Christopher H. Connor
Senior Vice President (American States Utility Services, Inc. and subsidiaries) at 
AMERICAN STATES WATER
AMERICAN STATES WATERExecutive
About Christopher H. Connor
Christopher H. Connor is Senior Vice President of American States Utility Services, Inc. (ASUS), appointed in February 2022; he is 54 years old . Prior to AWR, he served as Vice President at Jacobs Engineering Group Inc. from 2016 to February 2022 . His incentive design is tied to ASUS-specific performance levers including Adjusted EPS, direct operating and construction margins, expense optimization, safety, and SOX controls, with company-wide PSU metrics that include relative TSR versus water utilities peers, ASUS cumulative net earnings, and ASUS new base acquisition success rates . Notably, 2022 performance shares paid 150.4% of target for Connor (with TSR at 200% of target and strong ASUS net earnings and base acquisition outcomes), and his 2024 short‑term objective bonus component paid 91.3% of target, although ASUS safety missed threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jacobs Engineering Group Inc. | Vice President | 2016–Feb 2022 | Not disclosed in proxy |
External Roles
- No public company board roles or external directorships are disclosed for Connor in the proxy .
Fixed Compensation
Multi-year reported compensation for Connor (amounts are calendar-year paid/recognized per Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 310,097 | 386,573 | 408,671 |
| Discretionary Bonus ($) | 34,064 | 50,477 | 54,693 |
| Non-Equity Incentive Plan ($) | 117,947 | 167,620 | 172,187 |
| Stock Awards ($) | 117,782 | 151,501 | 156,376 |
| All Other Compensation ($) | 57,445 | 29,352 | 34,244 |
| Total ($) | 637,335 | 883,197 | 922,150 |
| Target bonus % of base (STIP design) | 46.1% | 46.1% | 46.1% |
| Actual bonus as % of base (total) | 38.0% | 56.3% | 55.46% |
Additional salary setting: The Compensation Committee set Connor’s base salary at $409,100 for 2024, up 5.8% from $386,800 in 2023 .
Perquisites (2024 “All Other Compensation” breakdown):
| Component | 2024 ($) |
|---|---|
| Employer retirement/defined contribution plan contributions | 24,973 |
| Insurance | 2,580 |
| Personal use of company car | 3,573 |
| Other compensation (incl. holiday bonus, executive physical, etc.) | 3,118 |
| Total | 34,244 |
Performance Compensation
Short-Term Incentive (STIP) — 2024 Terms and Outcomes (ASUS Officer Design)
| Metric | Weight at Target (% of target incentive) | Target Definition | 2024 Actual | 2024 Payout (% of target) |
|---|---|---|---|---|
| Adjusted EPS – ASUS | 40.0% | 100% of budget | 105.8% of adjusted budget | 45.6% |
| Direct Operating Margin – ASUS | 12.5% | ≥ budget | Between target and maximum | 13.5% |
| Direct Construction Margin – ASUS | 12.5% | ≥ budget | Between target and maximum | 20.6% |
| Expense Optimization – ASUS | 6.0% | ≤ 99% of budget | 98.7% of adjusted budget | 6.6% |
| Safety – Recordable Incident Rate – ASUS | 4.0% | ≤ 2.9 | Did not meet | 0.0% |
| SOX Deficiencies – ASUS | 5.0% | “No MW, no SD and no CD” | At target | 5.0% |
| Objective incentive total | 80.0% at target | — | Above target | 91.3% |
Notes:
- ASUS metric definitions: direct operating margin and construction margin are calculated per proxy-defined formulas; expense optimization excludes specified items; SOX definitions refer to control deficiency (CD), significant deficiency (SD), and material weakness (MW) thresholds .
- Discretionary component was 13.4% of base pay for Connor (part of the overall bonus mix) .
