Scott Morris
CALIFORNIA WATER SERVICEAbout Scott L. Morris
Scott L. Morris (age 67) is Lead Independent Director of California Water Service Group (CWT), serving on the Board since 2019; his current term expires in 2025 and he is classified as independent under NYSE and Board standards . He is Chairman (2008–present) and former CEO (2008–2019) of Avista Corporation, with a career spanning the utility industry since 1981; he holds a master’s degree in organizational leadership from Gonzaga University and completed programs at Stanford Business School (Financial Management) and the Kidder Peabody School of Financial Management . His tenure on CWT’s Board is six years as of the 2025 proxy’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avista Corporation | Chairman | 2008–present | Senior leadership and strategic oversight at publicly traded electric and gas utility |
| Avista Corporation | Chief Executive Officer | 2008–2019 | Executive leadership and operations management |
| Avista Corporation | President | 2008–2018 | Executive leadership |
| Avista Corporation | President & COO | 2006–2007 | Operations leadership |
| Avista Corporation | Various management roles (construction, customer service, Oregon utility business) | 1981–2006 | Utility operations and customer service management |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Avista Corporation | Chairman; Director | Current | Public company board; potential industry adjacency, no related-party transactions disclosed by CWT |
| Iron Horse Acquisitions | Director | Current | Public company board (SPAC/blank check per name, not characterized in proxy); counted among Morris’s “Other Public Company Boards: 2” |
| McKinstry Co., LLC | Board Member | Current | Private company board |
| Iron Horse Capital | Board Member | Current | Private organization board |
| Gonzaga University | Trustee Emeritus | Current | Non-profit academic role |
| Idaho Chapter of The Nature Conservancy | Board Member | Current | Non-profit environmental organization |
Board Governance
- Roles and committees: Lead Independent Director; Chair, Nominating/Corporate Governance Committee; Member, Organization and Compensation Committee .
- Independence and leadership: 10 of 11 director nominees are independent; all Board committees are independent; mandatory retirement age 75; Morris has served as Lead Independent Director since 2023 with defined responsibilities (executive session leadership, agenda input, liaison to independent directors, investor engagement) .
- Attendance and engagement: In 2024, the Board held 10 meetings and committees held 16 meetings; all directors attended at least 75% (average 96%). All nominees attended the 2024 annual meeting. The Board and committees met in executive session 20 times in 2024 .
- Say-on-pay signal: 2024 Say-on-Pay received 96% of votes cast, indicating strong shareholder support for compensation governance .
Fixed Compensation
| Component | FY 2024 |
|---|---|
| Annual Base Retainer (Director) | $118,000 |
| Lead Independent Director Retainer | $40,000 |
| Committee Chair Retainer (Nominating/Corporate Governance) | $15,000 |
| Cash Fees Earned (Total) | $173,000 |
| Meeting Fees | Not disclosed (none listed) |
| Director Compensation (Summary) | FY 2024 |
|---|---|
| Stock Awards (grant-date fair value under ASC 718) | $123,455 |
| Total Compensation | $296,455 |
Notes:
- Non-employee directors each received an annual restricted stock (RSA) grant valued at $115,500; grants were made June 5, 2024 and fully vested March 5, 2025 .
Performance Compensation
| Metric/Instrument | FY 2024 |
|---|---|
| Performance-contingent awards (PSUs/options) | Not disclosed for directors; annual equity is time-based RSAs only |
| Director-specific performance metrics | None disclosed; executive performance metrics exist, but do not apply to director pay |
Vesting schedule for director equity:
- 2024 RSA grant date: June 5, 2024; vesting: March 5, 2025; plan retainer value: $115,500; accounting fair value shown in table: $123,455 .
Other Directorships & Interlocks
| Company | Relationship to CWT | Interlock/Related-Party Exposure |
|---|---|---|
| Avista Corporation (Public) | No disclosed transactions or interlocks involving CWT executives/comp committee; Morris independent | Organization & Compensation Committee reported no interlocks or related-person transactions requiring disclosure; none since start of 2024 per related-party policy |
| Iron Horse Acquisitions (Public) | No disclosed transactions with CWT | No interlock/related party issues disclosed |
Governance safeguards:
- Overboarding policy limits directors to four public company boards (including CWT); Morris serves on CWT + two public boards (3 total), within policy .
Expertise & Qualifications
- Utility industry and capital allocation expertise; senior leadership; public company board experience; human capital management; sustainability/government/public policy; cybersecurity; and industry knowledge as recognized in his skills profile .
Equity Ownership
| Ownership Detail | As of Dec 31, 2024 (older) | As of Apr 16, 2025 (newer) |
|---|---|---|
| RSAs held (aggregate at year-end) | 9,606 RSAs | RSAs vested Mar 5, 2025 (from 2024 grant) |
| Common Stock Beneficially Owned | — | 12,328 shares; less than 1.0% of outstanding shares (no single director >1%) |
Alignment policies:
- Stock ownership guidelines apply to non-employee directors; compliance overseen by the Organization & Compensation Committee (no individual compliance status disclosed) .
- Hedging and pledging of CWT stock are prohibited for directors and executives, reducing misalignment and collateral risk .
Governance Assessment
- Board effectiveness: Morris’s Lead Independent role and chairing of Nominating/Corporate Governance, combined with frequent executive sessions (20 in 2024), supports independent oversight of strategy, risk, and governance. Attendance and Say-on-Pay results indicate high engagement and investor confidence .
- Independence and conflicts: The proxy reports no related person transactions since 2024 and no compensation committee interlocks; independence standards are robust and annually assessed, with strict thresholds and a formal review process .
- Compensation alignment: Director pay is balanced between cash retainers and time-based equity, with clear, modest chair and lead director premiums; absence of options or performance-contingent director awards reduces risk of short-termism in board oversight .
- Risk indicators and red flags: No pledging/hedging allowed; overboarding within policy; no disclosed related-party transactions; mandatory retirement age supports refreshment; overall signals are positive for governance quality and investor alignment .
Overall, Scott L. Morris presents strong utility-sector expertise and independent leadership at CWT with clear governance safeguards, high engagement, and no disclosed conflicts—supportive of board effectiveness and investor confidence .