Stacy Mitchell
Executive Vice President and General Counsel at AWK
Executive
About Stacy Mitchell
Stacy A. Mitchell is Executive Vice President and General Counsel of American Water Works Company (AWK), serving as chief legal officer and overseeing corporate governance and legal affairs; she was promoted to EVP & GC on June 5, 2024 after joining American Water in 2019 and previously serving as SVP & Deputy General Counsel leading regulatory strategy . She holds a B.S. in Environmental Studies (Stockton College) and a J.D. from Rutgers School of Law, and has 25+ years in legal/regulatory work across utilities and private practice . During 2024, AWK delivered EPS of $5.39 (Adjusted EPS $5.32) and added ~88,900 regulated customers; 5‑year TSR was 10.8% versus 34.2% for the PHLX Utility Sector and 97.0% for the S&P 500, framing performance context for executive pay alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Water Works Company | Executive Vice President & General Counsel | 2024–present | Chief legal officer; oversight of governance and legal affairs |
| American Water Works Company | SVP & Deputy General Counsel | 2019–2024 | Led regulatory strategy and companywide legal strategies |
| SJI Utilities (and South Jersey Gas) | Vice President, Rates & Regulatory Affairs | Not disclosed (pre‑2019) | Led multi‑state rates/regulatory function; minimized customer impact |
| Cozen O’Connor (private practice) | Attorney (litigation, regulatory, environmental counsel) | Not disclosed | Provided regulatory and environmental counsel |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Water Works Association (AWWA) | Water Utility Council member and Council Treasurer | Current | National industry policy engagement |
Fixed Compensation
| Component (2024) | Value | Notes |
|---|---|---|
| Base Salary | $550,000 | Set upon promotion to EVP & GC effective June 5, 2024 |
| Target Bonus (APP) | 70% of base salary | Set effective June 5, 2024 |
| Actual APP Paid | $460,968 | Corporate payout 157.32% of target |
| Stock Awards (grant-date fair value) | $576,746 total; RSUs $174,560; PSUs $402,186 | See grant detail below |
| Perquisites & Other | $70,856 (executive physical $1,730; life insurance $432; dividend equivalents $6,837; savings plan/defined contribution/deferred plan contributions) | Limited perqs; dividend equivalents paid when awards convert |
Performance Compensation
Annual Performance Plan (APP) – Corporate design and results (2024)
| Metric | Weight | Threshold | Target | Max | Actual (Earned %) |
|---|---|---|---|---|---|
| Adjusted EPS | 50.0% | $5.05 (0.0%) | $5.15 (50.0%) | $5.25 (100.0%) | $5.32 (100.0%) |
| Customer Satisfaction (states in top quartile) | 15.0% | 0 (0.0%) | 4 (15.0%) | 8 (30.0%) | 3 (11.25%) |
| Safety – ORIR | 5.0% | 1.11 (0.0%) | 0.61 (5.0%) | 0.40 (10.0%) | 0.40 (10.0%) |
| Safety – DART severity | 10.0% | 0.67 (0.0%) | 0.29 (10.0%) | 0.20 (20.0%) | 0.14 (20.0%) |
| Environmental – Drinking Water Compliance NOVs | 5.0% | 13 (0.0%) | 6 (5.0%) | 4 (10.0%) | 8 (3.57%) |
| Environmental – Drinking Water Quality NOVs | 10.0% | 4 (0.0%) | 2 (10.0%) | 0 (20.0%) | 2 (10.0%) |
| People – Women Representation | 2.5% | 24.0% (0.0%) | 25.0% (2.5%) | 27.0% (5.0%) | 24.5% (1.25%) |
| People – Ethnic & Racial Diversity Representation | 2.5% | 20.0% (0.0%) | 21.0% (2.5%) | 23.0% (5.0%) | 20.5% (1.25%) |
| Corporate APP Payout | — | — | — | — | 157.32% |
Notes: 2024 APP increased max for non-financial metrics to 200% and removed EPS gate (<90%) to align peers; safety metric would not be earned in case of preventable fatality (Company determined 2024 fatality not preventable) .
