Michelle Mortensen
CALIFORNIA WATER SERVICEAbout Michelle Mortensen
Michelle R. Mortensen is Vice President, Corporate Secretary, and Chief of Staff at California Water Service Group (CWT), responsible for internal audit, stock administration, governance support to the Board, corporate secretary duties, and CEO office projects . She has been with the company since 2008 and holds a Bachelor of Science in commerce/finance from Santa Clara University . During her tenure, the company delivered record 2024 performance: total operating revenue of $1.04 billion, EPS 53% above budget, net income of $190.8 million, and at-risk incentive achievements of 178% for short-term and 112% for long-term RSUs, despite TSR below the peer median for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Water Service Group | Vice President, Corporate Secretary & Chief of Staff | 2022–present | Consolidated CEO office responsibilities; oversees internal audit, stock administration, corporate secretary function . |
| California Water Service Group | Vice President, Corporate Secretary | 2021–2021 | Expanded scope to internal audit and stock administration; governance support to Board . |
| California Water Service Group | Corporate Secretary | 2015–2020 | Corporate governance, stockholder plan administration, board processes . |
| California Water Service Group | Assistant Corporate Secretary | 2014 | Corporate governance support and documentation . |
| California Water Service Group | Treasury Manager | 2012–2013 | Treasury operations supporting finance and capital allocation . |
| California Water Service Group | Assistant to the CFO | 2011 | Finance support and special projects . |
| California Water Service Group | Regulatory Accounting Manager | 2008–2010 | Regulatory accounting and compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Laboratories | Accounting/Finance roles | 1998–2004 | Blue-chip process discipline and controls experience . |
| Symantec | Accounting roles | 1998–2001 | Exposure to technology-sector finance operations . |
| Hitachi Global Storage | Accounting roles | 2005 | Manufacturing/tech finance operations . |
| Piller Data Systems | Accounting positions | 2006–2007 | Systems/enterprise tech finance exposure . |
Fixed Compensation
CWT does not disclose individual compensation for Mortensen (not an NEO), but the officer program provides clear targets by level.
| Element | Vice President Level (applies to Mortensen’s role) | Source |
|---|---|---|
| Base Salary | Fixed; reviewed annually; targeted within ±20% of market median based on role, performance, and tenure | . |
| Target Short-Term At-Risk (ARP) | 35% of base salary; payout range 0–200% based on performance | . |
| Target Long-Term At-Risk Equity (ARP‑LT) | $190,000 total target value ($115,000 RSUs; $75,000 RSAs) | . |
| Long-Term Equity Mix | 61% RSUs (performance-based), 39% RSAs (time-based) for vice presidents; three-year performance period | . |
| Perquisites | Limited; company vehicle with liability insurance only | . |
| SERP/Deferred Comp eligibility | Eligible programs for executives; specific amounts not disclosed for non-NEOs | . |
Performance Compensation
2024 annual and long-term incentive structures and outcomes apply to all officers, including vice presidents.
| Metric | Weight | Target | Actual Achievement | Payout Contribution | Source |
|---|---|---|---|---|---|
| Water Quality & Public Health | 20% | Threshold/Target/Max per compliance KPIs | 200% | 40% | . |
| Customer Service & Support | 20% | SLA/CSAT and service metrics | 175% | 35% | . |
| Infrastructure Investment (Company‑funded capex) | 20% | Target $360M; Max $400M; Threshold $330M | Company‑funded spend measured at $451M basis for metric; achieved 200% | 40% | . |
| Budget‑to‑Actual Performance (EPS) | 20% | Budget EPS; 100% at ±2.5% vs budget; 200% over +10% | 53% above budget; achieved 200% | 40% | . |
| Emergency Preparedness & Safety | 20% | Safety & readiness metrics | 115% | 23% | . |
| Final 2024 ARP Payout | — | — | — | 178% of target | . |
| Long‑Term Performance RSUs (2022–2024 cycle) | — | ESG, shareholder value, EPS goals over 3 years | 112% payout | — | . |
Notes:
- 2024 operating revenue of $1.04B, EPS +53% vs budget, and record net income of $190.8M underpinned payout outcomes .
- 2023 EPS metric paid 0% due to CPUC timing; 2024 recorded $87.5M revenue retroactive to 2023 following the March 7, 2024 GRC decision .
