Gladys M. Farrow
Vice President – Finance (Golden State Water Company); Treasurer and Assistant Secretary (Golden State Water Company and American States Utility Services, Inc.); Assistant Secretary (American States Water Company) at 
AMERICAN STATES WATER
AMERICAN STATES WATERExecutive
About Gladys M. Farrow
Gladys M. Farrow serves as Vice President – Finance, Treasurer and Assistant Secretary of Golden State Water Company (GSWC) and Treasurer and Assistant Secretary of American States Utility Services, Inc. (ASUS) and subsidiaries; she also serves as Assistant Secretary of American States Water Company (AWR). She is 60 years old and has held her current role since November 2008, implying 16+ years of tenure and retirement eligibility under AWR’s “Rule of 75” (age + years of service ≥ 75) for equity vesting treatment . AWR links executive pay to performance on Adjusted EPS, regulated utility operating metrics, ASUS earnings, and Total Shareholder Return (TSR); in 2024, TSR outperformed all seven peers for the 2022 PSU cycle (TSR component paid at 200% of target), underscoring equity tied to relative performance .
Past Roles
The proxy discloses Farrow’s current role and tenure but does not provide additional prior-role biography for her beyond current positions and service dates .
External Roles
No external public-company directorships or outside positions are disclosed for Farrow in the latest proxy .
Fixed Compensation
- 2024 base salary was increased 5.9% to $371,900 (administrative rate); salary actually paid (26 pay periods) was $371,500 .
- All Other Compensation in 2024 totals $22,903, largely 401(k) match, insurance, and personal use of company car .
Multi-year fixed comp detail
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 329,240 | 350,687 | 371,500 |
| All Other Compensation ($) | 23,690 | 24,010 | 22,903 |
Comp structure note: In 2024, salary+bonus+non-equity incentive constituted 55.0% of Farrow’s total comp; equity was 11.5% (the balance was mainly pension value change) .
Performance Compensation
Short-Term Cash Incentive (STIP) – 2024 program for GSWC Administrative & General officers (includes Farrow)
- Target incentive: 32.2% of base salary; actual bonus earned: 39.51% of base salary .
- Objective metrics and results (objective component totaled 92.7% of target in 2024):
| Metric (A&G Officers) | Target Calibration | 2024 Actual | Payout as % of Target |
|---|---|---|---|
| Adjusted EPS – AWR Consolidated | 80%/100%/120% of budget | 102.7% of adjusted budget | 22.0% |
| Adjusted EPS – Regulated Utilities (RU) | 80%/100%/120% of budget | 101.2% of adjusted budget | 20.6% |
| Adjusted EPS – ASUS | 80%/100%/130% of budget | 105.8% of adjusted budget | 10.9% |
| Capital Expenditures – RU ($) | ≥140m/≥155m/≥180m | $235.5m (Max) | 15.0% |
| Customer Complaints – RWU | ≤0.095%/≤0.055%/≤0.025% | 0.032% (BT/Max) | 6.5% |
| Supplier Diversity – RU | ≥26.5%/≥30.5%/≥34.5% | 33.9% (BT/Max) | 6.7% |
| SOX Deficiencies – RU | No MW/SD; cap on CDs | At Maximum | 6.0% |
| SOX Deficiencies – ASUS | No MW/SD; CD thresholds | At Target | 5.0% |
| Objective Incentive Total | 37.5%/80.0%/120.0% | Above Target | 92.7% |
STIP payouts (Farrow, 2024)
| Component | 2024 Amount |
|---|---|
| Non-Equity Incentive Plan Compensation ($) | 111,010 |
| Discretionary Bonus ($) | 35,926 |
| Target Incentive as % of Base Salary | 32.2% |
| Actual Bonus as % of Base Salary | 39.51% |
Long-Term Equity (RSUs/PSUs)
Grant design and vesting
- 2024 equity awards: RSUs (time-vested, 33%/33%/34% annually) and PSUs (33%/33%/34% paid on Dec 31 over 3 years, subject to performance), each with dividend equivalent rights; retirement “Rule of 75,” death, disability, or qualifying CIC enable exceptions; equity is double-trigger on CIC (vests upon qualifying termination within 2 years post-CIC) .
2024 grants to Farrow (awarded Mar 13, 2024)
| Instrument | Target Shares | Grant-Date Fair Value ($) | 2024 PSU Performance Mix |
|---|---|---|---|
| RSU | 729 | 53,108 | — |
| PSU | 730 | 54,915 | TSR 25%; GSWC Aggregate Operating Expense 60%; ASUS Cumulative Net Earnings 15% |
Performance outcomes (recent cycle certification)
- 2022 PSU cycle (certified Mar 2025): Farrow earned 671 shares (137.5% of target) based on TSR (200% of target), GSWC operating expense (100%), and ASUS cumulative net earnings (150%) outcomes .
