Shelly Esque
About Shelly M. Esque
Independent director of California Water Service Group (CWT) since 2018; age 64; former Vice President and Global Director of Corporate Affairs at Intel Corporation, with leadership across corporate social responsibility, education, media relations, and government/community affairs. Recognitions include Intel Foundation President & Chair; Greater Phoenix Chamber 2011 ATHENA Businesswoman of the Year; AZ Business Magazine “50 Most Influential Women in Arizona.” Committees: Nominating/Corporate Governance; Enterprise Risk Management, Safety, and Security .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Vice President & Global Director, Corporate Affairs | Until retirement in 2016 | Led CSR, community, education, foundation, and global government relations; enhanced Intel’s brand and citizenship |
| Intel Foundation | President & Chair | Not disclosed | Philanthropic leadership aligned with corporate citizenship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Basis Charter Schools | Board Member | Not disclosed | Education governance exposure |
| Boyce Thompson Arboretum | Board Member | Not disclosed | Environmental stewardship and community engagement |
Board Governance
- Independence: Board determined Shelly Esque is independent under NYSE listing standards and CWT’s Board standards .
- Committees: Member, Nominating/Corporate Governance Committee; Member, Enterprise Risk Management, Safety, and Security Committee .
- Attendance: In 2024, the Board held 10 meetings and committees held 16; all incumbent directors attended at least 75%, with average attendance of 96% across Board and applicable committees .
- Public company directorships: None disclosed for Esque (table shows “—”) .
- Governance practices context: Board has Lead Independent Director; all committees independent; regular executive sessions; mandatory director retirement at 75 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $118,000 | 2024 director compensation structure |
| Committee chair fees | N/A | Esque is not a committee chair |
| Lead Independent Director retainer | N/A | Not applicable to Esque |
| Cash fees actually earned (2024) | $118,000 | Esque’s reported fees |
Performance Compensation
| Element | Detail | Amount/Terms |
|---|---|---|
| Annual restricted stock award (RSA) – standard grant value | Equity retainer for non-employee directors | $115,500; granted June 5, 2024; fully vested March 5, 2025 |
| Esque’s reported stock award fair value (2024) | Grant date fair value per ASC 718 | $123,455 |
| Options | None | CWT historically does not grant stock options to directors |
| Performance metrics tied to director equity | None | Director equity grants are time-based RSAs; no performance hurdles disclosed |
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Other public company boards | None | Table shows “—” for Esque |
| Interlocks (competitive/supplier/customer overlaps) | None disclosed | Related person transactions policy applied; none since beginning of 2024 |
Expertise & Qualifications
- Senior leadership; Human capital management; Sustainability/governmental/public policy (as mapped in Board skills matrix and biography) .
- Corporate social responsibility and stakeholder engagement expertise, with global remit at Intel .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Common stock beneficially owned | 15,407 shares | April 16, 2025 | Sole voting/investment power with spouse as applicable |
| RSAs held (aggregate) | 12,041 | December 31, 2024 | Aggregate number of RSAs held at year end |
| Ownership guidelines | 5x annual base retainer | Policy | Directors must retain 75% of net after-tax shares until meeting guideline; all directors in compliance |
| Hedging/pledging | Prohibited | Policy | Anti-hedging and anti-pledging in Insider Trading Policy |
| Beneficial ownership concentration | No individual >1% | April 16, 2025 | All directors/executives as group ≈1.0% |
Insider Trades
| Date | Filing | Type | Shares | Value | Source |
|---|---|---|---|---|---|
| 2025-03-06 | Form 4 | Open market purchase | 2,488 | $123,454 | |
| 2024-06-06 | Form 4 | Not disclosed (summary listing) | — | — | Filing listing: |
Note: Additional Form 4s are listed on aggregators; the 2025-03-06 SEC link confirms Esque as the reporting person .
Governance Assessment
- Independence and committee roles: Esque is independent and serves on Nominating/Corporate Governance and ERM/Safety/Security, aligning with her public policy and stakeholder expertise .
- Attendance/engagement: Board and committees were active; average director attendance was 96% in 2024, supporting engagement quality (Esque-specific percent not disclosed) .
- Compensation alignment: Cash retainer plus time-based RSAs with defined vesting; no options; anti-hedging/pledging; strong stock ownership guideline (5x retainer) with retention requirements—she is covered by policy and the Board reports full compliance by all directors .
- Ownership “skin in the game”: 15,407 shares beneficially owned; recent net share purchase in March 2025 adds to alignment .
- Conflicts and related-party exposure: None reported since the beginning of 2024 under SEC related-person standards; robust review process .
- Shareholder signaling: 2024 Say-on-Pay received 96% support, indicating investor confidence in compensation governance broadly .
RED FLAGS: None disclosed (no related-party transactions; pledging/hedging prohibited; overboarding policy in force and directors in compliance) .
Context on Board effectiveness: Independent committees, clear risk oversight structure including ERM Committee duties, and regular executive sessions underpin governance rigor; Esque’s expertise fits oversight of ESG, stakeholder engagement, and enterprise risk .