Equity Ownership & Alignment
| Policy/Status | Details | Source |
|---|---|---|
| Stock Ownership Guideline | Vice Presidents must directly own CWT stock equal to 1.5x annual base salary; officers must retain 50% of net after‑tax shares from awards until compliant | . |
| Hedging/Pledging | Prohibited for directors and officers (no options trading, derivatives, shorting; no pledging CWT stock) | . |
| Clawback | Executive compensation recovery policy aligned with NYSE Rule 10D‑1 for restatements | . |
| Option Grants | Historically not granted; long‑term equity comprises RSUs (performance) and RSAs (time‑based) | . |
| Beneficial Ownership | Company disclosure lists directors/NEOs; executives as a group owned ~1.0% of shares as of April 16, 2025; Mortensen is not individually listed (not a director/NEO) | . |
Insider activity and vesting pressure:
- Mortensen filed multiple Form 4s indicating routine transactions, including shares withheld to satisfy tax obligations upon vesting (e.g., filings on 2025‑09‑09 and 2025‑03‑11) .
- A Dec 10, 2024 Form 4 was filed; details indicate normal-course insider transactions around vesting and plan participation .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment Agreements | None; officers are not party to individual employment or severance agreements | . |
| Change‑in‑Control | Double‑trigger; if terminated without good cause or resigns for good reason within 24 months of a change‑in‑control, cash severance equals 3x base salary (greater of change‑in‑control date or termination date), paid in three annual installments | . |
| Tax Gross‑Up | Excise tax gross‑up under IRC §4999 provided under the Executive Severance Plan (legacy provision unchanged since 1998) | . |
| Conditions | Severance requires execution of release; forfeiture upon violation of non‑solicitation and confidentiality provisions | . |
| Non‑Compete | Not specifically disclosed; non‑solicit and confidentiality provisions apply | . |
Performance & Track Record (Company context during Mortensen’s tenure)
| Metric | 2024 Outcome | Notes/Context | Source |
|---|---|---|---|
| Cumulative TSR (PvP table value of $100) | $97.46 | Company TSR trailed peer group in 2024; peer TSR $92.93 | . |
| Net Income | $190.8M | Record performance year | . |
| EPS vs Budget | +53% | Driven by CPUC GRC decision and execution | . |
| Operating Revenue | $1.04B | Reported in proxy narrative | . |
| Short‑Term ARP Payout | 178% | Across officer team | . |
| Long‑Term RSU Payout (2022–2024) | 112% | Three-year performance cycle | . |
| Say‑on‑Pay | 96% approval in 2024; 96% (2023), 92% (2022), 93% (2021), 92% (2020) | Strong stockholder support for pay program | . |
Compensation Structure Features and Peer Benchmarking
- Independent compensation consultant (Meridian) advises the committee; peer group focused on regulated utilities with similar size and business models .
- 2024 proxy peer group includes Allete, American States Water, Avista, Black Hills, Chesapeake Utilities, Essential Utilities, IDACORP, MGE Energy, Northwest Natural, NorthWestern, Otter Tail, PNM Resources, SJW Group, Unitil .
- Officer compensation emphasizes at‑risk pay with defined safeguards: ownership requirements, clawback, capped payouts, and prohibited hedging/pledging .
Governance and Related Parties
- Mortensen serves as Corporate Secretary, signing and authoring the Annual Meeting notice and proxy materials—reflecting central governance responsibilities .
- No related person transactions since the beginning of 2024 under SEC standards .
Investment Implications
- Alignment: Vice President-level incentives tie 48–60%+ of total direct comp to performance via annual ARP and three‑year RSUs, with ownership requirements (1.5x salary), clawback, and anti‑hedging/pledging policies strengthening alignment and reducing agency risk .
- Retention risk: The Executive Severance Plan’s 3x base salary (double‑trigger) and legacy excise tax gross‑up dampen departure incentives in a change‑in‑control, supporting continuity in governance operations led by Mortensen .
- Trading signals: Recent Form 4s indicate routine administrative transactions (tax‑withholding on vesting) rather than discretionary selling; no pledging is permitted, reducing forced‑sale risk from collateralization .
- Pay‑for‑performance credibility: 2024 payout outcomes were supported by record fundamentals and EPS execution amid regulatory timing, enhancing confidence in incentive integrity and execution quality; strong multi‑year Say‑on‑Pay approvals (>90%) corroborate investor acceptance .