Charles Patton
CALIFORNIA WATER SERVICEAbout Charles R. Patton
Charles R. Patton, age 65, has served as an independent director of California Water Service Group (CWT) since 2023 and sits on the Audit and Finance & Capital Investment Committees. He brings senior leadership experience from American Electric Power (AEP), with deep expertise in regulatory affairs, customer service, federal public policy, sustainability, and utility operations; he holds a BA from Bowdoin College and an MPA from the LBJ School of Public Policy at the University of Texas at Austin . He is affirmatively determined independent under NYSE and CWT Board standards .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| American Electric Power Company, Inc. | Executive Vice President, External Affairs (focus on customer service, regulatory affairs, communications, federal public policy, sustainability, NERC compliance) | 2017–2022 | Senior leadership in regulated utility operations and regulatory/public policy oversight |
| AEP Texas; Appalachian Power (AEP subsidiaries) | President & COO | Not disclosed | Led utility operations; regulatory and customer engagement experience |
| United States Energy Association | Company Liaison | Not disclosed | Federal energy policy interface |
| Associations (Texas) | Chair, Association of Electric Companies of Texas; Chair, Texas Taxpayers and Research Association | Not disclosed | Policy leadership and advocacy in utility and tax policy |
| Federal Reserve Bank of Richmond | Board Member | Not disclosed | Regional economic policy exposure |
External Roles
| Organization | Type | Status | Notes |
|---|---|---|---|
| Ameresco, Inc. | Public company | Current Director | Energy efficiency/renewables; potential adjacent-sector insight for CWT |
| Centuri | Public company | Current Director | Utility infrastructure services; capital and operations perspective |
| Sterling Infrastructure, Inc. | Public company | Previous Director | Prior board experience |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit (member), Finance & Capital Investment (member) |
| Committee activity (2024) | Audit: 4 meetings; Finance & Capital Investment: 4 meetings |
| Independence | Board determined Mr. Patton is independent under NYSE and CWT standards |
| Attendance | In 2024, all incumbent directors attended ≥75% of Board/committee meetings; average 96% |
| Executive sessions | Independent directors held 20 executive sessions in 2024 (Board and committees) |
| Lead Independent structure | Independent Lead Director with defined responsibilities; all committees composed entirely of independent directors |
| Overboarding policy | Max 4 public boards (including CWT); all directors in compliance |
| Annual meeting | All nominees attended 2024 Annual Meeting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee director) | $118,000 | Standard cash retainer |
| Committee chair retainers | Audit $25,000; Org & Comp $20,000; Nominating/CG $15,000; Finance & Risk $15,000; ERM/Safety/Security $15,000 | Only for chairs; Mr. Patton is not a chair |
| Lead Independent Director retainer | $40,000 | Not applicable to Mr. Patton |
| Mr. Patton – 2024 cash fees | $118,000 | Per director compensation table |
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles R. Patton | $118,000 | $123,455 | $241,455 |
Performance Compensation
| Equity Component | Grant Value | Grant Date | Vesting |
|---|---|---|---|
| Annual restricted stock award (RSA) – all non-employee directors | $115,500 | June 5, 2024 | Fully vested March 5, 2025 |
Company incentive outcomes (governance oversight context):
- Short-term at-risk plan payout for 2024: 178% of target .
- Long-term performance-based RSU payout for performance period 2022–2024: 112% of target .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Considerations |
|---|---|---|
| Ameresco, Inc. (current) | Energy efficiency/renewables | Monitor for any vendor relationships; CWT reports no related person transactions since start of 2024 |
| Centuri (current) | Utility infrastructure services | Overlaps with utility services; no related person transactions disclosed |
| Sterling Infrastructure, Inc. (previous) | Infrastructure | Prior affiliation; no current interlock |
Expertise & Qualifications
- Utility industry leadership; regulatory affairs; customer service; sustainability; finance/capital allocation; public policy .
- Education: BA (Bowdoin College); Master’s degree (LBJ School of Public Policy, University of Texas at Austin) .
- Skills mapped by CWT include senior leadership, public company board experience, human capital, sustainability/public policy, industry, and financial/capital allocation .
Equity Ownership
| Ownership Item | Value/Status |
|---|---|
| Common stock beneficially owned (as of April 16, 2025) | 6,215 shares |
| Aggregate RSAs held at year-end 2024 | 3,555 RSAs |
| Ownership guidelines (non-employee directors) | 5x annual base retainer; retain 75% of net after-tax shares until guideline met |
| Compliance with ownership guidelines | All non-employee directors in compliance |
| Hedging/pledging | Prohibited for directors and officers |
| Group aggregate beneficial ownership | Directors and executives: ~1.0% of outstanding shares; no individual >1.0% |
Governance Assessment
- Board effectiveness: Patton’s Audit and Finance Committee roles align with financial reporting, controls, cybersecurity, capital planning and rate recovery oversight—key areas for investor confidence in a regulated utility .
- Independence and alignment: Affirmed independent; director equity grants and stringent stock ownership guidelines (5x retainer) with compliance reported; hedging/pledging prohibited—strong alignment features .
- Engagement and attendance: 2024 attendance standards met across board (≥75%; avg 96%); robust cadence of executive sessions (20) strengthens independent oversight .
- Shareholder signals: 2024 Say-on-Pay approval of 96% indicates broad support for compensation governance; active investor outreach (~22% of outstanding shares engaged) .
- Conflicts and related-party exposure: No related person transactions since the beginning of 2024; overboarding limits in place and compliance affirmed; monitor for any future relationships with Ameresco or Centuri given sector adjacency, but no conflicts disclosed .
- RED FLAGS: None disclosed around related-party transactions, pledging/hedging, or attendance; watch items include multiple external board seats (two public boards in addition to CWT) and sector adjacency—ongoing monitoring recommended, particularly for supplier/customer relationships and time commitments .