Susan P. Miller
Vice President – Operations (American States Utility Services, Inc. and subsidiaries) at 
AMERICAN STATES WATER
AMERICAN STATES WATERExecutive
About Susan P. Miller
Susan P. Miller is Vice President – Operations of American States Utility Services, Inc. (ASUS) and its subsidiaries, serving in this role since June 2022; she previously served as Director of Operations at ASUS from January 2018 through May 2022 . Her age is 57 . Her annual cash incentive for 2025 is governed by AWR’s Short-Term Incentive Plan (STIP) for ASUS officers, which ties payouts to ASUS Adjusted EPS, direct operating and construction margins, expense optimization, safety, and SOX control effectiveness; her Target Aggregate Bonus is 33.20% of base salary . As an executive officer, she is subject to stock ownership guidelines (1x salary for vice presidents, five-year compliance window), a clawback policy effective October 2, 2023 for restatements, and anti-hedging/anti-pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American States Utility Services, Inc. and its subsidiaries | Director of Operations | Jan 2018 – May 2022 | Director of Operations of American States Utility Services, Inc. and its subsidiaries |
Fixed Compensation
- Target Aggregate Bonus for 2025 as a percentage of Base Salary: 33.20%
Performance Compensation
2025 STIP Performance Measures – ASUS Officers (applies to Miller)
| Metric | Payout % (Threshold) | Payout % (Target) | Payout % (Maximum) | Performance Target (Threshold) | Performance Target (Target) | Performance Target (Maximum) |
|---|---|---|---|---|---|---|
| Adjusted EPS – ASUS | 15.0% | 40.0% | 70.0% | 80% of Budget | 100% of Budget | 130% of Budget |
| Direct Operating Margin – ASUS | 7.0% | 12.5% | 22.0% | > Budget less 200 bps | > Budget | > Budget plus 200 bps |
| Direct Construction Margin – ASUS | 7.0% | 12.5% | 22.0% | > Budget less 200 bps | > Budget | > Budget plus 200 bps |
| Expense Optimization – ASUS | 4.0% | 6.0% | 10.0% | < 101% of Budget | < 99% of Budget | < 97% of Budget |
| Safety – Recordable Incident Rate – ASUS | 2.5% | 4.0% | 6.0% | ≤ 3.9 | ≤ 3.2 | ≤ 2.5 |
| SOX Deficiencies – ASUS | 2.0% | 5.0% | 5.0% | No MW, No SD & ≤ 1 CD | No MW, No SD & No CD | N/A |
Notes:
- Objective Bonus total payout percentages at threshold/target/maximum are 37.5% / 80.0% / 135.0% .
- Discretionary “Individual Performance Measure” payout percentages are 12.5% / 20.0% / 35.0% .
- Aggregate bonus payout percentages (Objective + Discretionary) are 50.0% / 100.0% / 170.0% .
- The plan permits defined adjustments to targets (e.g., accounting changes, CPUC actions, impairments, litigation) to preserve intended incentives .
- Long-term incentives for executive officers generally include performance shares tied to three-year objectives and time-based RSUs; at least 50% of long-term equity awards for executive officers are performance-based PSUs (CEO has 75% PSUs), with design emphasizing balanced, risk-mitigated metrics and capped upside versus peer practices .
Equity Ownership & Alignment
- Stock ownership guidelines for executive officers: CEO 5x salary; Senior Vice Presidents 1.5x; Vice Presidents 1x salary; five years to attain minimum ownership; guidelines considered satisfied once minimum met, regardless of subsequent market changes .
- Anti-hedging and anti-pledging policy: officers and directors prohibited from hedging transactions, holding in margin accounts, and pledging shares absent pre-approved waiver; officers and directors have represented no hedging or pledging since policy adoption .
- Executive compensation program balances shareholder/customer interests via a mix of internal and relative metrics; the compensation committee annually assesses risk and limits discretion (≤20% of annual incentive; CEO ≤5% of total direct compensation) .
Employment Terms
- No employment agreements for executive officers; no “single trigger” cash severance payments, equity awards paid solely due to change-in-control, or tax gross-ups; no repricing, repurchasing, or discounting of options .
- Clawback policy (effective October 2, 2023): recoupment of cash and equity performance-based compensation received in the prior three completed years when an accounting restatement occurs due to material noncompliance or error correction; recovery required unless impracticable under defined conditions .
Investment Implications
- Incentive alignment: Miller’s cash incentives are tightly linked to ASUS operational performance (Adjusted EPS, margins, expense discipline, safety, and control effectiveness), creating direct sensitivity to ASUS profitability and execution quality .
- Selling pressure mitigants: anti-hedging/anti-pledging rules and stock ownership guidelines requiring 1x salary for vice presidents reduce near-term selling and align holdings with performance over a five-year compliance horizon .
- Governance and risk controls: absence of employment agreements or single-trigger cash severance/tax gross-ups, plus a restatement-focused clawback, lowers shareholder risk from pay structures while maintaining performance orientation; maximum payouts historically have not been reached by NEOs, indicating rigor in targets .