Lester Snow
About Lester A. Snow
Independent director at California Water Service Group; age 73; director since 2011. Snow is Chair of the Enterprise Risk Management, Safety, and Security Committee and serves on the Finance & Capital Investment and Organization & Compensation Committees. He brings 40+ years in water and natural resource management, with an MS in Water Resources Administration (University of Arizona) and a BS in Earth Sciences (Penn State). Independence status: Yes. No other public company boards.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| California Natural Resources Agency | Secretary | — | Public policy and regulatory expertise |
| California Department of Water Resources | Director | — | Operational and regulatory oversight in water mgmt. |
| U.S. Bureau of Reclamation | Regional Director | — | Federal water infrastructure/programs leadership |
| CALFED Bay-Delta Program | Executive Director | — | Multi-agency resource mgmt. coordination |
| San Diego County Water Authority | General Manager | — | Utility management and capital planning |
| California Water Foundation (Resources Legacy Fund initiative) | Executive Director | — | Water policy and funding initiatives |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Klamath River Renewal Corporation | Director | Listed as “Other Positions” in the proxy biography |
Board Governance
| Committee | Role | Meetings in 2024 | Executive Sessions in 2024 | Independence |
|---|---|---|---|---|
| Enterprise Risk Management, Safety, and Security | Chair | 3 | 3 | All members independent (NYSE) |
| Finance & Capital Investment | Member | 4 | 1 | All members independent (NYSE) |
| Organization & Compensation | Member | 3 | 3 | All members independent; meets SEC/NYSE compensation independence |
- Board/committee engagement: 10 Board meetings and 16 committee meetings held in 2024; all incumbent directors attended at least 75%, with average 96%. All director nominees attended the 2024 annual meeting.
- Board structure: All Board members independent except the CEO; mandatory director retirement age 75; regular executive sessions led by the Lead Independent Director.
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual base retainer (all non-employee directors) | $118,000 | |
| ERM, Safety & Security Committee Chair retainer | $15,000 | |
| 2024 cash fees – Lester A. Snow | $133,000 | |
| 2024 stock awards (grant-date fair value) – Lester A. Snow | $123,455 | |
| 2024 total director compensation – Lester A. Snow | $256,455 | |
| 2024 equity grant design | Restricted stock as annual Board retainer | |
| 2024 equity grant value/date/vesting | $115,500 granted June 5, 2024; fully vested March 5, 2025 |
- Directors may elect to defer cash compensation under the deferred compensation plan.
Performance Compensation
| Equity Instrument | Performance Metrics | Vesting | Options Use |
|---|---|---|---|
| Annual restricted stock award (RSA) for directors | None – time-based director retainer equity; no performance criteria disclosed for directors | 2024 awards fully vested on March 5, 2025 | Company historically has not granted stock options; 2024 director equity was RSAs (no options) |
The Company’s at-risk, performance-based equity (PSUs) applies to executives, not directors. Director equity is time-based restricted stock.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for Snow (Other Public Company Boards: “—”) |
| Overboarding policy | Directors limited to four public company boards (Group counts as one); all directors in compliance. |
| Related-party transactions | None since the beginning of 2024 under SEC standards. |
Expertise & Qualifications
- Water/natural resources domain expertise (40+ years), including senior leadership roles at state and federal water agencies and major water utilities.
- Skills matrix highlights: Senior Leadership; Human Capital Management; Sustainability/Government/Public Policy; Industry (water/utilities).
- Education: MS, University of Arizona (Water Resources Administration); BS, Pennsylvania State University (Earth Sciences).
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Common stock beneficially owned (as of April 16, 2025) | 27,615 shares – Lester A. Snow |
| RSAs outstanding at 12/31/2024 | 22,313 – Lester A. Snow |
| Ownership guidelines (directors) | 5× annual base retainer; must retain 75% of net after-tax shares from equity awards until compliant; all non-employee directors and officers are in compliance. |
| Hedging and pledging policy | Hedging and pledging of Group stock prohibited for directors and officers. |
Governance Assessment
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Board effectiveness and risk oversight: Snow chairs the ERM, Safety & Security Committee and sits on Finance & Capital Investment and Organization & Compensation—positions central to enterprise risk, capital allocation, and executive pay governance. All three committees are fully independent, and the O&C Committee meets SEC/NYSE independence standards.
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Engagement and accountability: Strong attendance culture (avg. 96% across directors) with regular executive sessions at both Board and committee levels; Snow’s committees (ERM and O&C) each held three executive sessions in 2024, supporting robust independent oversight.
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Alignment and incentives: Director pay mix emphasizes equity via time-based RSAs; Snow’s 2024 mix was $133k cash and $123.5k stock awards (total $256.5k). Stock ownership guidelines require 5× retainer and retention of 75% of net shares until compliant; all directors are in compliance. Hedging and pledging are prohibited.
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Conflicts and interlocks: No related-person transactions since 2024; Snow holds no other public company directorships, reducing interlock risk. Overboarding policy in place, with all directors compliant.
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Succession planning note: The Company has a mandatory retirement age of 75; at 73, Snow is approaching the policy threshold, implying foreseeable refresh planning considerations.
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RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, and no option repricing or director options usage reported.