Caroline A. Winn - Director | AMERICAN STATES WATER (AWR) Executive Profile & Compensation

About Caroline A. Winn

Caroline A. Winn (age 61) is an independent Class I director of American States Water Company (AWR), elected in 2024 with a current term expiring at the 2027 annual meeting; she serves on the Audit & Finance Committee and the Nominating & Governance Committee and was determined independent under NYSE standards by the Board in 2024 . She brings 35+ years of public-utility operating experience and is CEO of San Diego Gas & Electric (SDG&E) since August 2020; she holds a BS in Electrical Engineering from California State University Sacramento and is a licensed Professional Engineer (California) . Board effectiveness indicators include 100% attendance (Board and committees) during 2024 for all directors and five executive sessions held (with a non-management session each time), reinforcing independent oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
San Diego Gas & Electric (SDG&E)	Chief Executive Officer	Aug 2020–Present	Leads ~4,700 employees; >$2B annual capital investments; architected wildfire mitigation program; transformed customer service; centralized supply chain; led new revenue initiatives
SDG&E	Chief Operating Officer	Jan 2017–Jul 2020	Oversight of operations; groundwork for current wildfire, customer, and supply chain programs
SDG&E/Sempra (earlier career)	Various engineering and construction roles	Early career (dates not specified)	Technically complex engineering and construction leadership

External Roles

Organization	Role	Tenure	Committees/Notes
SDG&E	Director	Current	Corporate board role at SDG&E (subsidiary of Sempra)
Kayne Anderson Energy Infrastructure Fund (KYN)	Director; Audit Committee member	Since 2020	Closed-end energy fund board; audit committee service
Western Energy Institute	Chair	Since 2020	Industry association leadership
San Diego Regional Chamber of Commerce	Management Council member	Since 2022	Regional business leadership forum
Monarch School (San Diego)	Director (Chair of the Board)	Since 2019	Non-profit governance leadership
Scripps Institution of Oceanography	Directors’ Council member	Since 2019	Advisory role
St. Vincent DePaul—Father Joe’s Villages	Director; Audit Committee member	Since 2021	Non-profit audit oversight
American Heart Association—Go Red for Women (San Diego)	Campaign Chair	2024	Community leadership

Board Governance

Committee assignments (AWR): Audit & Finance Committee member; Nominating & Governance Committee member; not designated as an “audit committee financial expert” (experts are Messrs. Davis and Eichelberger) .
Independence: Determined independent under NYSE standards; all members of Audit, Nominating & Governance, and Compensation Committees (including Ms. Winn) were independent in 2024 .
Attendance: Board met 6 times (2024); Audit 6; Nominating 4; Compensation 7; 100% attendance by each director and for all committee meetings served .
Executive sessions: Five Board executive sessions held in 2024 (each included a non‑management session); independent Chair presides .
Annual meeting engagement: Company policy encourages director attendance; all directors attended 2024 annual meeting; Ms. Winn (then a nominee) attended as well .
Term and classification: Class I director with term expiring at the 2027 annual meeting .

Fixed Compensation (Director Pay at AWR)

Component	2024 Amount	Notes
Cash retainer (partial year)	$76,580	Prorated from May 21, 2024 start
Committee fees (partial year)	$3,369 (N&G); $5,514 (Audit & Finance)	Member retainers prorated
All cash fees (total in Director Compensation table)	$85,463	Fees Earned or Paid in Cash
All other compensation	$57	Insurance allocation and eligible spousal travel costs
Total cash + other	$85,520	Sum of cash and other

Cash retainer framework (full-year policy for non-employee directors): $125,000 annual retainer; additional retainers for committee chairs/members and specific liaison roles (detail provided for all directors) .
No meeting fees; expenses reimbursed for board service .
No director incentive, deferred compensation, or pension plans .

Performance Compensation (Director Equity at AWR)

Equity Element	2024 Structure	Detail
Annual RSU grant	$40,000 (grant-date fair value)	Vests 90 days after grant; dividend equivalents accrue until vesting; awarded at annual meeting .
Options/PSUs	None for directors	2024 director equity limited to RSUs; no option awards; no performance conditions for directors .

There are no performance metrics tied to non‑employee director compensation at AWR; performance metrics apply to executive officers (not directors) -.

