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Shelly Esque

Director at CALIFORNIA WATER SERVICECALIFORNIA WATER SERVICE
Board

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

OrganizationRoleTenureCommittees/Impact
Intel CorporationVice President & Global Director, Corporate AffairsUntil retirement in 2016 Led CSR, community, education, foundation, and global government relations; enhanced Intel’s brand and citizenship
Intel FoundationPresident & ChairNot disclosedPhilanthropic leadership aligned with corporate citizenship

External Roles

OrganizationRoleTenureNotes
Basis Charter SchoolsBoard MemberNot disclosedEducation governance exposure
Boyce Thompson ArboretumBoard MemberNot disclosedEnvironmental 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

ComponentAmountNotes
Annual base cash retainer$118,0002024 director compensation structure
Committee chair feesN/AEsque is not a committee chair
Lead Independent Director retainerN/ANot applicable to Esque
Cash fees actually earned (2024)$118,000Esque’s reported fees

Performance Compensation

ElementDetailAmount/Terms
Annual restricted stock award (RSA) – standard grant valueEquity 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
OptionsNoneCWT historically does not grant stock options to directors
Performance metrics tied to director equityNoneDirector equity grants are time-based RSAs; no performance hurdles disclosed

Other Directorships & Interlocks

CategoryCurrentNotes
Other public company boardsNoneTable shows “—” for Esque
Interlocks (competitive/supplier/customer overlaps)None disclosedRelated 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

MeasureAmountAs-of DateNotes
Common stock beneficially owned15,407 sharesApril 16, 2025Sole voting/investment power with spouse as applicable
RSAs held (aggregate)12,041December 31, 2024Aggregate number of RSAs held at year end
Ownership guidelines5x annual base retainerPolicyDirectors must retain 75% of net after-tax shares until meeting guideline; all directors in compliance
Hedging/pledgingProhibitedPolicyAnti-hedging and anti-pledging in Insider Trading Policy
Beneficial ownership concentrationNo individual >1%April 16, 2025All directors/executives as group ≈1.0%

Insider Trades

DateFilingTypeSharesValueSource
2025-03-06Form 4Open market purchase2,488$123,454
2024-06-06Form 4Not 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 .