2022 Performance Awards outcome (Farrow)
| Component | Payout vs Target | Shares Earned |
|---|---|---|
| TSR | 50.0% of (component) target | — |
| GSWC Aggregate Operating Expense | 50.0% of (component) target | — |
| ASUS Cumulative Net Earnings | 37.5% of (component) target | — |
| Total PSU Payout | 137.5% of target | 671 |
Equity Ownership & Alignment
Ownership, vesting status, and guidelines
| Category | Detail |
|---|---|
| Beneficial ownership (3/28/2025) | 8,531 AWR shares; <1% of class |
| Unvested/Unearned equity outstanding (12/31/2024) | 2,198 unearned RSU/PSU units; market value $170,829 at $77.72/share |
| RSUs vested under Rule of 75 but unpaid (12/31/2024) | 1,287 units; market value $100,026 |
| 2024 vestings/payout timing (realizations in 2025) | 358 shares delivered (2/7/2025) and 963 shares delivered (3/14/2025); remaining scheduled rights: 188 (within 30 days of 2/6/2026), 246 (30 days of 3/12/2026), 254 (30 days of 3/12/2027) plus dividend equivalents |
| Options | No stock options outstanding; all options exercised as of 12/31/2024 |
| Ownership guidelines | As VP, guideline = 1.0x salary; Farrow satisfied in 2024 |
| Hedging/pledging | Hedging and pledging prohibited absent waiver; officers/directors represented no hedging, margin, or pledging since policy adoption |
Alignment read-through:
- Mix of PSUs/RSUs (50/50) and TSR-based PSU tranche indicate pay-performance linkage; stock ownership guideline met indicates baseline alignment; anti-hedging/pledging further supports alignment .
Employment Terms
Severance/change-in-control mechanics and economics
- Equity: Double-trigger vesting upon qualifying termination within 2 years after a change in control; Rule of 75 provides retirement vesting accrual (subject to PSU performance certification) .
- Termination benefits (as of 12/31/2024 proxies):
Termination/Disability/Death benefits (Farrow)
| Scenario | Insurance ($) | Vehicle Purchase ($) | RSU Benefit ($) | PSU Benefit ($) | Total ($) |
|---|---|---|---|---|---|
| Termination (other than death/disability/CIC) | 1,518 | 2,201 | 100,026 | 100,521 | 204,266 |
| Disability | 1,518 | 2,201 | 100,026 | 100,521 | 204,266 |
| Death | 700,000 | — | 100,026 | 100,521 | 900,547 |
Change-in-Control illustrative payout (2024 proxy assumptions)
| Component | Amount ($) |
|---|---|
| Base Salary Benefit | 1,049,789 |
| Bonus Benefit | 327,534 |
| RSU Benefit | 93,287 |
| PSU Benefit | 84,023 |
| Welfare/Fringe Benefits | 68,786 |
| Purchase of Automobile | 2,169 |
| Retirement Plan Benefits | 135,596 |
| Total (Illustrative) | 1,761,184 |
Other terms and perquisites
- Retirement programs: Defined benefit pension and supplemental retirement plan for long-tenured employees; Farrow’s present value of accumulated benefit as of 12/31/2021: Pension $1,428,853; SERP $1,363,694 (early-retirement reduction would have applied at that date) .
- Relocation policy includes clawback if departure within 24 months after relocation; executives receive company car and are eligible for periodic executive physicals (≤$4,000 every two years) .
Compliance note
- One Form 4 (2022 RSU grant) was filed three days late for several insiders including Farrow (administrative reporting lapse) .
Total Compensation (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 329,240 | 350,687 | 371,500 |
| Discretionary Bonus | 28,580 | 32,863 | 35,926 |
| Stock Awards (Grant-date FV) | 90,016 | 104,502 | 108,023 |
| Non-Equity Incentive Plan | 92,539 | 102,313 | 111,010 |
| Change in Pension Value/Deferred Earnings | — | 481,727 | 294,047 |
| All Other Compensation | 23,690 | 24,010 | 22,903 |
| Total Compensation | 564,065 | 1,096,102 | 943,409 |
Compensation Structure Analysis
- Clear shift toward balanced equity mix (PSUs and RSUs each 50%) and continued emphasis on objective operating and financial metrics in STIP; committee retains only downward discretion, not upward, on objective payouts .
- 2024 TSR outperformance drove above-target outcomes for the TSR tranche in the 2022 PSU cycle (200% TSR component), evidencing pay-for-performance sensitivity to shareholder returns .
- Say-on-Pay support remained strong (95% approval in 2024), reducing governance overhang risk on comp design .
Investment Implications
- Alignment: Compliance with stock ownership guidelines, anti-hedging/pledging policy, and performance-weighted PSUs (including TSR and utility cost discipline) indicate solid pay-performance alignment; 2024 TSR outperformance supports PSU value realization .
- Retention/overhang: Farrow is retirement-eligible under Rule of 75, and many RSUs/PSUs are vested (subject to payout schedules) — reducing retention “handcuff” but smoothing share delivery into 2026–2027; equity overhang to the float from Farrow specifically is small (8,531 shares owned; <1% of class) .
- Event risk: Double-trigger CIC terms and quantified CIC benefits suggest manageable, formulaic severance economics at VP level; no option overhang and anti-pledging discipline lower governance red flags .
- Performance signal: STIP outcomes reflect strong capital deployment (capex at max) and solid EPS delivery against budget; given the regulated profile, continued focus on Opex control and ASUS earnings are primary levers for PSU realizations .