Long-Term Incentives (PSUs/RSUs)
2024 grants (effective March 13, 2024):
| Award Type | Grant Date | Target Shares (#) | Threshold (#) | Maximum (#) | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| RSU | 3/13/24 | 1,056 | — | — | 76,930 |
| PSU | 3/13/24 | 1,056 | 471 | 2,297 | 79,446 |
2024 PSU metric mix for Connor:
| PSU Metric | Weight |
|---|---|
| Total Shareholder Return (relative to defined water utilities peer group) | 25% |
| ASUS Cumulative Net Earnings | 40% |
| ASUS New Base Acquisition Success Rate | 35% |
PSU performance schedules (targets/payouts defined ex ante):
- TSR payout scale by rank versus the peer group (7 peers): from 28.57% (≥1 peer) to 200% (≥7 peers) .
- Aggregate GSWC Operating Expense Level: 0–150% payout across defined expense bands .
- ASUS Cumulative Net Earnings: 0–200% payout across earnings bands (e.g., 100% at ≥$57.2mm) .
- ASUS New Base Acquisition Success Rate: 0–250% payout across win-rate bands (e.g., 100% at 20%) .
Realized performance from prior cycle (2022 PSUs, certified March 2025):
| Metric | Payout (% of target) |
|---|---|
| TSR (relative) | 200.0% |
| ASUS Cumulative Net Earnings | 152.5% (reported as 52.5% above target; payout line shows 52.5% of target component) |
| ASUS New Base Acquisition Success Rate | 119.9% |
| Total PSU Payout | 150.4% |
| Shares Earned (Connor) | 1,056 |
Vesting cadence for PSUs and RSUs typically 33%/33%/34%, with dividend equivalents accruing and payout contingent on vesting/performance; accelerated vesting applies for retirement (Rule of 75), death, disability, and certain change-in-control events (double-trigger) .
Equity Ownership & Alignment
- Beneficial ownership: 1,958 common shares; “less than 1%” of class .
- Outstanding awards at 12/31/2024:
- Unvested RSUs: 1,861 units ($144,637 estimated market value at $77.72/share) .
- Unearned PSUs: 4,074 units ($316,631 estimated market/payout value at $77.72/share, assuming maximum for 2023/2024 grants per disclosure) .
- RSU vesting schedule for Connor:
- 263 vested on Feb 6, 2025; 252 vested on Mar 10, 2025; 354 vested on Mar 12, 2025; 271 vest on Feb 6, 2026; 354 vest on Mar 12, 2026; remainder on Mar 12, 2027 .
- Stock ownership guidelines: SVPs must hold 1.5x salary; Connor is currently not in compliance and is prohibited from selling company shares until he meets the guideline .
- Hedging/pledging: Company prohibits hedging and generally prohibits pledging; officers/directors have represented no pledging/hedging since policy adoption .
- Insider trading policy: Trading blackout from day −14 of fiscal quarter-end through the second full trading day after earnings release; also prohibits trading while in possession of MNPI; Rule 10b5-1 plans allowed if compliant .
Employment Terms
- Role and tenure: Senior Vice President of ASUS since February 2022; age 54 .
- Employment agreements: None; executives are at-will .
- Clawback: Effective October 2, 2023; recoupment of cash/equity incentive compensation for restatements (including certain non-material errors that would be material if corrected in current period), generally covering three completed years prior to restatement; with limited impracticability exceptions .
- Change-in-control (CIC) agreements:
- Double trigger required (termination without cause or resignation for “good reason” within two years post-CIC) .
- Cash severance: 2.99× (highest of last 3 years) base salary plus target-year cash incentive; accelerated vesting of unvested RSUs (performance awards vest at target); continued benefits (two years for most NEOs; three years for CEO/CFO); ability to purchase company vehicle at wholesale; Section 4999 excise tax cutback if beneficial .
- Connor’s estimated CIC package (assuming CIC on 12/31/2024):
Component Amount ($) Base salary benefit 1,223,209 Bonus benefit 563,899 Retirement plan benefits (defined contribution and SERP components per formula) 563,816 Welfare/fringe benefits (2 years) 80,458 Automobile purchase benefit 4,273 RSU acceleration 144,637 Performance stock awards (target assumption) 145,590 Total 2,725,882
- Termination benefits (non-CIC):
Scenario Total ($) Termination (other than disability, death, CIC) 77,502 Termination on disability 299,188 Termination on death 1,190,227 Notes: Includes executive life insurance premiums or benefits, vehicle purchase option, RSU conversions to shares, and PSU payouts per target/vesting rules; Connor’s unvested RSUs/PSUs vest for disability/death per award terms .
