C. James Levin
AMERICAN STATES WATERAbout C. James Levin
Independent director of American States Water Company (AWR), age 70, serving since 2020. Levin is a retired corporate lawyer with 35+ years in securities, corporate governance, and mergers & acquisitions, including senior roles at Winston & Strawn and O’Melveny & Myers. He chairs the Compensation Committee and serves on the Nominating & Governance and ASUS committees; he previously provided outside counsel services to AWR before joining the board. Degrees: BA (DePauw), MBA (Kellogg/Northwestern), JD (Northwestern Pritzker) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winston & Strawn LLP | Corporate partner; later of counsel; retired June 2019 | 2010–2019 | Corporate law specialization; governance/M&A advisory |
| O’Melveny & Myers LLP | Corporate partner; joined as associate in 1981 | 1981–2010 | Chair/co-chair of M&A group; led complex transactions and governance matters |
| American States Water Company (outside counsel) | Outside corporate counsel (pre-board) | Prior to 2020 | Provided legal advice on corporate matters to AWR and subsidiaries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Descanso Gardens Foundation | Trustee | Current | Finance committee member; governance oversight in nonprofit setting |
Board Governance
- Committee memberships: Compensation (Chair), Nominating & Governance, ASUS .
- Independence: Board determined Levin is independent under NYSE standards; all committee members were independent in 2024 .
- Attendance: Board met 6 times; each director attended 100% of board meetings and committee meetings during their service in 2024 .
- Executive sessions: Board held 5 executive sessions in 2024, including non-management sessions; independent Chair (Anne Holloway) presides as lead director and ex-officio non-voting member of all committees .
- Board structure: 9 directors; independent, non-executive chair; limited outside public directorships (no overboarding) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $125,000 | Paid quarterly |
| Compensation Committee Chair Fee | $20,000 | Annual retainer |
| Nominating & Governance Committee Member Fee | $5,500 | Annual retainer |
| ASUS Committee Member Fee | $7,000 | Annual retainer |
| All Other Compensation (Insurance/Spousal travel) | $97 | Blanket accident insurance allocation; limited spousal travel |
| Total Cash & Other | $157,597 | Sum of fees plus other |
Performance Compensation
| Component | Grant Value | Grant Date | Vesting | Instrument | Notes |
|---|---|---|---|---|---|
| Annual RSU Grant (Director) | $40,000 | On date of 2024 annual meeting | Vests 90 days after grant | RSUs | Shares calculated as $40,000 ÷ closing price day before meeting; dividend equivalents accrue until vesting |
- No options or performance-based equity for directors in 2024; RSUs only. Retirement stock units are outstanding only for Holloway and Bontá; Levin has none outstanding as of 12/31/2024 .
- Director equity grant timing policy prohibits grants during blackout periods and around material filings; committee does not time awards based on MNPI .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | None; no AWR executives sit on boards where AWR directors are executives or compensation committee members |
| Consultant independence | Pearl Meyer engaged; committee affirmed independence and no conflicts; fees <1% of consultant revenue |
Expertise & Qualifications
- Corporate governance and M&A expertise; chaired/co-chaired major law firm M&A group; seasoned in securities and board advisory work .
- Industry familiarity with AWR through prior outside counsel role; enhances oversight of governance and compensation .
- Advanced degrees in business and law (MBA, JD), supporting financial/legal acumen for compensation oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 6,105 | As of March 28, 2025 |
| Ownership % of outstanding | Less than 1% | Outstanding shares: 38,508,496 (Mar 21, 2025) |
| Stock ownership guideline | 3x annual retainer; no sale of RSU shares until guideline met | Levin meets/exceeds guideline (not among directors below threshold) |
| Hedging/Pledging | Prohibited; directors/officers represent no hedging or pledging; no margin accounts | |
| Outstanding director stock awards | None outstanding for Levin as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; 100% attendance; robust director ownership guidelines and anti-hedging/anti-pledging policy; no related-party transactions or indebtedness; strong say-on-pay support (95% approval in 2024), and use of independent consultant (Pearl Meyer) with affirmed independence .
- Compensation governance: Committee caps discretion, employs balanced metrics for executives, maintains clawback aligned with NYSE rules, and avoids single-trigger severance or tax gross-ups; oversight reflects shareholder-friendly practices under Levin’s chairmanship .
- Potential conflict consideration: Prior service as outside counsel to AWR before joining board; however, board affirms independence and reports no transactions with directors/officers since Jan 1, 2024, mitigating conflict risk .
- Board oversight cadence: Executive sessions and independent chair structure support effective oversight; risk oversight described comprehensively across committees (compensation risk, audit/finance, nominating/governance) .
Director Compensation (Detail)
| 2024 Director Compensation | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| C. James Levin | $157,500 | $40,000 | $97 | $197,597 |
Board Governance (Committee Activity 2024)
| Committee | Meetings in 2024 | Attendance |
|---|---|---|
| Board | 6 | 100% for all directors |
| Compensation | 7 | 100% for members |
| Nominating & Governance | 4 | 100% for members |
| Audit & Finance | 6 | 100% for members |
Related-Party & Risk Indicators
- Related-party transactions: None with directors/executives since Jan 1, 2024; code of conduct requires disclosure and board/audit approval of any conflicts; company prohibits loans to officers/directors .
- Legal proceedings: None for directors/executives or 5% owners in past ten years .
- Say-on-pay: 95% approval in 2024; no adverse shareholder feedback reported; program unchanged materially in response .
Compensation Committee Analysis Context (for Levin’s chairmanship)
- Peer group composition and philosophy: Mixed utility peers (water, gas, electric), with emphasis on CPUC-regulated water peers; Pearl Meyer supports annual review and alignment to 25th–50th percentile target pay levels .
- Consultant independence and risk management: Independence affirmed; annual compensation risk review concluded programs do not encourage excessive risk taking .
Overall signal: Levin’s leadership of the Compensation Committee coincides with robust governance practices (ownership, clawbacks, anti-hedging), strong attendance, and high say-on-pay support—offset by a prior advisory relationship that the board has explicitly considered in making an independence determination, with no current related-party transactions disclosed .