Patrick M. Kubiak
AMERICAN STATES WATERAbout Patrick M. Kubiak
Vice President – Asset Management at Golden State Water Company (AWR’s regulated water utility) since April 2021; previously Field Technology Services Manager (Aug 2018–Mar 2021). Age 41 as of March 28, 2025. Prior experience includes Associate Director at Navigant Consulting (2014–2018). Company performance context over his tenure includes 2024 EPS of $3.17, 10-year EPS CAGR of 7.3% and dividend CAGR of 8.0%; 5-year EPS CAGR of 6.8% (7.2% adjusted), and 5-year CAGR of net utility plant of 8.3%. Relative TSR rank was 63rd percentile (2021–2023) and 31st percentile (2022–2024).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Golden State Water Company (GSWC) | Vice President – Asset Management | Apr 2021–present | Oversees asset management for regulated water utility operations (role context) |
| GSWC | Field Technology Services Manager | Aug 2018–Mar 2021 | Led field technology services (role context) |
| Navigant Consulting, Inc. | Associate Director | 2014–2018 | Consulting experience relevant to utilities/infrastructure (role context) |
Fixed Compensation
| Year | Program | Role cohort | Target aggregate bonus (% of base salary) |
|---|---|---|---|
| 2024 | Short‑Term Incentive Program (STIP) | GSWC Operations Officer | 32.20% |
| 2025 | Short‑Term Incentive Program (STIP) | GSWC Operations Officer | 33.20% |
- STIP structure for executive officers: 80% objective metrics and 20% discretionary component each year.
Performance Compensation
2024 STIP objective metrics and outcomes for GSWC Operations Officers (applies to Kubiak’s cohort):
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout as % of Target Incentive |
|---|---|---|---|---|---|
| Adjusted EPS – Regulated Water Utility (RWU) | 80% of budget | 100% of budget | 120% of budget | 101.7% of adjusted budget | 41.7% |
| Capital Expenditures – RWU | ≥ $135m | ≥ $145m | ≥ $165m | $201.9m (Max) | 24.0% |
| Customer Complaints – RWU | ≤ 0.095% | ≤ 0.055% | ≤ 0.025% | 0.032% (Between Target/Max) | 7.5% |
| Supplier Diversity – RWU | ≥ 27.0% | ≥ 31.0% | ≥ 35.0% | 35.3% (Max) | 8.0% |
| Safety – Recordable Incident Rate – RWU | ≤ 3.7 | ≤ 3.0 | ≤ 2.3 | 2.9 (Between Target/Max) | 6.3% |
| SOX Deficiencies – Regulated Utilities | “No MW, no SD and ≤1 CD” at target | — | “No MW, no SD and no CD” at max | At Maximum | 7.0% |
| Objective incentive subtotal | — | — | — | Above Target | 94.5% (of target objective bonus) |
Notes:
- For GSWC Operations Officers, the plan caps the objective component at 115% of target; 2024 actual objective component for the cohort was 94.5% of target.
- Company-wide adjustments under the plan can reduce or increase calculated payouts (e.g., rabbi trust performance, CPUC decisions); 2024 adjustments lowered objective payouts for some cohorts.
Equity Ownership & Alignment
- Executive stock ownership guidelines: Vice Presidents must hold company equity equal to 1.0x annual base salary within five years (unexercised options and unvested PSUs excluded from compliance calculation).
- Insider trading policy establishes blackout windows: from day 14 before quarter-end until two full trading days after earnings release; 10b5‑1 plans permitted.
- Anti‑hedging and anti‑pledging: Officers and directors are prohibited from hedging and pledging company shares absent a narrow pre‑approved waiver; no officer or director has pledged shares since policy adoption.
Equity award design (plan-level terms applicable to executives):
- Time‑vested RSUs and PSUs generally vest 33%/33%/34% over three years; PSUs vest based on three‑year performance certification; dividend equivalents accrue and pay only upon vesting.
- Double‑trigger change‑in‑control: RSUs/PSUs vest if employment is terminated (other than for cause, death, or disability) or for good reason within two years following a CIC.
Employment Terms
- No employment agreements with executive officers; executives are employed at will.
- STIP forfeiture and clawback: Bonuses are forfeited if the participant terminates before bonus payment, subject to limited exceptions; all bonuses are subject to the company’s clawback policy compliant with NYSE rules (effective Oct 2, 2023).
- Executive physical: The CEO, Senior Vice Presidents, and Vice Presidents are eligible for reimbursement up to $4,000 for an executive physical at least once every two years.
Performance & Track Record (Company context)
| Metric | Value | Period/Notes |
|---|---|---|
| Diluted EPS (GAAP) | $3.17 | FY2024 |
| EPS CAGR | 7.3% | 10‑yr CAGR ended 12/31/2024 |
| Dividend CAGR | 8.0% | 10‑yr CAGR ended 12/31/2024 |
| EPS CAGR | 6.8% (7.2% adj.) | 5‑yr; adj. excludes 2019 $0.04 retro rates |
| Net utility plant CAGR | 8.3% | 5‑yr; $844.7m company‑funded capex (5 yrs) |
| Relative TSR rank | 63rd percentile | 2021–2023 (vs. compensation peer group) |
| Relative TSR rank | 31st percentile | 2022–2024 (vs. compensation peer group) |
| Say‑on‑pay approval | ~95% “For” | 2024 vote |
| Legal proceedings | None disclosed for execs/directors | Past 10 years (company statement) |
Governance, Compensation Structure, and Peer Benchmarking (Program-level)
- Compensation Committee (independent) oversees executive pay, uses Pearl Meyer as independent advisor; no consultant conflicts disclosed.
- Peer group spans water, gas, and electric utilities (incl. California water peers); target total direct compensation generally positioned between 25th–50th percentile.
- Program design emphasizes pay for performance, limits discretion, prohibits repricing/repurchasing of options, and avoids tax gross‑ups; executives subject to stock ownership guidelines and clawback.
Investment Implications
- Alignment: Kubiak’s incentive mix (STIP target 33.2% of salary in 2025, up from 32.2% in 2024) is tied to regulated water outcomes—RWU EPS, capex execution, customer complaints, supplier diversity, safety, and SOX control health—which directly influence allowed returns and cash flows in a CPUC‑regulated model. 2024 objective outcomes for Operations Officers were near target (94.5%), with capex and supplier diversity at maximum, indicating incentives linked to operational execution.
- Retention and selling pressure: Three‑year vesting of RSUs/PSUs, blackout windows, and anti‑pledging/hedging policies temper near‑term selling pressure and support retention; however, the absence of an employment agreement means standard at‑will employment (mitigated by multi‑year equity vesting).
- Risk controls: Robust clawback, insider policies, and no related‑party or legal issues disclosed reduce governance and headline risk; high say‑on‑pay support (95%) indicates shareholder alignment with pay design.
- Monitoring: For trading‑signal insight, track any Form 4 activity (insider buys/sells, 10b5‑1 adoptions) and vesting calendars; Kubiak’s individual equity holdings and transactions were not disclosed in the proxy and should be monitored via Form 4s.