Andrew M. Cohn
About Andrew M. Cohn
Independent director of Global Water Resources, Inc. (GWRS) since May 2021; age 61. He is Director of Real Estate for Levine Investments Limited Partnership (LILP) and an active Phoenix-based real estate investor; he holds a business degree from the University of Arizona and has experience across real estate, development, lending, corporate ownership, utilities, and advising/mentoring startups . He is a significant shareholder of GWRS and part of a long-standing regional business network, which informs his perspectives on local economic drivers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Water Resources, Inc. | Independent Director | May 2021 – Present | Board attendance 100% in 2024; no committee assignments |
| Levine Investments Limited Partnership (LILP) | Director of Real Estate | Not disclosed | Real estate strategy; regional economic insight |
| Camelback Systems, Inc. | Vice-President | Not disclosed | Related-party medical plan sponsor; oversight context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Levine Investments Limited Partnership (LILP) | Director of Real Estate | Not disclosed | Affiliated with GWRS significant shareholders (Levine family) |
| Camelback Systems, Inc. | Vice-President | Not disclosed | Entity sponsoring medical plan serving GWRS employees |
| Various startups | Advisor/Investor | Not disclosed | Mentors entrepreneurs; ownership/advisory roles |
Board Governance
- Independence: The Board determined Mr. Cohn is not independent under Nasdaq standards; current independent directors are Alexander, Coy, Huckelbridge, and Rousseau .
- Committee assignments: None; he is not listed on Audit & Risk, Compensation, or Corporate Governance/Nominating/Environmental/Health & Safety committees .
- Attendance and engagement: Board met 4 times in 2024; each director attended 100% of Board and committee meetings during their service period .
- Board leadership and oversight context: Combined Chair/CEO structure (Fleming) with Lead Independent Director (Alexander) to balance oversight; majority voting resignation policy in place .
- Trading, hedging, pledging: Company policy prohibits short sales, options trading, hedging, margin accounts, and generally pledging without Audit & Risk Committee pre-approval .
Fixed Compensation
Director compensation structure and 2024 realized compensation.
| Component | Amount | Form |
|---|---|---|
| Annual Director Retainer | $57,000 | 50% cash / 50% restricted stock awards (RSAs) |
| Committee Membership – Audit | $9,000 | 50% cash / 50% RSAs |
| Committee Membership – Compensation | $8,750 | 50% cash / 50% RSAs |
| Committee Membership – Corp Gov/Nom/ESG/H&S | $8,000 | 50% cash / 50% RSAs |
| Committee Chair – Audit | $14,000 | 50% cash / 50% RSAs |
| Committee Chair – Compensation | $8,750 | 50% cash / 50% RSAs |
| Committee Chair – Corp Gov/Nom/ESG/H&S | $8,750 | 50% cash / 50% RSAs |
| Lead Independent Director Fee | $9,500 | 50% cash / 50% RSAs |
| Director (2024) | Fees (Cash) | Stock Awards (Grant-Date Fair Value) | All Other | Total |
|---|---|---|---|---|
| Andrew M. Cohn | $35,538 | $21,375 | $451 | $57,364 |
Notes: RSAs/RSUs for directors are fully vested at issuance; “All Other” includes expense reimbursement and any dividends on legacy units .
Performance Compensation
- Non-employee director pay at GWRS is retainer-based; no disclosed performance metrics or targets apply to director compensation (equity is time-based and fully vested upon grant) .
| Director | Performance Metrics | Targets | Outcome |
|---|---|---|---|
| Andrew M. Cohn | Not applicable for non-employee director compensation | N/A | N/A |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Cohn . |
| Private company roles | Director of Real Estate at LILP; Vice-President at Camelback Systems . |
| Interlocks/potential influences | Ties to Levine-controlled entities (LILP, Keim, Camelback Systems); Board notes these relationships in independence considerations . |
Expertise & Qualifications
- Regional real estate and development investor/operator; experience in lending and utilities; startup advisory and mentorship; business degree from University of Arizona .
- Board’s stated rationale: business acumen, advisory experience, and knowledge of key economic drivers in GWRS’s operating region .
Equity Ownership
| Holder | Beneficial Shares | Awards Vesting <60 Days | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Andrew M. Cohn | 2,169,421 | — | 2,169,421 | 9.0% | Footnote indicates sole voting/dispositive power over 2,169,421 and shared power over 42,150 shares . |
- Pledging/Hedging: Policy generally prohibits hedging and pledging without pre-approval; no pledging by Mr. Cohn disclosed .
- Ownership guidelines for directors: Not disclosed in the proxy .
Insider Trades (reported transactions)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Mar 27, 2025 | Public offering purchase | 252,000 | $10.00 | No underwriting discount/commission on affiliate purchases . |
| Jun 8, 2023 | Private placement purchase | 30,000 | $12.07 | Exempt offering under Rule 506 . |
| 2024 | Section 16(a) compliance | — | — | One late Form 4 report noted for Mr. Cohn . |
Say-on-Pay & Shareholder Feedback (signal of governance sentiment)
- 2024 say-on-pay: For 19,397,303; Against 237,548; Abstain 24,335; Broker non-votes 1,022,850 .
- 2024 director election support for Mr. Cohn: For 19,334,741; Withheld 324,445; Broker non-votes 1,022,850 .
Governance Assessment
Strengths
- High engagement: 100% attendance at 2024 Board meetings; consistent with expectations for active oversight .
- Significant ownership alignment: 9.0% beneficial ownership indicates strong skin-in-the-game; additional open-market/primary purchases in 2023 and 2025 reinforce alignment .
- Robust governance infrastructure: Lead Independent Director structure, majority voting resignation policy, and prohibitions on hedging/pledging support investor protections .
- Broad shareholder support: Strong 2024 re-election votes suggest investor confidence in board composition, including Mr. Cohn .
Risks and Red Flags
- Independence: Mr. Cohn is not independent due to affiliations with major shareholders and related entities; this can constrain committee eligibility and perceived impartiality .
- Related-party exposure: GWRS participates in a medical benefits plan sponsored by Camelback Systems (where Mr. Cohn is a vice-president); payments of ~$1.6M (2024) and ~$3.8M (2023) for claims—though administered by an unaffiliated TPA and with no fees paid to Camelback Systems—represent a recurring related-party nexus (requires continued Audit & Risk Committee oversight) .
- Control considerations: Standstill Agreement with LILP, W. Levine, J. Levine, and Mr. Cohn caps his aggregate voting power at 9.9% and limits group actions; this is a mitigating measure acknowledging potential control risks under Arizona utility rules; termination mechanics merit monitoring post-2026 .
- Section 16(a) timeliness: One late insider filing in 2024 is a minor compliance blemish (not uncommon, but a governance hygiene datapoint) .
Committee/Compensation Oversight Context
- Committees are fully independent; Cohn is not a member. Compensation Committee uses independent consultant FW Cook (no conflicts) and updated director pay practices in 2024 (removed meeting fees; moved to fixed retainer with 50% equity), aligning with market norms .
Overall Implication
- Mr. Cohn brings deep regional real estate expertise and substantial ownership alignment, bolstering long-term orientation. However, his non-independence and recurring related-party connections necessitate strong, ongoing independent committee oversight and transparent related-party governance to maintain investor confidence .
Note: All data reflect disclosures in the GWRS 2025 DEF 14A and related SEC filings as cited.