Anne M. Holloway
AMERICAN STATES WATERAbout Anne M. Holloway
Anne M. Holloway, age 72, has served as an independent director of American States Water Company since 1998 and is the Chair of the Board. She is a non‑voting ex‑officio member of all board committees, the presiding director for executive sessions, and acts as lead director, bringing deep experience in finance, strategic planning, and corporate governance. Her background includes senior roles at Navigant Consulting, Xerox Financial Services’ Resolution Credit Services Corp., and International Insurance Company, with earlier management roles at Shawmut National; she holds a BA from Newton College of the Sacred Heart, an MBA from Boston University, completed the Harvard Business School Executive Management program, and Stanford’s Distinguished Careers Institute in 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navigant Consulting, Inc. | Partner | 1999–2000 | Financial and strategic consulting to Fortune 500 and government clients |
| Resolution Credit Services Corp. (Xerox Financial Services) | President | 1992–1999 | Resolved guarantees on troubled tax‑exempt bonds; debt restructuring; RTC negotiations |
| International Insurance Company (Resolution Group) | Chief Operating Officer | Not specified | Led operations, HR, technology |
| Shawmut National Corporation | Management roles | Not specified | Financial services management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michael J. Fox Foundation for Parkinson’s Research | Board; Executive Committee; Finance & Audit Committee | Current | Governance, finance oversight |
| WelbeHealth (public benefit company) | Board; Compensation Committee | 2011–Mar 2023 (consultant); current board/committee service | Senior care; compensation oversight |
| Lucille Packard Children’s Hospital | Board member | Effective Jan 2025 | Healthcare governance |
| Sacred Heart Schools, Atherton | Chair, Board of Trustees | 2008–2012 | Continued site mgmt & development support until 2013 |
| City Year San Jose/Silicon Valley | Co‑Chair, Nominating & Governance Committee | Until 2018 | Education nonprofit governance |
Board Governance
- Roles: Independent Chair; presiding director for executive sessions; lead director; non‑voting ex‑officio member of all committees .
- Independence: Board determined Ms. Holloway meets NYSE independence standards; all committee memberships (audit and finance, nominating and governance, compensation) are independent; she is ex‑officio on these committees .
- Attendance & engagement: Board met six times in 2024; directors had 100% board meeting attendance; standing committee members attended 100% of their committee meetings .
- Executive sessions: Five executive sessions in 2024; included non‑management sessions; Ms. Holloway presides .
- Risk oversight: Committees oversee financial, governance/succession, compensation risk; ASUS committee covers contracted services risk .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (non‑employee director) | 125,000 | Paid quarterly |
| Additional Chair Retainer (Ms. Holloway) | 100,000 | Paid quarterly |
| Fees Earned or Paid in Cash (Ms. Holloway) | 225,000 | Total cash fees in 2024 |
| All Other Compensation (Ms. Holloway) | 97 | Accident insurance allocation; spouse travel/meals at meetings |
| Total Director Compensation (Ms. Holloway) | 265,097 | Cash + stock + other |
Performance Compensation
| Element | Terms | Grant/Value | Vesting/Features | Performance Link |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) – Annual Director Grant | Dollar value set by Board ÷ prior trading day close | $40,000 (2024 grant to Ms. Holloway) | RSUs vest 90 days after grant; dividend equivalents credited until vesting | None for directors (time‑based RSUs only) |
| Retirement Stock Units (legacy awards 2003–2008) | Dividend‑credited on undistributed RSUs each dividend date | 19,662 units outstanding (Ms. Holloway) | Not yet paid (undistributed retirement RSUs) | None (legacy structure; not performance‑based) |
| Options | None | N/A | Company does not grant discounted options; no director options disclosed | Not applicable |
The company has no incentive, deferred compensation, or pension plans for non‑employee directors .
Other Directorships & Interlocks
| Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Michael J. Fox Foundation | No | Board; Executive; Finance & Audit Committees | None disclosed with AWR |
| WelbeHealth (public benefit company) | No (public benefit) | Board; Compensation Committee | None disclosed with AWR; no related‑party transactions reported |
| Lucille Packard Children’s Hospital | No | Board member (effective Jan 2025) | None disclosed with AWR |
| Sacred Heart Schools; City Year San Jose/Silicon Valley | No | Prior governance roles | None disclosed with AWR |
- No other public company directorships disclosed; board cites limited external public board service and no overboarding concerns .
- Related party transactions: None with directors or executive officers since Jan 1, 2024; code of conduct prohibits conflicts and requires board/audit approval for any exceptions .
Expertise & Qualifications
- Skills: Leadership, finance, strategic planning, corporate governance .
- Education: BA (Newton College of the Sacred Heart), MBA (Boston University); Harvard Business School Executive Management program; Stanford Distinguished Careers Institute (2018) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 19,092 | As of March 28, 2025; <1% of class |
| Percent of Class | <1% | Individual; group of directors/executives 0.83% |
| Retirement Stock Units Outstanding | 19,662 | Not yet paid; legacy retirement stock units |
| Hedging/Pledging | Prohibited; none | Officers/directors represented no hedging, margin, or pledging since policy adoption |
| Director Ownership Guidelines | 3x annual retainer; no sale until met | Ms. Holloway meets guidelines (only Davis, Ervin, Hopkins, Winn not yet met) |
Governance Assessment
- Board effectiveness: Independent Chair with lead director responsibilities; 100% board attendance; robust committee structure and ERM reporting; regular executive sessions .
- Independence and conflicts: Ms. Holloway and committees are independent; no related‑party transactions; strong code of conduct and review procedures .
- Alignment: Director stock ownership guideline (3x retainer) with sale restrictions until met; RSU‑only equity for directors; anti‑hedging/pledging policy enhances alignment .
- Shareholder sentiment: Say‑on‑pay approval ~95% in 2024 per proxy; 2025 voted “FOR” 28,175,605 vs. 1,924,683 “AGAINST” (200,700 abstentions; 4,251,087 broker non‑votes), indicating continued support of compensation practices .
- Compensation oversight: Independent consultant (Pearl Meyer) with conflict‑free assessment; compensation committee interlocks show no independence issues; director pay structure avoids performance‑risk for directors .
RED FLAGS
- None disclosed: No hedging/pledging; no related‑party transactions; attendance at 100%; director pay is modest and primarily cash plus time‑vested RSUs .