Jon G. Pierotti
AMERICAN STATES WATERAbout Jon G. Pierotti
Jon G. Pierotti is Vice President – Regulatory Affairs at Golden State Water Company (GSWC), the regulated water utility subsidiary of American States Water Company. He has held this role since March 2022 and previously served as GSWC’s Regulatory Affairs Manager from June 2016 to March 2022. His age is 41 as of March 28, 2025 . During his tenure, AWR highlighted steady long-term growth: 10-year EPS CAGR of 7.3% and dividend CAGR of 8.0%, with 5-year EPS CAGR of 6.8% (7.2% adjusted) and strong relative performance against water peers; management’s 2022–2024 pay-versus-performance analysis shows TSR rank at the 31st percentile vs. a diversified utility peer set for 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Golden State Water Company (GSWC) | Vice President – Regulatory Affairs | Mar 2022–present | Leads regulatory strategy, influencing allowed returns, capital recovery, and service quality across California service territories . |
| Golden State Water Company (GSWC) | Regulatory Affairs Manager | Jun 2016–Mar 2022 | Managed rate cases and regulatory engagements underpinning earnings visibility . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed in company filings . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base salary ($) | Not disclosed | Not disclosed | Not disclosed | Pierotti is not a Named Executive Officer (NEO); AWR does not disclose his base salary in the proxy . |
| Target Short-Term Incentive (% of base) | 31.20% | 32.20% | 33.20% | STIP participant; GSWC officers receive threshold/target/maximum formulas set each year . |
Performance Compensation
AWR uses annual cash incentives (STIP) and multi‑year equity (RSUs/PSUs). Pierotti, a GSWC officer, was explicitly listed under GSWC Operations Officers in 2022 STIP and as a GSWC officer in 2023–2025 STIPs. Program design and results for GSWC Operations Officers (illustrative of his framework) are below.
| Metric (GSWC Operations Officers, 2024) | Weight at Target | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EPS – Regulated Water Utility (RWU) | 40.0% | 80% of budget | 100% of budget | 120% of budget | 101.7% of adjusted budget | 41.7% |
| Capital Expenditures – RWU | 16.0% | ≥$135mm | ≥$145mm | ≥$165mm | $201.9mm (max) | 24.0% |
| Customer Complaints – RWU | 6.0% | ≤0.095% | ≤0.055% | ≤0.025% | 0.032% (btw tgt/max) | 7.5% |
| Supplier Diversity – RWU | 6.0% | ≥27.0% | ≥31.0% | ≥35.0% | 35.3% (max) | 8.0% |
| Safety – Recordable Incident Rate – RWU | 6.0% | ≤3.7 | ≤3.0 | ≤2.3 | 2.9 (btw tgt/max) | 6.3% |
| SOX Deficiencies – RU | 6.0% | No MW/SD ≤3 CDs | No MW/SD ≤1 CD | No MW/SD no CD | At maximum | 7.0% |
| Objective incentive subtotal | 80.0% target | — | — | 115.0% cap | Above target | 94.5% of target |
| Discretionary component | 20.0% target | 12.5% | 20.0% | 35.0% | Individual, Committee‑assessed | Program design . |
Notes:
- STIP metrics and calibrations are set annually; GSWC officers are split into “Administrative & General” vs “Operations” cohorts. Pierotti was categorized as Operations in 2022; subsequent filings list him as a GSWC officer with the same STIP structure .
- Committee-defined adjustments (e.g., CPUC decisions, pension market impacts) can reduce payouts; 2024 adjustments lowered objective payouts for GSWC A&G and Operations vs. pre‑adjusted outcomes .
Long-term equity design (company-wide for executives):
- RSUs and PSUs vest 33%/33%/34% over 3 years; PSUs based on 3‑year performance; dividend equivalents accrue and are paid only upon vest .
