmental/safety, and operational oversight; strong anti‑hedging/pledging policies; no related‑party transactions reported.
- Alignment: Cash/equity mix consistent with AWK median‑aligned director pay; ownership guideline (5x retainer by five years) and immediate equity distribution improve alignment and liquidity discipline.
- Workload/overboarding risk: Within AWK limits; audit committee service at Cabot adds relevant oversight experience without breaching caps.
- Watch items: Individual attendance and committee engagement metrics for 2025+ not yet disclosed; monitor compliance trajectory toward 5x retainer by June 2030 and any future related‑party disclosures.