Long-Term Performance Plan (LTPP) – Structure (grants in 2024)
| Component | Weight | Metric & Targeting | Vesting |
|---|---|---|---|
| RSUs (time-based) | 30% | Retention equity | Ratably over ~3 years, service-based |
| PSUs – EPS CAGR | 35% | 3‑yr compounded EPS growth over 2023 Adjusted EPS; payout curve set vs 5‑yr plan | Earned over 3 years; vest at end based on performance |
| PSUs – Relative TSR | 20% | TSR vs peer group over 3 years; dividends assumed reinvested | Earned over 3 years; vest at end based on performance |
| PSUs – ROE | 15% | 3‑yr average ROE using five‑quarter average equity; adjustment tolerances defined | Earned over 3 years; vest at end based on performance |
Historical PSU vesting example: 2022 grants paid 0% on relative TSR (9th percentile) and 192.33% on EPS CAGR (7.77% over 2021–2024) .
2024 Equity Grants – Detail for Stacy Mitchell
| Grant Type | Grant Date | Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSU | 2/13/2024 | 637 | $76,300 |
| RSU (promotion grant) | 8/1/2024 | 680 | $98,260 |
| PSUs – EPS | 2/13/2024 | 186 (thresh); 743 (target); 1,486 (max) | $88,997 |
| PSUs – TSR | 2/13/2024 | 106 (thresh); 425 (target); 850 (max) | $50,273 |
| PSUs – ROE | 2/13/2024 | 80 (thresh); 319 (target); 638 (max) | $38,210 |
| PSUs – EPS (promotion grant) | 8/1/2024 | 198 (thresh); 793 (target); 1,586 (max) | $114,589 |
| PSUs – TSR (promotion grant) | 8/1/2024 | 113 (thresh); 453 (target); 906 (max) | $60,987 |
| PSUs – ROE (promotion grant) | 8/1/2024 | 85 (thresh); 340 (target); 680 (max) | $49,130 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,474 shares; less than 0.1% of shares outstanding |
| Unvested holdings (as of 3/17/2025) | 3,309 unvested RSUs/stock units; 9,431 unvested PSUs |
| Outstanding awards at 12/31/2024 | RSUs: 109 (2/15/2022), 322 (2/14/2023), 637 (2/13/2024), 680 (8/1/2024); PSUs unearned: 1,309, 1,626, 2,549, 2,719; market values at $124.49 close: RSUs $79,300 and $84,653 for 2024 grants; PSUs $317,325 and $338,488, respectively |
| Stock ownership guidelines | EVPs must hold 3x base salary; five-year compliance period from promotion; Stacy’s compliance period ends in 2029 |
| Hedging/pledging | Prohibited for directors, officers, and employees; short selling and margin use prohibited; 10b5‑1 plans require approvals |
| Insider activity (2025) | Filed Form 4 on Jan 31, 2025 documenting transactions in AWK common stock ; additional 8‑K signatures in Oct 2024 list Stacy as EVP & GC |
Employment Terms
- Executive Severance Policy: As EVP, eligible for 12 months base salary continuation if involuntarily terminated without cause, plus pro‑rata APP for the year, specified Company‑paid health/benefit coverage based on service, up to 12 months outplacement, and vesting credit for certain plans; requires release and restrictive covenants .
- Change‑of‑Control Severance Policy: Double‑trigger; if within 24 months of a change of control, terminated without cause or resigns for good reason, receives 2x (base salary + greater of last APP or 3‑year average APP), COBRA premium coverage for statutory max, EAP access for 6 months, up to 12 months outplacement, and full vesting of deferred comp plan benefits per plan terms .
- Equity awards on CoC: 2017 Omnibus Plan uses assumption/conversion; acceleration only if termination within 12 months post‑CoC; if not assumed, vesting accelerates at CoC .
