Patricia Wagner
CALIFORNIA WATER SERVICEAbout Patricia K. Wagner
Independent director with deep utility regulatory and capital allocation expertise. Age 62; director since 2019. Former Group President of U.S. Utilities at Sempra Energy, Chairman & CEO of SoCalGas, and President & CEO of Sempra U.S. Gas & Power. Education: MBA (Pepperdine) and BS Chemical Engineering (Cal Poly Pomona). Audit Committee financial expert designation. Independent under NYSE and Board standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy | Group President, U.S. Utilities | 2018–2019 | Led California regulated utilities; significant regulatory affairs exposure |
| SoCalGas | Chairman & Chief Executive Officer | 2017–2018 | Operational leadership at major natural gas utility; California PUC familiarity |
| Sempra U.S. Gas & Power | President & Chief Executive Officer | 2014–2016 | Gas and power infrastructure operations |
| Sempra/SoCalGas/SDG&E | Various leadership roles | Not disclosed | Senior leadership and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Enterprises | Director (current) | Not disclosed | Public company board governance |
| Primoris Services Corporation | Director (current) | Not disclosed | Public company board governance |
| SoCalGas | Director (previous) | Not disclosed | Prior public board experience |
Board Governance
- Current CWT committee assignments: Chair, Finance & Capital Investment; Member, Audit; Member, Organization & Compensation .
- Audit Committee financial expert; Audit Committee independence affirmed; committee met 4x in 2024 .
- Finance & Capital Investment Committee met 4x in 2024; chaired by Wagner .
- Organization & Compensation Committee met 3x in 2024; Wagner is a member; no interlocks or insider participation; all members independent .
- Board independence: 10 of 11 nominees independent; all committees composed of independent directors .
- Attendance and engagement: All directors attended the 2024 Annual Meeting; Board held 10 meetings; committees held 16; all incumbent directors attended ≥75%, average 96% .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual base retainer (Director) | $118,000 | Standard for all non-employee directors |
| Finance & Capital Investment Committee Chair retainer | $15,000 | Wagner is Chair |
| Audit/Org & Comp membership fees | $0 | Committee member fees not disclosed; chair fees only |
| Lead Independent Director retainer | N/A | Applies to lead director only |
| Fees earned (cash) | $133,000 | Reported for Wagner in 2024 |
Performance Compensation
| Equity Award | Grant Date | Grant Date Fair Value (Proxy Table) | Standard Annual RSA Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Board retainer) | June 5, 2024 | $123,455 | $115,500 | Fully vested March 5, 2025 |
CWT’s non-employee director equity grants are time-based restricted stock; no PSUs/options disclosed for directors; equity grants typically made in Q4 meeting cycle (timing policy detailed) .
Other Directorships & Interlocks
| Company | Current/Previous | Potential Interlocks |
|---|---|---|
| Apogee Enterprises | Current | None disclosed at CWT |
| Primoris Services Corporation | Current | None disclosed at CWT |
| SoCalGas | Previous | Prior board; no current CWT interlocks |
- Compensation Committee interlocks: None; no insider participation for Wagner’s committee; no material interests requiring disclosure .
Expertise & Qualifications
- California regulatory environment and CPUC expertise; senior leadership in investor-owned utilities .
- Financial sophistication and audit expertise; designated as audit committee financial expert .
- Capital investment oversight (committee chair), cybersecurity oversight via Audit, and ESG oversight via board structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSAs Held (12/31/2024) | Ownership Guidelines |
|---|---|---|---|---|
| Patricia K. Wagner | 12,333 | <1.0% (no single director >1.0%) | 9,603 | Directors must hold 5x annual base retainer; retain 75% of net after-tax shares until compliant; all directors in compliance |
- Hedging/pledging of Group stock prohibited for directors and officers .
- Ownership calculation includes personally owned, 401(k), ESPP; excludes unvested awards .
Governance Assessment
- Strengths: Independent director with audit financial expert designation; chairs capital allocation oversight; strong attendance; robust ownership alignment via 5x retainer guideline and retention requirements; anti-hedging/pledging; clawback policy; board and committees fully independent .
- Conflicts: None reported; related person transactions—none since beginning of 2024; overboarding policy limits ≤4 public company boards and Wagner is in compliance (CWT + Apogee + Primoris) .
- Shareholder signals: 96% Say-on-Pay support in 2024; active investor engagement program .
RED FLAGS
- None disclosed regarding related party transactions, hedging/pledging, or attendance shortfalls; committee interlocks absent .
Notes
- Director compensation structure: cash retainers plus time-based RSAs; no meeting fees disclosed; no options/tax gross-ups; equity award timing policies avoid MNPI windows .
- ESG and risk governance: Board and committees maintain formal oversight matrices across cybersecurity, capital investment, safety/security, and ESG reporting .