Roger M. Ervin
AMERICAN STATES WATERAbout Roger M. Ervin
Independent director (age 65) serving on AWR’s board since 2023; current committee memberships include Compensation and ASUS, with key skills in leadership, government contracting, audit/finance, and information technology . Background includes CEO of Blumont, Inc. (2014–2020), leadership roles at LMI Consulting, Wisconsin Secretary of Revenue (2007–2011), and prior service in the U.S. Department of State, U.S. Department of Commerce, and the African Development Bank . Education: B.S. from Tulane University and MBA from University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blumont, Inc. | President & CEO | 2014–2020 | Led global engineering/management support operations in >20 countries |
| LMI Consulting | Senior leadership (Global Markets) | Not disclosed (prior to 2014) | Supported DoD, State Dept., and U.S. intelligence agencies |
| State of Wisconsin | Secretary of Revenue | 2007–2011 | Restructured agency operations; state tax code rewrite; digitalization |
| U.S. Dept. of State | Senior Advisor (Bureau of African Affairs) | Not disclosed | Policy/advisory capacity |
| U.S. Dept. of Commerce | Executive experience | Not disclosed | Government/economic development exposure |
| African Development Bank | Regional Director | Not disclosed | International development and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendium Education Group | Director; Audit Committee member | Since 2020 | Audit oversight; education finance governance |
| Robert M. La Follette School of Public Policy (UW–Madison) | Board of Visitors; Chair | Since 2020; Chair since 2023 | School oversight and strategy |
| Roche Diagnostics | Consultant (overseas business) | 2022–2024; ongoing occasional advice | Advisory; no AWR RPTs disclosed |
| Various non-profits | Audit/Finance committees | Since 1995 (various) | Governance and financial oversight |
Board Governance
- Committee assignments: Compensation Committee (member) and ASUS Committee (member); partial 2024 service on Nominating & Governance Committee through May 21, 2024 .
- Independence: Board affirmatively determined Ervin is independent under NYSE standards; all standing committee members were independent in 2024 .
- Attendance and engagement: 2024 attendance was 100% at all Board meetings (6 meetings) and 100% at all committee meetings for members; committees met 6 (Audit & Finance), 4 (N&G), and 7 (Compensation) times .
- Board structure signals: Independent Chair; regular executive sessions (five in 2024); no “overboarding” concerns; independent committee chairs and members (except ASUS committee noted separately) .
- Compensation committee quality: Uses independent consultant (Pearl Meyer) after formal independence assessment; no interlocks/insider participation; no material relationships; no consulting fees to members beyond director compensation .
- Shareholder feedback: Say-on-Pay support ~95% in 2024, with no adverse shareholder feedback disclosed .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid in quarterly installments |
| Committee fees – Compensation (member) | $7,500 | Annual retainer |
| Committee fees – Nominating & Governance (member) | $2,130 | Partial-year retainer (Jan 1–May 21, 2024) |
| Committee fees – ASUS (member) | $4,289 | Partial-year retainer (May 21–Dec 31, 2024) |
| All other compensation | $97 | Accident insurance and spouse travel/meals allocation |
| Total cash fees earned | $138,919 | Sum of cash items above |
| Stock awards (RSUs) | $40,000 | Grant-date fair value under ASC 718 |
| Total 2024 director compensation | $179,016 | Cash + RSUs + other |
Performance Compensation
| Equity Vehicle | Grant Basis | Vesting | Dividend Equivalents | Performance Linkage |
|---|---|---|---|---|
| RSUs (Directors) | Granted on the date of the 2024 annual meeting; number set by dividing board-established $ value by prior day’s closing price | RSUs vest 90 days after grant date | Credited until vesting, paid only upon vest | None; director equity is time-based (no options/performance shares for directors) |
AWR does not use options or performance-conditioned equity for non-employee directors; director equity is time-based RSUs that vest after 90 days .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlocks/Conflicts Assessment |
|---|---|---|---|
| Ascendium Education Group | Non-profit/for-profit student loan organization | Director; Audit Committee | No AWR related-party transactions disclosed; independence affirmed |
| La Follette School of Public Policy (UW–Madison) | Academic | Board of Visitors; Chair | Academic governance; no AWR conflicts disclosed |
| Roche Diagnostics | Corporate | Consultant (2022–2024; occasional ongoing advice) | No AWR related-party transactions; company states no director transactions/indebtedness since Jan 1, 2024 |
- Board notes “limited public company directorships” and no overboarding concerns among directors, supporting effective engagement .
Expertise & Qualifications
- Leadership in government contracting and international development (Blumont, LMI, AfDB), public-sector finance (Wisconsin Revenue), audit/finance exposure, and information technology; listed as key skills for his AWR director profile .
- Degrees: B.S. (Tulane), MBA (UW–Madison) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 28, 2025) | % of Class | Ownership Guidelines Compliance |
|---|---|---|---|
| Roger M. Ervin | 969 | <1% | Not yet at 3× annual retainer; prohibited from selling RSU-acquired shares until guideline met |
- Director stock ownership guideline: 3× annual board retainer; the company reports Ervin (along with Davis, Hopkins, Winn) has not yet met the threshold and thus cannot sell shares acquired from RSU vesting until compliance .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging; all officers/directors/nominees represented no hedging/pledging since adoption of policy .
Governance Assessment
- Independence and attendance: Strong—independent under NYSE rules and 100% attendance at board and committee meetings in 2024, signaling high engagement .
- Committee roles: Active on Compensation and ASUS committees; Compensation Committee demonstrates robust practices (independent consultant, no interlocks, no member-related fees), which strengthens pay governance .
- Ownership alignment: Current beneficial ownership of 969 shares is below the 3× retainer guideline; however, policy restricts sales of RSU-acquired shares until compliance, which supports future alignment—note as a watch item rather than a red flag given tenure since 2023 .
- Conflicts/related party exposure: Company reports no director/EO indebtedness, transactions, or proposed transactions since Jan 1, 2024; code of conduct and approval procedures in place; anti-hedging/pledging policies further reduce risk .
- Shareholder signals: Strong Say-on-Pay support (~95% in 2024) suggests investor confidence in compensation oversight where Ervin is a committee member .
- Overall: Governance posture is solid—independent status, full attendance, strong committee frameworks, and explicit ownership/insider policies. The primary monitoring item is time-to-compliance with director ownership guidelines to reinforce long-term alignment .