Shannon Dean
Senior Vice President, Customer Service & Chief Sustainability Officer at 
CALIFORNIA WATER SERVICE
CALIFORNIA WATER SERVICEExecutive
About Shannon Dean
Shannon C. Dean is Senior Vice President, Customer Service & Chief Sustainability Officer at California Water Service Group (CWT), promoted effective January 1, 2024 . She was not a Named Executive Officer (NEO) in 2022 or 2023, but her long tenure is evidenced by 31.61 years of credited service under the Pension Plan and the maximum 15 years under the SERP, with present values of $2,327,273 and $894,289, respectively . As an SVP, she drives climate-related efforts with executive-level oversight through ESG governance structures . Her 2024 compensation was pay-for-performance oriented, with a company-wide short-term performance payout of 178% and her earned short-term at-risk compensation of $237,524; long-term equity is split between performance-based RSUs and time-based RSAs with explicit vesting schedules and performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Water Service Group | Senior Vice President, Customer Service & Chief Sustainability Officer | 2024–present | Drives climate-related efforts via ESG governance; embeds climate in compensation design and enterprise risk oversight |
External Roles
(No disclosures found in the latest proxy filings; skip.)
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annualized Base Salary ($) | 303,200 | 333,600 |
| Salary Paid ($) | — (not an NEO) | 333,026 |
| Perquisites (included in “All Other Compensation”) | — (not an NEO) | Vehicle use $7,347; Supplemental medical $11,472; 401(k) match $20,700 |
Performance Compensation
Short-Term (Annual At-Risk Performance Program - ARP)
| Metric | Weight | Achievement | Contribution to Payout |
|---|---|---|---|
| Water Quality and Public Health | 20% | 200% | 40% |
| Customer Service and Support | 20% | 175% | 35% |
| Infrastructure Improvement and Utility Plant Investment | 20% | 200% | 40% |
| Budget to Actual Performance (EPS) | 20% | 200% (affected by interim rate relief) | 40% |
| Emergency Preparedness and Safety | 20% | 115% | 23% |
| Final 2024 Achievement | — | — | 178% |
| Dean ARP Terms | Threshold ($) | Target ($) | Maximum ($) | 2024 Earned ($) | Payout Timing |
|---|---|---|---|---|---|
| Non-Equity Short-Term Incentive | 48,038 | 133,440 | 266,880 | 237,524 | Paid after Committee certification |
Notes:
- CPUC delays in adopting the 2021 General Rate Case caused interim rate relief to be recognized in 2024, impacting EPS metric achievement; no payout occurred in 2023 for the EPS metric due to the delay .
Long-Term (Performance-Based RSUs and Time-Based RSAs)
Design and target values for 2024 long-term equity:
- Senior Vice Presidents: Target ARP-LT Total Value $215,000 ($140,000 RSUs; $75,000 RSAs) .
- RSUs vest 0%–200% based on three-year performance criteria; RSAs vest over three years (one-third year one, then quarterly for 24 months) .
| Dean Long-Term Grants (2024) | RSA Grant Date Fair Value ($) | RSU Fair Value at Target ($) | RSU Fair Value at Max ($) |
|---|---|---|---|
| 2024 Awards | 80,186 | 149,654 | 299,308 |
| Dean Outstanding Equity (as of 12/31/2024) | Unvested RSAs (#) | Market Value ($) | Unearned RSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 2022 Grant (footnote 2) | 106 | 4,805 (at $45.33) | 1,619 | 73,389 (at $45.33) |
| 2023 Grant (footnote 3) | 525 | 23,798 (at $45.33) | 1,955 | 88,620 (at $45.33) |
| 2024 Grant (footnote 5) | 1,616 | 73,253 (at $45.33) | 3,016 | 136,715 (at $45.33) |
Vesting schedules:
- 2022 grants: RSAs granted 3/1/2022; 33.3% vested 3/1/2023; remainder vest ratably over 24 months; RSUs (performance period 2022–2024) vest 3/1/2025 .
- 2023 grants: RSAs granted 3/7/2023 or 6/1/2023; 33.3% vested 3/7/2024; remainder vest ratably over 24 months; RSUs (performance periods 2024–2026) vest 3/7/2026 .
- 2024 grants: RSAs granted 6/5/2024; 33.3% vest 3/5/2025; remainder vest quarterly over 24 months; RSUs (performance periods 2024–2026) vest 3/5/2027 .
Performance achievement (prior cycle, RSUs 2022–2024):
- Weightings: ROE 40%; Growth in Stockholders’ Equity 40%; ESG 20% .
- Final payout: 112% .
- Dean performance stock earned: $1,814 (vested after the period, on 3/1/2025) .
Stock vested in 2024:
- Shares acquired on vesting: 3,544; value realized: $165,242 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 22,525 shares (as of 4/16/2025) |
| Ownership % Context | All directors and executives as a group owned ~1.0% of outstanding shares; no one director or executive >1.0% |
| Stock Ownership Guidelines | SVPs must hold 1.5x annual base salary; officers must retain 50% of net-after-tax award shares until compliant; all officers are in compliance |
| Hedging/Pledging | Prohibited for directors and officers (options, derivatives, and pledging) |
| Equity Grant Practices | Mix of RSUs (performance) and RSAs (time); historically no stock options |
| Deferred Compensation | 2024 contribution $20,000; aggregate balance $726,128 |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreements | None; officers participate in Executive Severance Plan |
| Clawback Policy | Executive compensation recovery policy aligned with NYSE Rule 10D-1 |
| Change-in-Control | No single-trigger benefits; severance requires qualifying termination following a change-in-control; equity plan does not require single-trigger acceleration |
| Anti-Hedging/Anti-Pledging | Hedging and pledging of company stock prohibited |
Severance economics (illustrative values for Ms. Dean):
| Scenario | Cash Severance ($) | ARP at Target ($) | RSUs ($) | RSAs ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination w/o Change-in-Control | 51,323 | 133,440 | — | — | 49,557 | 234,320 |
| Retirement | 51,323 | 133,440 | 178,102 | — | 49,557 | 412,422 |
| Change-in-Control + Qualifying Termination | 1,052,123 | 133,440 | 298,725 | 101,857 | 49,557 | 1,635,702 |
Investment Implications
- Compensation alignment: Program emphasizes pay-for-performance with 65%+ of SVP long-term equity in at-risk RSUs and a company-wide short-term payout strictly tied to operational objectives; 2024 ARP payout was 178%, with Ms. Dean earning $237,524, indicating strong operational execution in regulated metrics such as water quality, customer service, infrastructure investment, EPS budgeting, and safety .
- Ownership and trading risk: Hedging and pledging are prohibited, and officers must retain 50% of net-after-tax shares until meeting ownership guidelines; Ms. Dean is in compliance, reducing alignment risks and likely limiting discretionary share disposals from equity vesting .
- Vesting calendar and potential selling pressure: RSAs vest one-third each March (2025/2026/2027) and quarterly thereafter; RSUs from 2022–2024 vested 3/1/2025 and 2024–2026 RSUs vest 3/5/2027. Monitor trading windows around these dates for tax withholding-related transactions and potential supply effects .
- Retention dynamics: Significant pension/SERP present values ($2.33M and $0.89M) and change-in-control severance of $1.64M suggest low near-term voluntary departure risk and strong retention incentives, especially given long credited service and maximum SERP accruals .
- Regulatory sensitivity: The ARP’s EPS component was influenced by CPUC timing (interim rate relief), underscoring that executive payouts can be affected by regulatory schedules; future rate case timing and authorized ROE outcomes may shape RSU achievement and ARP payouts .