Paul J. Rowley

About Paul J. Rowley

Paul J. Rowley is Senior Vice President – Regulated Water Utility at Golden State Water Company (GSWC), a subsidiary of American States Water Company (AWR). He has held his current role since December 2021 and is 60 years old . Under his purview, long-term incentive metrics heavily emphasize regulated operating expense performance; for the 2022 performance share awards, his mix was 25% total shareholder return (TSR) and 75% GSWC operating expense, and the award paid out at 125% of target (849 shares earned). Company TSR for the period measured exceeded all seven peers, resulting in a 200% of target payout on the TSR component . Three-year revenue and EBITDA trends for AWR are shown below to frame pay-for-performance.

Past Roles

Fixed Compensation

• Base salary setting reflects peer competitiveness, role scope, prior-year performance and company results; Rowley’s 2024 salary rate was set at $461,200 (+6.8% YoY from $432,000) .
• Salary actually paid in calendar 2024 (per SCT) was $460,638; All Other Compensation was $28,569 .

Performance Compensation

Short-Term Cash Incentive (STIP) – Design and Outcomes

• Structure: 80% objective performance criteria and 20% discretionary assessment by the compensation committee .
• Target opportunity: 38.2% of base salary for 2024; committee-approved threshold/target/max dollars below .
• Outcome: Actual bonus earned in 2024 equaled 47.18% of base salary; Non-Equity Incentive Compensation dollar payout in 2024 was $166,489 .

Long-Term Equity Awards – Grants and Vesting Mechanics

• 2024 LTI grant mix: For senior vice presidents, awards were targeted 50% PSUs and 50% RSUs; actual shares determined using a 30-trading-day average prior to March 2024 meeting .
• 2024 performance criteria for PSUs included relative TSR, GSWC operating expense, ASUS cumulative net earnings and ASUS new base acquisition success rate; weighting is defined by role (Rowley’s role focuses on GSWC operating expense) .
• Vesting: RSUs generally 33%/33%/34% over 1–3 years; PSUs vest on 12/31 in each of three years subject to performance; “Rule of 75” retirement eligibility accelerates vesting (but payments occur on scheduled payout dates), with change-in-control double-trigger vesting; dividend equivalents accrue and pay only upon vesting .

2022 PSU Award – Certified Results (certified March 2025)

Equity Ownership & Alignment

• Beneficial ownership: 8,807 AWR common shares as of March 28, 2025 (less than 1% of class) .
• Outstanding awards at 12/31/2024: Equity incentive awards unearned/not paid of 2,919 units (market value $226,865 at $77.72); RSUs vested under Rule of 75 but unpaid of 1,789 units ($139,041) .
• Options: All options have been exercised; no options outstanding as of 12/31/2024 .
• Stock ownership guidelines: Senior Vice Presidents must hold 1.5x salary. Rowley satisfied the guideline in 2024 (previously not met in 2023, which restricted sales until compliant) .
• Hedging/pledging: Company prohibits hedging and generally prohibits pledging; no officers/directors have pledged shares since policy adoption .

Recent and Scheduled RSU Payouts (Vesting-Triggered Distributions)

Employment Terms

• Employment agreements: AWR discloses that it does not have employment agreements with its named executive officers .
• Change-in-control (CIC): Double-trigger. Cash severance equal to 2.99x of highest base salary in prior 3 years plus target annual bonus; unvested RSUs vest; PSUs vest at target; welfare benefits continue (2 years for SVPs) and vehicle purchase right; best-net reduction to avoid 280G excise tax; certain pension enhancements conditioned on 1-year non-compete/non-solicit .
• Estimated CIC economics for Rowley (as of 12/31/2024): Base Salary Benefit $1,378,988; Bonus Benefit $526,773; Retirement Plan Benefits $554,545; Welfare/Fringe $59,183; Vehicle $2,684; RSUs $139,041; PSUs $139,594; Total $2,800,808 .
• Termination (non-CIC) benefits include executive life insurance premium continuation for two years, RSU/PSU treatment per plan, and vehicle purchase right .
• Clawback: Policy to recoup cash/stock incentive comp in event of an accounting restatement per NYSE rules .
• Pensions/SERP (12/31/2024): Pension Plan PVAB $1,127,817 (17 years credited service); Supplemental Retirement Plan PVAB $1,394,086 (17 years) .

CIC Benefits Detail (Rowley, scenario as of 12/31/2024)

Performance & Track Record

AWR Financial Performance (context for pay-for-performance)

*Values retrieved from S&P Global.

• PSU outcomes: For the 2022 PSU grant (certified March 2025), TSR outperformed all seven peers (200% of TSR component), GSWC operating expense achieved target (100%), and Rowley’s total payout was 125% of target (849 shares) .
• STIP outcomes: 2024 actual bonus equaled 47.18% of base salary versus a 38.2% target opportunity .

Equity Compensation Tables (Year-End 2024)

Investment Implications

• Pay-for-performance alignment: Rowley’s incentives emphasize regulated OpEx and relative TSR; 2022 PSUs paid above target (125%) with TSR at 200% of target, indicating linkage to operational efficiency and shareholder returns . STIP design maintains balance (80% objective/20% discretionary) with actual payout at 47.18% of salary vs 38.2% target in 2024 .
• Retention risk vs mobility: Three-year vesting and dividend equivalents support retention, but “Rule of 75” accelerates vesting for retirement-eligible executives (payments still occur on scheduled payout dates), reducing forfeiture risk. Upcoming scheduled RSU payouts through 2026 are transparent and may create calendar-driven liquidity windows rather than discretionary selling pressure .
• Alignment and governance: Rowley now meets 1.5x salary ownership guideline (restriction on sales lifted), and AWR maintains robust anti-hedging/anti-pledging and clawback policies; say-on-pay support has been ~95% in recent years, supporting compensation design stability .
• Downside protection and CIC economics: CIC package (estimated $2.8M) plus pension/SERP present values provide significant security; double-trigger requirement and best‑net 280G cutback limit shareholder-unfriendly optics (no excise tax gross‑ups) .

Appendix: Additional Reference Tables

2024 Base Salary Decisions for NEOs (context)

2024 Summary Compensation Table (Rowley excerpt)

Notes:

• No stock options granted in the past three years .
• Performance metrics for PSUs include TSR, GSWC operating expense, ASUS cumulative net earnings, and ASUS new base acquisition success (weights vary by role; Rowley’s role emphasizes GSWC OpEx) .

Security Ownership (as of March 28, 2025)

Citations: All references in brackets refer to AWR filings and proxy statements as indicated in the document search results above.