Diana M. Bontá
AMERICAN STATES WATERAbout Diana M. Bontá
Independent director of American States Water Company (AWR); age 74; director since 2007. She chairs the Nominating and Governance Committee and serves on the Compensation Committee. She holds doctorate and master’s degrees in public health from UCLA, is a registered nurse, and has held senior leadership roles in public health, philanthropy, and healthcare communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bontá Group | President & CEO | ~2014–Mar 2024 | Healthcare consulting leadership |
| California Wellness Foundation | President & CEO | Not disclosed | Led mission to improve health in California |
| Kaiser Foundation Health Plan & Hospitals (Southern California) | VP Public Affairs | Not disclosed | Set public policy agenda; oversaw external communications |
| California Department of Health Services | Director | Not disclosed | First Latina director; statewide health oversight |
| City of Long Beach Dept. of Health & Human Services | Director | Not disclosed | Municipal health leadership |
| UCLA School of Public Health | Adjunct Professor | 1999–2023 | Academic contribution to public health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Annie E. Casey Foundation | Trustee; Governance Committee Chair | Trustee since 2008; Chair since 2023 | National philanthropy governance |
| New Hope Medical Foundation | Board Member | Not disclosed | Healthcare-related foundation |
| Children’s Hospital of Los Angeles | Board of Directors; Foundation Board of Trustees | Since 2019 | Pediatric healthcare governance |
| Archstone Foundation | Board Member; Chair of Board & Audit Committee | 2009–2021 | Senior aging philanthropy governance |
| City of Los Angeles Board of Fire Commissioners | Commissioner | Not disclosed | Public safety oversight (mayoral appointment) |
| Charles R. Drew University of Medicine and Science | Director/Trustee | Not disclosed | Academic medical governance |
| Health Professions Education Foundation (CA) | Board of Trustees (state appointments) | Not disclosed | State healthcare workforce support |
| Public company directorships | None disclosed | — | No current public company boards listed in AWR proxy biography |
Board Governance
- Independence: The Board determined Dr. Bontá is independent under NYSE standards; all members of Nominating & Governance and Compensation Committees were independent .
- Committee assignments: Nominating & Governance (Chair); Compensation (Member) .
- Board/committee attendance: 2024 Board met 6 times; all directors attended 100% of Board and their committee meetings .
- Executive sessions: Five executive sessions held in 2024, including non-management sessions .
- Director election (2025): Votes For 28,004,962; Withheld 2,296,026; Broker Non-Votes 4,251,087 .
- Related party/transactions: No indebtedness or transactions with directors/executives since Jan 1, 2024 .
- Policies: Anti-hedging and anti-pledging; officers/directors reported no hedging/pledging since policy adoption . Director annual meeting attendance policy; all directors attended 2024 annual meeting .
2025 Director Election Result (Engagement Signal)
| Candidate | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Diana M. Bontá | 28,004,962 | 2,296,026 | 4,251,087 |
Fixed Compensation (Director, 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 125,000 | Non-employee director retainer (paid quarterly) |
| Committee Chair – Nominating & Governance | 14,000 | Chair stipend |
| Committee Member – Compensation | 7,500 | Member stipend |
| All Other Compensation | 97 | Accident insurance allocation/spousal travel reimbursement policy |
| Total Cash Fees | 146,500 | Sum of cash components |
Performance Compensation (Director, 2024)
| Equity Element | Detail | Vesting/Performance | Amount ($) |
|---|---|---|---|
| Annual RSU Grant | Granted on 2024 annual meeting date (May 21, 2024) | Vests 90 days after grant; dividend equivalents credited until vest | 40,000 (grant-date fair value) |
| Retirement Stock Units (legacy 2003–2008 awards) | Outstanding balance | Paid upon retirement; dividend equivalents accrue | 3,335 units outstanding as of Dec 31, 2024 |
No options or PSUs for directors; director equity is time-based RSUs (not performance-conditioned) with dividend equivalents until vest; AWR states no incentive/deferred compensation or pension plans for non-employee directors .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee Interlocks | None; AWR reports no interlocks or insider participation among 2024 compensation committee members |
| Compensation Consultant Independence | Pearl Meyer assessed as independent; <1% of firm revenue from AWR; no conflicts |
| Public Company Interlocks | None disclosed for Dr. Bontá; external roles are primarily nonprofit/academic |
Expertise & Qualifications
- Leadership in public health administration and philanthropy; prior state and municipal health department leadership .
- Corporate governance and public affairs/communications expertise; Kaiser Foundation VP Public Affairs .
- Academic credentials: Doctorate and master’s in public health (UCLA); registered nurse; adjunct professor, UCLA School of Public Health (1999–2023) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (AWR common shares) | 12,582 | As of March 28, 2025 |
| Shares outstanding (context) | 38,508,496 | As of March 21, 2025 |
| Ownership % of outstanding | ~0.0327% (12,582/38,508,496) | Calculated from disclosed counts |
| Retirement Stock Units outstanding | 3,335 units | Legacy director retirement stock units |
| Hedging/Pledging | Prohibited; officers/directors reported no pledging/hedging since policy adoption |
Governance Assessment
- Strengths: Long-tenured independent director with deep governance experience; chairs Nominating & Governance; 100% attendance; strong shareholder support in 2025 election; clear anti-hedging/anti-pledging and clawback frameworks; robust director stock ownership guidelines (3× retainer) with compliance reported for all but specified newer directors—Bontá meets/exceeds guideline .
- Alignment: Director equity via RSUs with dividend equivalents; prohibition on selling RSU-acquired shares until ownership guideline met; Bontá has legacy retirement stock units outstanding, indicating long service and accrued equity .
- Conflicts/Red Flags: AWR reports no related-party transactions or indebtedness with directors/executives since Jan 1, 2024; no compensation committee interlocks; no pledging of company shares; no director “overboarding” concerns cited .
- Shareholder signals: Say-on-pay historically strong (~95% in 2024); 2025 say-on-pay support was 28,175,605 for vs 1,924,683 against (with 200,700 abstentions and 4,251,087 broker non-votes), indicating continuing support .
Overall, Dr. Bontá’s governance profile supports board effectiveness: independent status, committee leadership, attendance, and ownership guideline compliance reduce alignment risk; absence of related-party dealings and pledging mitigates conflict risk .