Steven D. Davis
AMERICAN STATES WATERAbout Steven D. Davis
Independent Class I director at American States Water Company (AWR). Age 69; director since 2021; currently serves as Chair of the Audit and Finance Committee and as the Board’s enterprise risk management (ERM) liaison. Former Corporate Group President, Utilities at Sempra; prior roles at SDG&E and SoCalGas; B.S. in Business Administration (Accounting) from San Diego State University. Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra | Corporate Group President, Utilities | Jan 2017–Mar 2018 | Oversaw SDG&E, SoCalGas, and utilities in Chile/Peru; senior P&L oversight and risk management. |
| Sempra | EVP, External Affairs & Corporate Strategy | Sep 2015–Dec 2016 | Corporate strategy and stakeholder engagement leadership. |
| San Diego Gas & Electric (SDG&E) | President & Chief Operating Officer | 2014–Sep 2015 | Operations leadership; prior CFO and SVP roles; investor/community relations, customer service, distribution ops. |
| Southern California Gas (SoCalGas); SDG&E | Director | SoCalGas: Nov 2015–Mar 2018; SDG&E: 2011–Mar 2018 | Board-level oversight at regulated utilities. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams Industrial Services Group, Inc. | Director; Audit Committee member | Jun 2019–Sep 2023 | Financial oversight at industrial services company. |
| U.S. Chamber of Commerce | Board role | 2015–2018 | Industry advocacy and policy perspective. |
| Edison Electric Institute | Board role | 2015–2018 | Electric industry standards and best practices. |
| California Chamber of Commerce | Board role | 2012–2016 | State-level business policy insight. |
| Campanile Foundation (SDSU) | Board of Trustees | 2008–2014 | University foundation governance. |
Board Governance
- Committee assignments: Chair, Audit and Finance Committee; ERM liaison to the Board; previously served on Audit and Finance and Nominating & Governance committees during 2024 prior to becoming Audit Chair.
- Audit committee financial expert designation (board determined in 2024).
- Independence: Board determined Davis is independent under NYSE standards; all Audit, Nominating & Governance, and Compensation Committee members were independent.
- Attendance and engagement: Board met 6 times in 2024; all directors achieved 100% Board and committee meeting attendance. Executive sessions were held five times, including non-management sessions.
- Board structure: Independent, non-executive Chair (Anne M. Holloway) acts as presiding/lead director and ex-officio on all committees (no voting).
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $149,401 | Includes base retainer and committee/liaison retainers (see breakdown). |
| Equity (RSUs) | $40,000 | Granted on 2024 annual meeting date; valued as board-set amount divided by prior-day close. Vests 90 days post-grant; dividend equivalents accrue until vest. |
| All other comp | $97 | Accident insurance allocation and limited spouse travel reimbursement. |
| Total | $189,498 | Mix ~79% cash / ~21% equity. |
Breakdown of cash retainers (where specified):
- $5,000 ERM liaison (annual).
- $13,784 partial-year Audit & Finance Chair (May 21–Dec 31, 2024).
- $2,131 partial-year Nominating & Governance member (Jan 1–May 21, 2024).
- $3,486 partial-year Audit member (Jan 1–May 21, 2024).
Other director pay design:
- No incentive, deferred compensation, or pension plans for non-employee directors.
Performance Compensation (Director)
| Instrument | Grant mechanics | Vesting | Performance linkage |
|---|---|---|---|
| RSUs | Annual grant at the annual meeting; grant value set by Board; shares = value ÷ prior-day close | 90 days after grant; dividend equivalents accrue until vest | None (time-based only); no options or performance awards to directors in 2024. |
There are no performance-based equity awards or options in the director program; director compensation is predominantly fixed cash plus time-based RSUs.
Other Directorships & Interlocks
- Current public boards: None disclosed as current; prior public board at Williams Industrial Services Group ended in Sep 2023.
- Potential interlocks: Both Davis (former senior Sempra/SDG&E/SoCalGas executive) and AWR director Caroline A. Winn (current SDG&E CEO) have Sempra/SDG&E ties; Board affirms independence for both (no material relationships), and audit members did not exceed 3 public boards in 2024.
Expertise & Qualifications
- Designated audit committee financial expert; deep accounting/finance and public utility regulation expertise.
- 37+ years in public utility leadership (Sempra, SDG&E, SoCalGas); strategic operations, finance, stakeholder relations.
- Education: B.S. Business Administration (Accounting), San Diego State University.
Equity Ownership
| Holder | Shares Beneficially Owned (Mar 28, 2025) | % of Class | Notes |
|---|---|---|---|
| Steven D. Davis | 3,745 | <1% | Subject to director ownership guidelines restrictions until compliance. |
Ownership alignment and restrictions:
- Director stock ownership guideline: 3× annual cash retainer; non-employee directors cannot sell shares from RSU vest until guideline met. Davis (along with Ervin, Hopkins, Winn) had not yet met the 3× threshold as of 2024.
- Anti-hedging and anti-pledging: Officers/directors prohibited from hedging and pledging; representations indicate no hedging/pledging or margin accounts since adoption.
- Outstanding director stock awards at year-end 2024: None for Davis; only retirement stock units outstanding for Holloway and Bontá.
Governance Assessment
-
Strengths:
- Independent Audit Chair with audit committee financial expert designation; dual role as ERM liaison enhances risk oversight and information flow to the Board.
- 100% attendance; active committee service and transition to Audit Chair mid-2024 indicates engagement.
- Clear independence determination; no related-party transactions or indebtedness with directors/executives since Jan 1, 2024; robust conflict-review procedures.
- Strong governance policies (anti-hedging/pledging; clawback for executives; director ownership guidelines). Company’s 2024 say-on-pay approval ~95% supports investor confidence in pay governance.
-
Watch items / potential red flags:
- Ownership guideline not yet satisfied (3× retainer), restricting sale of vested RSU shares; monitor progress toward compliance to strengthen alignment.
- Background interlocks via Sempra/SDG&E ecosystem with another AWR director (Caroline Winn) could raise perceived network influence; mitigated by explicit independence findings and absence of related-party transactions.
-
Overall implication:
- Davis’ audit chairmanship and ERM liaison role are positives for board effectiveness and risk oversight in a regulated utility context. Lack of performance-based director pay is consistent with utility governance norms; continuing progress toward ownership guideline compliance would further align interests.