Mary Ann Hopkins - Director | AMERICAN STATES WATER (AWR) Executive Profile & Compensation

About Mary Ann Hopkins

Mary Ann Hopkins is an independent director at American States Water Company, age 60, serving since 2019. She brings 33+ years of engineering and operating leadership across infrastructure, water, environmental, defense, security and intelligence markets, including senior roles at Arcadis NV (Chief Growth Officer; Executive Leadership Team) and Parsons Corporation (Group President, Federal Unit). She holds a BS and master’s degree in civil engineering from Syracuse University and completed the Advanced Management Program at Duke University. At AWR, she chairs the ASUS Committee and serves on the Compensation Committee.

Past Roles

Organization	Role	Tenure	Committees/Impact
Arcadis NV	Chief Growth Officer; Member, Executive Leadership Team; responsible globally for Strategy, Sales & Business Development, Marketing & Communications	2016–June 2023	Global growth leadership across infrastructure/water/ESG-focused consulting; retired 2023
Parsons Corporation	Group President, Federal Unit (primary markets: infrastructure, environmental, defense, security, intelligence); various executive/management roles since 1989	2012–2016 (Group President); prior roles 1989–2012	Led worldwide federal operations; U.S. government customer base

External Roles

Organization	Role	Tenure	Committees
Blumont, Inc.	Director	Since 2016	Audit, Risk & Compliance Committee; Finance Committee

Board Governance

Independence: The Board determined Ms. Hopkins is independent under NYSE standards; all members of the Compensation Committee (including Hopkins) were independent.
Committees: ASUS Committee (Chair); Compensation Committee (Member).
Attendance and engagement: Board met 6 times in 2024; Audit & Finance 6; Nominating & Governance 4; Compensation 7. Directors and committee members achieved 100% attendance during their service periods in 2024.
Board structure: 9 directors with an independent, non-executive chair; independent chairs/members on all board committees other than the ASUS Committee; no overboarding concerns disclosed.
Shareholder oversight signals: 95% support on 2024 say-on-pay, indicating strong investor backing of compensation governance.
Consultant independence: Compensation Committee’s advisor (Pearl Meyer) assessed as independent; no conflicts identified.

Fixed Compensation

Component (Director)	2024 Amount (USD)
Board Annual Retainer	$125,000
ASUS Committee Chair Retainer	$15,500
Compensation Committee Member Retainer	$7,500
Fees Earned or Paid in Cash (Total)	$148,000
Stock Awards (Grant-date Fair Value)	$40,000
All Other Compensation	$97
Total Compensation	$188,097

Notes:

Non-employee directors are paid in equal quarterly installments.
No incentive compensation, deferred compensation, or pension plans for non-employee directors.

Performance Compensation

Equity Element	2024 Detail
RSU Grant	Granted to each non-employee director on the date of the 2024 annual meeting; grant size equals a board-established dollar amount divided by the closing price of AWR common shares on the trading day immediately preceding the meeting.
Vesting	RSUs vest 90 days after grant.
Dividend Equivalents	Credited in RSUs until vesting based on dividends and share price on dividend payment date.
Options/Other Stock Awards	No other form of stock award granted to directors in 2024.
Unvested/Outstanding at 12/31/2024	None for non-employee directors (other than legacy retirement stock units held by other named directors).

Other Directorships & Interlocks

Item	Status
Public company directorships disclosed (current)	Not disclosed in Ms. Hopkins’ biography (Blumont noted; not identified as a public company).
Compensation Committee interlocks	None; no member was an officer/employee; no interlocks with companies where AWR executives serve.

Expertise & Qualifications

Key skills: Leadership, Engineering, Government Contracting, Strategic Planning.
Industry experience: Infrastructure, water, environmental, defense/security/intelligence; U.S. government markets.
Education: BS and master’s in civil engineering (Syracuse University); Advanced Management Program (Duke).

Equity Ownership

Metric	Value
Beneficial ownership (common shares)	3,611 shares (as of March 28, 2025)
Percent of class	<1%
Director stock ownership guideline	3x annual retainer; no sale of shares acquired via RSU vesting until guideline met.
Compliance status (2024 board members)	As of 2024, Ms. Hopkins had not yet met the 3x guideline and thus is restricted from selling RSU-acquired shares until compliance (elected in 2019).
Anti-hedging/pledging	Hedging and margin accounts prohibited; pledging prohibited absent NG Committee waiver; all officers/directors represented no hedging or pledging since policy adoption.

Governance Assessment

Strengths
- Independent director with deep, directly relevant domain expertise (engineering/infrastructure/water and federal contracting) and prior P&L leadership—valuable for ASUS oversight and regulated utility strategy.
- Board and committee independence, 100% attendance, and independent compensation consultant support robust governance processes.
- Shareholder alignment practices include director equity grants (ownership guidelines 3x retainer) and anti-hedging/anti-pledging policies; say-on-pay support at 95% in 2024 underscores investor confidence in compensation oversight (Hopkins is a Compensation Committee member).
Considerations / Potential Red Flags
- Director ownership guideline not yet met (as of 2024) triggers sale restrictions until compliance; ongoing monitoring of ownership build is warranted for alignment optics.
- ASUS Committee is the only committee noted as potentially including non-independent members at the company level; however, Hopkins serves as its independent chair, which mitigates some risk.
- No related-party transactions or indebtedness with directors since Jan 1, 2024 were disclosed; continued vigilance on related-party and conflict policies remains good practice.