Jonathan C. Corwin
About Jonathan C. Corwin
Jonathan C. Corwin, age 45, serves as Vice President (since June 2017) and General Manager (since September 2013) at Global Water Resources (GWRS). He joined the company in 2011 after eight years as a Civil Engineering Officer in the U.S. Air Force; he holds a Civil Engineering degree from the U.S. Air Force Academy and an MBA from Arizona State University’s W.P. Carey School of Business . Company performance during his tenure shows FY2024 total shareholder return (TSR) value of $84.52 on an initial $100, alongside net income of $5.8 million; FY2023 TSR $91.60, net income $8.0 million; FY2022 TSR $92.67, net income $5.5 million, reflecting modest volatility; the 2024 incentive framework achieved 100% payout driven by exceeding Further Adjusted EBITDA budget ($23.2m vs $22.9m), on-time CapEx delivery, safety/compliance, and Board discretionary component .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Water Resources, Inc. | Vice President | Since Jun 2017 | Executive leadership across operations and growth initiatives |
| Global Water Resources, Inc. | General Manager | Since Sep 2013 | Day-to-day operational execution, customer service and compliance oversight |
| Global Water Resources, Inc. | Maricopa–Casa Grande Regional Manager | 2012–2013 | Regional operations leadership and service reliability |
| Global Water Resources, Inc. | Operations Program Manager | 2011–2012 | Program management for utility operations |
| U.S. Air Force | Civil Engineering Officer | Eight years (pre-2011) | Infrastructure construction/maintenance, utilities engineering, emergency management in stateside/deployed settings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Arizona College Foundation | Board of Directors | Disclosed as of 2018 | Community engagement and workforce/education linkage in service areas |
| Economic Development Group of Eloy | Board of Directors | Disclosed as of 2018 | Regional economic development coordination in GWRS footprint |
Fixed Compensation
- No individual base salary, target bonus, or actual bonus detail for Corwin is disclosed in the 2025 proxy; the Summary Compensation Table covers only the named executive officers (CEO, CFO, COO) .
Performance Compensation
Company incentive program structure and outcomes (applies to executives; specific Corwin payouts are not disclosed):
| Metric/Component | Target | Weight | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Compliance & Safety (discrete objectives; safety/IT criteria) | No compliance events; meet safety/IT goals | 25% | Achieved | 25.0% | For NEOs, annual awards paid 50% cash/50% cash-settled RSUs; RSUs vest ratably over 12 consecutive quarters from grant |
| Further Adjusted EBITDA | Budget $22.9m; payout scale 0–100% | 25% | $23.2m (100% of scale) | 25.0% | Same as above |
| CapEx Delivery (excl. growth/acquisition) | Budget $31.0m | 25% | $25.6m (100% of scale) | 25.0% | Same as above |
| Board Discretionary (ops performance, customer service, regulatory, H&S, water loss metrics) | Qualitative | 25% | Full amount awarded | 25.0% | Same as above |
| Total | — | 100% | 100% achieved | 100.0% | RSU vesting terms as above |
- RSU mechanics: cash-settled units track common share price, credit dividend equivalents, and vest quarterly over three years; accounted for as liability awards under ASC 710 .
Equity Ownership & Alignment
| Instrument | Grant Date | Quantity | Strike/Type | Vesting Schedule | Expiration | Status/Notes |
|---|---|---|---|---|---|---|
| Stock Options | Aug 10, 2017 | 50,000 | $9.40 | 25% per year on 8/10 in 2018–2021 | Aug 10, 2027 | Fully vested; potential exercise/sale pressure through expiry |
| Stock Appreciation Rights (SARs) | Feb 11, 2015 | 50,000 | $4.26 | 25% per year by calendar year beginning 2015 | Feb 11, 2025 | Terms as filed on initial statement; expiration date noted |
| Common Stock (beneficially owned at initial filing) | Jun 15, 2017 | 2,500 | Common | N/A | N/A | Direct ownership reported on Form 3 |
- Insider trading policy prohibits short sales, options trading, hedging/monetization and margin accounts; pledging is generally prohibited except in limited circumstances with Audit & Risk Committee pre-approval—helps minimize misalignment/hedging risk .