- Continued vesting eligibility: Continued post‑retirement vesting applies only to CEO/President/CFO/COO roles (not General Counsel); Stacy’s offer letter terms mirror NEOs without continued vesting .
- Clawback: Incentive-Based Compensation Recovery Policy compliant with SEC/NYSE; recovers erroneously received incentive pay after restatements or misconduct; applies to APP and omnibus plan awards .
Compensation Structure Analysis
- Mix and at-risk pay: 2024 total direct compensation for Stacy emphasized variable pay (APP + PSUs/RSUs), with no stock options (not granted since 2017), aligning with long-term value creation .
- Metric evolution: Increased max payouts for non-financial APP metrics to 200% and removed EPS gate (<90%) in 2024, shifting emphasis to broader operational and safety outcomes .
- Peer benchmarking: Pay targeted near median of a regulated utility peer group (e.g., AEE, CMS, WEC, PPL, Essential Utilities, etc.); relative TSR PSUs benchmark against this group .
- Governance reinforcement: Robust clawback, prohibition on hedging/pledging, and stock ownership guidelines (3x salary) support shareholder alignment .
- Say-on-pay support: 2024 say‑on‑pay approved by ~87.3% of votes cast, indicating investor acceptance of program design .
Equity Grants and Ownership Tables
2024 Grants of Plan-Based Awards – Stacy Mitchell
| Grant | Date | Threshold (#) | Target (#) | Max (#) | Fair Value ($) |
|---|---|---|---|---|---|
| APP (cash) | 2/13/2024 | — | $293,013 | $586,026 | — |
| RSU | 2/13/2024 | — | — | — | $76,300 |
| RSU | 8/1/2024 | — | — | — | $98,260 |
| PSU – TSR | 2/13/2024 | 106 | 425 | 850 | $50,273 |
| PSU – EPS | 2/13/2024 | 186 | 743 | 1,486 | $88,997 |
| PSU – ROE | 2/13/2024 | 80 | 319 | 638 | $38,210 |
| PSU – TSR | 8/1/2024 | 113 | 453 | 906 | $60,987 |
| PSU – EPS | 8/1/2024 | 198 | 793 | 1,586 | $114,589 |
| PSU – ROE | 8/1/2024 | 85 | 340 | 680 | $49,130 |
Outstanding Equity Awards at FY‑End 2024 – Stacy Mitchell
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/15/2022 | 109 | $13,569 | 1,309 | $162,957 |
| 2/14/2023 | 322 | $40,086 | 1,626 | $202,421 |
| 2/13/2024 | 637 | $79,300 | 2,549 | $317,325 |
| 8/1/2024 | 680 | $84,653 | 2,719 | $338,488 |
Note: Market values based on $124.49 AWK close on 12/31/2024 .
Deferred Compensation (2024)
| Item | Amount |
|---|---|
| Registrant contributions | $29,944 |
| Aggregate earnings | $1,651 |
| Ending balance | $66,056 |
Investment Implications
- Alignment: Strong governance (clawback; no hedging/pledging) and ownership guidelines (3x salary) promote long-term alignment; Stacy is within her five-year compliance period to 2029 .
- Retention risk: No continued vesting on retirement for GC role; equity is largely performance-based (PSUs 70% of LTPP), which may temper early departure risk but increases linkage to company execution; severance provides a standard cushion (12 months) .
- Change-of-control economics: Double-trigger severance at 2x cash metrics plus equity acceleration upon qualifying termination is market-standard; equity plan requires assumption or accelerated vesting only with termination, reducing single-trigger windfalls .
- Trading signals: Recent Form 4 activity indicates ongoing award grants and potential tax-related share dispositions typical for executives; absence of pledging and hedging reduces forced-sale pressure risk .
- Pay-for-performance: Corporate APP payout at 157.32% reflects strong EPS and safety outcomes in 2024; PSUs deliver leverage to medium-term EPS/ROE and relative TSR—historical 2022 PSU outcomes underscore sensitivity to sector-relative performance .