Compensation Structure vs Performance Metrics
- STIP metrics highly tied to ASUS delivery: Adjusted EPS, direct margins, expense optimization, safety, SOX controls; 2024 objective performance paid 91.3% of target (safety missed threshold) .
- Long-term PSU metrics align with both corporate and segment priorities: TSR relative to seven water utilities peers, ASUS cumulative net earnings, and ASUS new base acquisition success; 2022 PSU cycle paid 150.4% of target for Connor (TSR at 200%, ASUS earnings 150%, new base acquisition 119.9%) .
- Mix shift and market positioning: Connor’s target total direct compensation mix includes ~50% performance-based equity (PSUs) and ~50% time-based RSUs for SVP cohort; target TDC levels generally set between 25th–50th percentile of peer data to reflect regulatory/customer considerations; say‑on‑pay support was ~95% in 2024 .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial shares owned | 1,958; <1% of class |
| RSUs unvested at 12/31/2024 | 1,861 units; $144,637 value at $77.72/share |
| PSUs unearned at 12/31/2024 | 4,074 units; $316,631 value at $77.72/share (includes dividend equivalents; assumes maximum for 2023/2024 per disclosure) |
| Ownership guideline compliance | Required 1.5x salary; not yet met; cannot sell until compliant |
| Hedging/pledging | Prohibited; no pledging/hedging representations by officers/directors |
Employment Contracts, Severance, and Change-of-Control Economics
- No employment contracts; at-will employment .
- CIC economics include 2.99× salary+bonus, accelerated vesting at target for PSUs, health/welfare continuity, vehicle purchase option; Connor receives defined contribution/SERP-related cash equivalents in lieu of pension plan continuation; Section 4999 cutback applies if beneficial .
- Non-compete/non-solicit: One-year restrictions tied to CIC cash installments (four-monthly tranches over 12 months) .
Performance & Track Record
- 2024 STIP objective payout for ASUS officers 91.3% (Adjusted EPS above target, margins between target and max; safety missed) .
- 2022 PSU cycle: Connor earned 150.4% of target shares, reflecting TSR outperformance and strong ASUS net earnings and base acquisition outcomes .
- Company-level context: 2024 GAAP diluted EPS $3.17; 5-year EPS CAGR ~6.8% (7.2% adjusted for 2019 CPUC items), dividend CAGR ~9.1%; relative TSR and financial performance rank favorably versus water utility peers across periods and metrics, undergirding TSR-linked PSU structure .
Compensation Committee Analysis and Governance
- Independent Compensation Committee retained Pearl Meyer; assessed independence; used diversified utility peer group (including California water peers under CPUC oversight); target TDC generally at 25th–50th percentile .
- Robust risk mitigators: balanced metrics, capped upside, clawback policy, ownership guidelines, anti-hedging/pledging; no employment agreements, no single-trigger cash severance, no tax gross-ups, no option repricing .
Investment Implications
- Alignment: Connor’s incentives are tightly coupled to ASUS profitability, margins, contract acquisition, and compliance; PSU TSR linkage to water utility peers adds external performance discipline .
- Retention risk: Accelerated vesting under Rule of 75 does not apply to Connor; PSUs/RSUs vesting through 2027 and SERP vesting at 5 years create retention hooks; CIC package provides competitive protection but requires double-trigger and non-compete compliance .
- Selling pressure: RSU tranches vest in 2026–2027; however, inability to sell until ownership guideline met tempers near-term disposal risk; blackout windows further limit timing .
- Signals: 2022 PSU outperformance and 2024 STIP above-target objective payout (despite safety miss) suggest execution focus on earnings/margin and base acquisition; continued emphasis on TSR and ASUS earnings in PSUs underpins pay-for-performance and investor alignment .