- Beneficial ownership and vested/unvested share breakdown for Corwin are not presented in the 2025 Security Ownership table (covers directors and NEOs only) .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | Not specifically disclosed for Corwin (new agreements detailed for CEO/CFO/COO only) |
| Severance & Change-of-Control | Not disclosed for Corwin; CEO/CFO/COO terms include large cash multiples and full acceleration (context only) |
| Lock-Up Obligations | Listed among parties subject to lock-up in the March 2025 public offering (3.22M shares at $10.00) |
| Non-compete/Non-solicit/Garden leave | Not disclosed for Corwin in available filings |
Performance & Track Record
- Project leadership: Named Customer Project Manager contact in FATHOM systems/AMI integration scope under services agreement exhibits, indicating operational ownership of metering/data management rollout across regulated utility subsidiaries .
- Compliance: Minor Section 16(a) reporting timing lapse noted in 2022 proxy (one late Form 4) amid otherwise robust insider reporting controls .
- Company performance context: Pay-versus-performance table indicates FY2024 TSR value $84.52, net income $5.8m; FY2023 TSR $91.60, net income $8.0m; FY2022 TSR $92.67, net income $5.5m—useful backdrop for assessing operational execution during his tenure .
| Company Performance Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR value of initial $100 investment ($) | 92.67 | 91.60 | 84.52 |
| Net Income ($000s) | 5,506 | 7,982 | 5,789 |
Compensation Structure Analysis
- Shift from options/SARs to RSUs: Company adopted the 2020 Omnibus Incentive Plan; long-term awards now primarily RSUs/restricted stock vs prior options/SARs—lower downside risk for executives, increases retention via time-based vest and company performance-linked RSU pools (Corwin’s historical awards include SARs and options; current RSU eligibility for him is not disclosed) .
- Incentive mix alignment: For NEOs, a balanced cash/RSU structure tied to safety/compliance, EBITDA vs budget, CapEx delivery, and Board discretion; this emphasizes operational discipline and financial stability over short-term revenue growth—likely the same operational focus areas overseen by Corwin as GM .
- Pledging/hedging restrictions reduce misalignment; lock-ups around equity offerings limit short-term selling pressure from insiders (Corwin included in March 2025 lock-up list) .
Risk Indicators & Red Flags
- Insider selling pressure: Fully vested 50,000 options at $9.40 expiring Aug 10, 2027 can create event-driven exercise/sale windows before expiry (monitor Form 4 activity) .
- Reporting controls: Single late Section 16(a) report noted in 2022; otherwise robust policy and governance environment .
- Hedging/Pledging: Prohibited by policy (pledging only with pre-approval), mitigating alignment risks .
Equity Ownership & Alignment
- Ownership guidelines and compliance status for Corwin are not disclosed; company-wide policy bars hedging/margin and generally pledging (with pre-approval), supporting long-term alignment .
- Current beneficial ownership for Corwin is not provided in 2025 proxy security ownership table (focuses on directors/NEOs); last filed initial ownership showed 2,500 common shares in 2017 .
Employment & Contracts
- Corwin’s specific employment agreement terms (severance, change-of-control triggers, non-compete, clawbacks, tax gross-ups, deferred comp, perquisites) are not disclosed in available filings; the company details such terms for CEO/CFO/COO only .
- Participation in public offering lock-ups (2018, 2020, 2025) suggests alignment with underwriting constraints and insider sale discipline around capital markets events .
Investment Implications
- Alignment: Historical options/SARs plus policy prohibitions on hedging/pledging and participation in offering lock-ups indicate credible alignment; however, lack of current ownership visibility for Corwin limits “skin-in-the-game” precision—monitor Section 16 filings for updated holdings .
- Retention risk: Long tenure and operational leadership reduce near-term retention concerns; absence of disclosed severance/change-of-control protections for Corwin vs CEO/CFO/COO suggests differentiated contract economics—watch for any future 8-K 5.02 updates .
- Trading signals: Fully vested 50,000 options (strike $9.40) expiring in 2027 represent potential exercise/sale catalysts; track insider Forms 4 and offering-related lock-up expirations for timing and pressure assessment .
- Pay-for-performance: Executive incentive metrics emphasize safety/compliance, EBITDA vs budget, and disciplined CapEx—operational execution areas aligned with Corwin’s remit; specific payouts for him are not disclosed, reducing granularity in individual pay-performance linkage .