Thomas A. Eichelberger
AMERICAN STATES WATERAbout Thomas A. Eichelberger
Independent director of American States Water Company (AWR), age 65, serving since 2023. Career audit partner for 37+ years in the power and utilities industry (Deloitte & Touche LLP; earlier Arthur Andersen), designated “audit committee financial expert.” Education: B.S. (University of Notre Dame) and M.S. in Management (accounting concentration, Georgia Institute of Technology); CPA in Florida and Georgia; member of AICPA and state CPA societies . He is independent under NYSE standards and has no disclosed related-party transactions with AWR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner, Power & Utilities | Retired May 2022; prior service since 2002 | Lead client service partner for large rate-regulated utility holding companies; oversight across electric, gas, water; experience with non-regulated affiliates (wind/solar) |
| Arthur Andersen LLP | Audit roles | Pre-2002 | Public accounting in utilities; foundational audit experience |
| Volunteer Income Tax Assistance Program | Volunteer | Various years | Community financial literacy and tax assistance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashford Dunwoody YMCA | Board of Directors | Prior service (dates not specified) | Community service governance |
| Food for Thought Outreach | Board of Directors | Prior service (dates not specified) | Community service governance |
No current public-company directorships disclosed; no interlocks with AWR competitors/suppliers/customers in proxy .
Board Governance
- Committee assignments: Audit and Finance Committee (member), ASUS Committee (member). Audit Committee chaired by Steven D. Davis; members Davis, Eichelberger, Caroline A. Winn; Holloway is ex-officio (non-voting) .
- Audit Committee financial expert: Board determined Eichelberger is an “audit committee financial expert” and independent under Rule 10A‑3 and NYSE rules .
- Independence: Board affirmed independence of Eichelberger and all committee members; only CEO Sprowls is non-independent .
- Attendance and engagement: Board met 6 times in 2024; committees met 6 (Audit), 4 (Nominating & Governance), 7 (Compensation). All directors and standing committee members had 100% meeting attendance in 2024 .
- Executive sessions: Board held five executive sessions in 2024, including non-management sessions; independent Chair (Anne M. Holloway) presides and is ex‑officio on all committees .
- Risk oversight: Audit & Finance oversees financial reporting/internal controls; ASUS Committee oversees contracted services risks; enterprise risk management reports flow quarterly to committee chairs and the ERM liaison and then to the board .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 141,000 | 40,000 | 5,006 | 186,006 |
Director fee components (2024):
- Annual board retainer: $125,000
- Committee retainers: Audit & Finance member $9,000; ASUS member $7,000
- Chair fees: None (not a chair)
- Insurance/perquisites: Blanket accident insurance allocation; limited spousal travel/meals reimbursement for regular meetings
Performance Compensation
- Equity structure: Directors receive annual restricted stock units (RSUs) under the 2023 Non‑Employee Directors Stock Plan; 2024 grant fair value $40,000; RSUs vest 90 days after grant and accrue dividend equivalents; no stock options; no performance‑based equity for directors .
- Outstanding director stock awards: As of Dec 31, 2024, only Holloway and Bontá had retirement stock units outstanding; no other non‑employee directors (including Eichelberger) had outstanding stock awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed for Eichelberger (non-profit boards listed) |
| Interlocks with AWR stakeholders | None disclosed; board confirms compliance with FERC interlocking rules |
Expertise & Qualifications
- Deep audit and financial reporting expertise in rate‑regulated utilities; CPA (FL, GA); recognized audit committee financial expert .
- Experience across electric, gas, water utilities and renewable affiliates (wind/solar); familiarity with internal control, SOX, and PCAOB standards .
- Professional memberships: AICPA, Georgia Society of CPAs, Florida Institute of Public Accountants .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline Compliance | Pledging/Hedging Status |
|---|---|---|---|---|
| Thomas A. Eichelberger | 7,009 | ~0.018% (7,009 ÷ 38,508,496) | Director guideline: 3× annual retainer; company states most directors met threshold; guideline bars sales until met | Company policy prohibits hedging/margin; pledging prohibited absent waiver; officers/directors represented no hedging/pledging since policy adoption |
Director stock ownership guidelines: minimum holding equal to 3× annual retainer; no sales of RSU‑acquired shares until guideline met; committee may suspend/adjust in limited circumstances .
Governance Assessment
- Board effectiveness: Strong indicators—100% attendance; independent chair; robust committee structure; quarterly ERM reporting; audit committee with two designated financial experts including Eichelberger .
- Alignment and incentives: Director pay mix standard for utilities (cash retainer + modest RSUs, no options); ownership guidelines reinforce alignment; anti‑hedging/anti‑pledging and clawbacks strengthen governance posture (clawbacks focused on executives) .
- Conflicts and related‑party exposure: No indebtedness or related‑party transactions with directors/officers; stringent code of conduct and board‑level approval for any potential conflicts; none reported for 2024 .
- Shareholder sentiment: Say‑on‑pay support ~95% in 2024 indicates constructive investor alignment around compensation governance (context for overall board oversight) .
Red Flags: None observed—no overboarding concerns, no related‑party transactions, no pledging/hedging, full attendance, and strong financial expertise on audit committee .