Stuart McGuigan
Director at AWK
Board
About Stuart M. McGuigan
Independent director (age 66) at American Water Works (AWK) since 2024; serves on the Executive Development & Compensation Committee (ED&CC) and the Safety, Environmental, Technology & Operations Committee (SETO). Former Global CIO of Fresenius Medical Care, CIO of the U.S. Department of State, Johnson & Johnson, and CVS Caremark, bringing deep cybersecurity, technology governance, and enterprise systems expertise. The Board determined him independent under NYSE standards; the Board held seven meetings in 2024 with average attendance of 98% and all incumbents met the 75% attendance threshold during their service period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresenius Medical Care AG | Global Chief Information Officer | 2023–2024 | Led enterprise IT; cybersecurity and regulatory compliance across medical networks . |
| U.S. Department of State | Chief Information Officer | 2019–2021 | Federal IT modernization; cybersecurity governance and risk management . |
| Johnson & Johnson | Chief Information Officer | 2012–2019 | Enterprise applications; information management; operational excellence . |
| CVS Caremark, Inc. | Chief Information Officer | 2008–2012 | Technology strategy; customer experience systems . |
External Roles
| Company | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| Enhabit, Inc. (NASDAQ: EHAB) | Director | Since March 2023 | Public home health & hospice provider; no AWK-related transactions disclosed . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE standards; no material relationships with AWK . |
| AWK Board Committees | ED&CC member; SETO member (not a chair) . |
| ED&CC Practices | Uses independent consultant (Aon); annually assesses compensation risk; oversees succession (non-CEO roles) -. |
| SETO Scope | Oversees safety, environmental, technology policy, cybersecurity threat assessments; coordinates with Audit on cyber risk . |
| Attendance | Board met 7 times in 2024; incumbents attended ≥75% of combined Board/committee meetings; average attendance 98% . |
| Executive Sessions | Independent Board Chair presides; most regular meetings include executive sessions without management . |
| Overboarding Policy | Max 4 public boards (incl. AWK); audit committee cap and approvals to prevent conflicts/time demands . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $120,000 | Paid quarterly; no meeting fees . |
| Annual stock unit grant (director) | $165,000 | Effective May 15, 2024; stock units vest on grant; shares now distributed promptly after grant (policy change in 2024) . |
| Committee chair retainers | $140,000 (ED&CC/SETO/Nominating); $145,000 (Audit) | McGuigan is not a chair . |
| Board Chair retainer and equity | $200,000 cash; $260,010 equity | For the non-executive Board Chair (Kurz) . |
| McGuigan 2024 actual (pro-rated) | Cash: $0; Stock Units: $89,356; Total: $89,356 | Initially elected Oct 29, 2024; pro-rated equity grant . |
Performance Compensation
| Element | Structure | Metrics | Vesting / Terms |
|---|---|---|---|
| Director equity | Stock units (time-based) | None (no performance metrics for directors) | Vest on grant; shares distributed promptly; no options granted to directors in 2024 . |
Directors at AWK do not receive performance-based pay (no PSUs or options); equity is time-based stock units that vest at grant .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks (FY2024) | None involving AWK’s ED&CC; McGuigan joined ED&CC Feb 19, 2025; ED&CC members in 2024 had no disclosable interlocks; AWK executives did not serve on boards/comp committees of entities with reciprocal relationships . |
| Related-Person Transactions Policy | Transactions >$120k with directors/officers/5% holders require pre-approval by disinterested Board or Audit Committee; multiple factors reviewed; permitted only if in AWK’s best interests . |
Expertise & Qualifications
- Cybersecurity risk management; technology governance; enterprise IT implementation and compliance (public and government) .
- Information management, HR systems, finance systems, operational excellence impact from CIO roles .
- Independent status and service on ED&CC/SETO provide direct oversight over compensation risk, sustainability, safety, and cyber posture .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (AWK common) | 658 shares; <1% of outstanding . |
| Unvested director RSUs/PSUs | None disclosed for McGuigan; his 2024 equity grant was stock units (vest-at-grant) . |
| Stock ownership requirement (directors) | 5× annual cash retainer ($120k) by the 5th anniversary of Board service . |
| Compliance status | McGuigan is within his five-year compliance period (initial election Oct 29, 2024) . |
| Hedging/Pledging | Prohibited for directors and officers; no pledging/margin; short selling barred; 10b5-1 plans require approvals . |
| Shares pledged as collateral | None disclosed in proxy . |
Governance Assessment
- Board effectiveness: McGuigan adds rare public–government CIO depth in cybersecurity and tech governance, aligned with SETO’s remit and Audit/SETO coordination on cyber risk. His committee assignments (ED&CC and SETO) position him at the nexus of incentive risk oversight and operational/cyber risk governance—positive for investor confidence .
- Independence & attendance: Determined independent; Board maintained high attendance and executive sessions led by independent Chair—supports robust oversight culture .
- Compensation and alignment: As a new director, equity was granted pro-rata and vests at grant; no options; standard $120k cash retainer and $165k annual equity policy. Director ownership guideline (5× retainer) applies, with McGuigan within compliance window; hedging/pledging prohibited—alignment improving over time, though current shareholding is modest given late-2024 start .
- Conflicts/related parties: No ED&CC interlocks or related-party transactions disclosed; AWK’s RPT policy and overboarding limits mitigate conflict risk. External board at Enhabit has no disclosed ties to AWK customers/suppliers—low conflict risk signal .
- Red flags: None observed in proxy—no pledging/hedging, no director options/repricing, no attendance issues reported, and independent consultant used for compensation oversight .
Overall signal: Strong governance alignment through independence, cybersecurity/technology oversight, and disciplined compensation risk processes; ownership alignment expected to build as tenure progresses under AWK’s director stock ownership policy .