Other Directorships & Interlocks

Company/Entity	Type	Potential Interlock/Conflict Consideration
SDG&E (CEO; Director)	Regulated electric/gas utility (CPUC regulated)	AWR subsidiaries (GSWC water; BVES electric) are CPUC‑regulated; Board reports no related‑party transactions with directors/executives since Jan 1, 2024; conflicts are governed by Code of Conduct and reviewed by Audit & Finance Committee; none reported for 2024 .
KYN (Kayne Anderson Energy Infrastructure Fund)	Public closed-end fund	No AWR-related transactions disclosed; no “overboarding” concerns disclosed; Audit Committee service provides financial oversight experience .

Compensation Committee interlocks: None; the company reports no interlocks or insider participation among Compensation Committee members in 2024 .
Audit Committee overboarding: No Audit Committee member served on more than three public company boards in 2024 .

Expertise & Qualifications

Deep utility operations and capital program leadership (CEO SDG&E; >$2B annual capex oversight) .
Engineering and construction expertise; licensed Professional Engineer (California) .
Cyber/wildfire risk and customer operations experience relevant to AWR’s regulated utility risk profile .
Governance and audit oversight experience via multiple audit committee roles (KYN; Father Joe’s Villages) .

Equity Ownership

Item	Detail
Total beneficial ownership	519 AWR common shares (as of Mar 28, 2025); “less than 1%” of class .
Director stock ownership guideline	3x annual board retainer; no sale/transfer of vested RSU shares until guideline met .
Compliance status	Not yet at 3x threshold; subject to holding restriction until achieved .
Hedging/Pledging	Prohibited for officers/directors; no pledges by any officer/director since policy adoption; margin accounts not permitted .

Governance Assessment

Positives
- Independent director with highly relevant, current operating experience as a California CPUC‑regulated utility CEO; active on Audit & Finance and Nominating & Governance Committees, supporting financial oversight and board refresh/succession processes .
- 100% attendance and strong board process (independent chair; frequent executive sessions) bolster effectiveness and independent oversight .
- Director compensation mix favors retainer plus modest, time‑vested RSUs (no options), with robust stock ownership guidelines (3x retainer) to align interests; anti‑hedging/anti‑pledging policies in place - .
- No related‑party transactions or indebtedness with directors/executives in 2024; conflicts governed by Code of Conduct and committee review processes .
- Company-level say‑on‑pay support was ~95% in 2024, indicating broad shareholder endorsement of compensation governance .
Watch items
- External role as CEO and director of SDG&E (CPUC‑regulated) creates regulatory ecosystem overlap with AWR’s CPUC‑regulated subsidiaries; while no related‑party transactions were reported, maintain ongoing monitoring for potential conflicts in California utility policy or transactions; Board affirms independence and no 2024 related‑party dealings .
- As a newer director (since 2024), she has not yet met the 3x retainer stock ownership guideline; shares acquired via RSU vesting are restricted from sale until compliance is achieved, which partially mitigates alignment risk during the ramp‑up period .
Additional company‑level governance signals relevant to director oversight
- Compensation consultant (Pearl Meyer) engaged by the Compensation Committee is assessed independent; no conflicts reported .
- Committee independence confirmed for all standing committees; Audit Committee financial experts designated (not Ms. Winn) .

Director Compensation Summary (2024)

Metric	Amount
Fees Earned or Paid in Cash	$85,463
Stock Awards (RSUs, grant-date fair value)	$40,000
All Other Compensation	$57
Total	$125,520

Committee Fee Detail (2024, partial year)

Item	Amount
Board retainer (prorated)	$76,580
Nominating & Governance Committee member retainer (prorated)	$3,369
Audit & Finance Committee member retainer (prorated)	$5,514

Board Structure and Attendance (2024)

Item	Detail
Board meetings held	6; 100% attendance by all directors
Audit & Finance meetings	6; 100% attendance by members
Nominating & Governance meetings	4; 100% attendance by members
Compensation meetings	7; 100% attendance by members
Executive sessions	5 (each with non‑management session); independent Chair presides

Independence and Conflicts

Topic	Disclosure
Independence status	Independent director under NYSE standards; all members of Audit, Nominating & Governance, and Compensation Committees were independent .
Related‑party transactions	None with directors/executives since Jan 1, 2024; no indebtedness; conflicts governed by Code of Conduct and committee review .