Jeffrey Kightlinger
CALIFORNIA WATER SERVICEAbout Jeffrey Kightlinger
Independent director at California Water Service Group (CWT) since 2023; age 65. Kightlinger is Principal/Owner of Acequia Consulting (Colorado River, water and energy strategy) with prior leadership as CEO of the Metropolitan Water District of Southern California and Interim GM of Pasadena Water & Power. He serves on the Audit Committee and the Enterprise Risk Management, Safety, and Security Committee, and is designated an Audit Committee Financial Expert under SEC rules. Education: University of California, Berkeley (undergraduate) and Santa Clara University (JD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acequia Consulting, LLC | Principal & Owner | 2022–present | Strategic advice on Colorado River, natural resources, water/energy issues |
| City of Pasadena – Water & Power Dept. | Interim General Manager | 2021–2022 | Utility leadership and operations oversight |
| Metropolitan Water District of Southern California | Chief Executive Officer | 2006–2021 | Led largest U.S. municipal water supplier; complex water/environmental issue resolution |
| Metropolitan Water District of Southern California | General Counsel; Deputy/Assistant GC | 1995–2006 | Legal, regulatory, and policy leadership |
External Roles
| Organization | Role | Public/Private/Non-profit |
|---|---|---|
| Coro Foundation | Board Member | Non-profit |
| USC Price School of Public Policy | Board Member | Academic/Non-profit |
| UCLA Sustainability Advisory Board | Member | Academic/Advisory |
| Climate Action Reserve | Board Member | Non-profit |
| California Foundation on the Environment & the Economy | Board Member | Non-profit |
| Los Angeles Economic Development Council | Board Member | Non-profit |
| Los Angeles Area Chamber of Commerce | Board Member | Non-profit |
Board Governance
- Independence: The Board determined Kightlinger is independent under NYSE and Board standards; 10 of 11 nominees are independent .
- Committee assignments:
- Audit Committee (member); 4 meetings in 2024; all members independent; Kightlinger designated an “audit committee financial expert” .
- Enterprise Risk Management, Safety, and Security Committee (member); 3 meetings in 2024; all members independent .
- Attendance and engagement:
- 2024: 10 Board and 16 committee meetings; all incumbent directors attended at least 75%, with 96% average attendance .
- All director nominees (including Kightlinger) attended the 2024 Annual Meeting .
- Executive sessions: Committees and the Board hold regular independent executive sessions; 2024 counts shown by committee (e.g., Audit 4, ERM 3) .
- Stockholder responsiveness: Say‑on‑pay support 96% in 2024; ongoing investor engagement .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $118,000 | Standard for all non-employee directors |
| Committee chair fees | N/A | Only applies to chairs; Kightlinger is not a chair |
| Lead Independent Director retainer | N/A | Applies to Lead Director only |
| Meeting fees | None disclosed | Not listed; compensation structured as retainers + equity |
| Cash actually paid (Kightlinger) | $118,000 | 2024 cash line item for Kightlinger |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock award (RSA) | Jun 5, 2024 | $115,500 (standard award) | Fully vested Mar 5, 2025 | Directors may elect to defer cash comp; equity grants follow director plan |
| Stock awards recognized (Kightlinger) | 2024 (proxy FASB value) | $123,455 | As per accounting | Amount reflects FASB ASC 718 grant-date fair value |
No performance metrics apply to director equity grants (time-based restricted stock). Clawback policy applies to incentive-based executive compensation; not specified for directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (CWT proxy shows “—” for Kightlinger) |
| Committee interlocks | None disclosed; Compensation Committee interlocks section reports no interlocks among its members (Kightlinger is not on that committee) |
Expertise & Qualifications
- Water supply, natural resource management, and sustainability expertise; extensive experience resolving complex water and environmental issues .
- Audit Committee Financial Expert; financial sophistication under NYSE/SEC standards .
- Skills matrix coverage includes leadership, human capital, public policy/sustainability, cybersecurity, financial/capital allocation, and utility industry experience (as reflected in the director skills summaries) .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Common stock beneficially owned (Kightlinger) | 5,517 shares | As of Apr 16, 2025 |
| RSAs held (EOY 2024) | 2,869 | Aggregate RSAs as of Dec 31, 2024 |
| Ownership guidelines | 5x annual base retainer for non-employee directors; retain 75% of net after-tax shares until met | All directors in compliance |
| Hedging/Pledging | Prohibited (no hedging or pledging of CWT stock) | Policy applies to directors and officers |
| Directors/executives as a group | ~1.0% of outstanding shares | As of Apr 16, 2025 |
Governance Assessment
-
Positives
- Independent director on key oversight committees (Audit; ERM/Safety/Security); adds sector-specific water policy expertise while also meeting Audit “financial expert” criteria — supports robust risk and financial oversight .
- Strong ownership alignment: equity retainer in stock; stringent ownership guidelines with holding requirements; anti-hedging/pledging policies reduce misalignment risks .
- Engagement: Board-wide attendance strong; all nominees attended 2024 Annual Meeting; regular executive sessions at Board and committee levels .
- Conflicts: No related-person transactions since the beginning of 2024; Board independence standards and annual questionnaires in place .
- Overboarding compliance affirmed; director compensation set with independent advisor input (Meridian) .
-
Watch items
- As Principal of a consulting firm focused on water/energy policy, continued monitoring of potential related‑party transactions is appropriate; none disclosed for 2024+ .
- No public company interlocks; maintain oversight as committee compositions evolve .
Committee Snapshot (Kightlinger)
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 4 | Financial reporting/internal controls, cybersecurity, supplier risk; auditor oversight |
| Enterprise Risk Management, Safety, and Security | Member | 3 | ERM framework, safety/security programs, emergency preparedness, emerging risks |
Director Compensation Detail (Kightlinger, 2024)
| Cash Fees | Stock Awards (FASB ASC 718) | Total |
|---|---|---|
| $118,000 | $123,455 | $241,455 |
| Source: CWT 2025 Proxy Director Compensation Table . |
Related-Party & Risk Indicators
- Related party transactions: None since the beginning of 2024 under SEC standards .
- Anti-hedging/pledging: Prohibited for directors and officers .
- Independence: Affirmed by Board; NYSE and Board standards .
- Say-on-pay signal: 96% support in 2024, indicating broad investor confidence in compensation governance .
Summary Implications
- Kightlinger strengthens board effectiveness in regulated-utility water policy, risk, and financial oversight while meeting independence and “financial expert” standards — supportive of investor confidence .
- Compensation and ownership structure align director incentives with long-term shareholders; no hedging/pledging; compliance with ownership guidelines; no related-party transactions disclosed — low governance conflict risk .