- No option repricing/repurchases; clawback policy applies to cash and stock incentive compensation tied to financials, consistent with NYSE rules, effective Oct 2, 2023 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Stock ownership guidelines (executives) | CEO 5.0x salary; SVPs 1.5x; VPs 1.0x (applies to Pierotti as VP). No sales until compliant; status is not disclosed for Pierotti . |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent committee waiver; no officer/director has pledged since policy adoption . |
| Insider trading windows | Blackouts from 14 days before quarter-end until second full trading day after earnings release; 10b5‑1 plans permitted under policy . |
Recent Form 4 activity (beneficial ownership and routine share movements)
| Filing date | Transaction date | Code | Shares (+/–) | Price | Post‑transaction holdings | Notes/Source |
|---|---|---|---|---|---|---|
| 02/11/2025 | 02/07/2025 | A | +28.64 | $0.00 | 401(k): 337.35 | 401(k) update; RSU/plan credit |
| 02/11/2025 | 02/07/2025 | F | −74.67 | $73.53 | Direct: 1,939.07 | Shares withheld for taxes on vest |
| 02/11/2025 | 02/07/2025 | F | −12.60 | $73.53 | Direct: 1,926.46 | Additional tax withholding on vest |
| 02/11/2025 | 06/03/2024 | A | +7.30 | $73.07 | Direct running total | Dividend reinvestment/plan credit per footnote |
| 02/11/2025 | 09/03/2024 | A | +7.15 | $81.25 | Direct running total | Dividend reinvestment/plan credit per footnote |
| 02/11/2025 | 12/02/2024 | A | +6.81 | $85.77 | Direct running total | Dividend reinvestment/plan credit per footnote |
| 03/17/2025 | 03/13/2025 | — | — | — | — | Additional Form 4 filed; see filing index |
- Form 4 code guide: A = award/plan acquisition; F = shares withheld to cover taxes on an award; see SEC code definitions .
- Initial Form 3 filed March 15, 2022 reflects reporting status as officer at appointment .
Pledging and hedging red flags: none—company policy prohibits these practices, and management reports no pledges by officers/directors since adoption .
Employment Terms
| Area | Disclosure |
|---|---|
| Employment agreement | AWR discloses no employment agreements for NEOs; no Pierotti-specific agreement disclosed . |
| Change-in-control (CIC) | CIC terms and payout multiples (2.99x base + target bonus, double‑trigger, accelerated equity) are disclosed for NEOs; Pierotti is not an NEO, and no Pierotti-specific CIC agreement is disclosed . |
| Clawback | Company-wide clawback covers performance-based cash/equity tied to financial statements; applies to executive officers (adopted Oct 2, 2023) . |
| Non-compete/Non-solicit | Non-compete noted in context of NEO CIC benefits; no Pierotti-specific restrictions disclosed . |
Compensation Structure Analysis
- Year-over-year incentive mix: Pierotti’s STIP target rose from 31.2% (2023) to 32.2% (2024) and 33.2% (2025) of base—incrementally higher at-risk cash pay, increasing sensitivity to annual regulatory/operational outcomes .
- Metric rigor: Operations cohort uses balanced scorecard with EPS, capital deployment, customer complaints, supplier diversity, safety, and SOX controls; 2024 objective payouts were above target but below max (94.5% of target after committee adjustments), evidencing measured calibration rather than easy targets .
- Equity risk-sharing: 3-year cliffed PSU determinations and RSU vesting schedule promote retention and long-horizon alignment; clawback policy strengthens governance .
- Share handling: Routine “F” transactions suggest tax-withholding upon vesting rather than open-market selling pressure; anti-pledging/hedging policies reduce misalignment risk .
Say‑on‑Pay & Shareholder Feedback (company-wide context)
- 2024 say‑on‑pay received ~95% support; Compensation Committee noted no shareholder concerns and maintained design continuity into 2025 .
Compensation Peer Group (company-wide)
- AWR benchmarks to a diversified utility peer set (including Essential Utilities, California Water Service Group, SJW Group; and select gas/electric utilities) with emphasis on CPUC‑regulated water peers; competitive positioning generally between 25th–50th percentile for total direct compensation .
Investment Implications
- Alignment: Pierotti’s incentives (EPS of regulated utility, capital deployment, customer outcomes, safety, SOX control) tie directly to regulatory execution and rate‑case success—key drivers of earnings cadence and ROE realization . The gradual rise in his STIP target increases sensitivity to these fundamentals .
- Selling pressure: Recent Form 4s are dominated by award credits and tax withholding (codes A and F), not discretionary selling—limited direct insider selling signal. Anti‑pledging and hedging bans further mitigate misalignment risk .
- Retention: 3‑year equity vesting and a balanced STIP with above‑target but sub‑max payouts in 2024 indicate a stable, performance‑linked pay model that supports retention without encouraging excessive risk .