Ann Kelly
SJWAbout Ann Kelly
Ann P. Kelly (age 54) is SJW Group’s Chief Accounting Officer and Principal Accounting Officer and was appointed Chief Financial Officer and Treasurer effective July 1, 2025; she signed SJW’s FY2024 Form 10-K as Principal Accounting Officer and will succeed outgoing CFO Andrew Walters upon his transition to CEO (appointment March 31, 2025; effective July 1, 2025) . Prior roles include EVP Finance & CFO at American Electric Power (Nov 2022–Sep 2023) and multiple finance leadership positions at UGI Corporation and its subsidiaries (Dec 2014–Nov 2022), including Vice President Finance & CFO at AmeriGas Propane . Key performance drivers at SJW tied to executive incentives include adjusted diluted EPS, capital additions, operational goals (customer satisfaction, employee engagement, water quality, safety, O&M efficiency), and strategic goals; 2024 outcomes were mixed (EPS and capital additions above target; safety lagged), with cash incentive payouts at 81.5% of target for quantitative criteria and discretionary awards elevating overall payouts for non-CEO NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Electric Power (AEP) | EVP Finance & CFO | Nov 2022–Sep 2023 | Oversaw finance at one of the nation’s largest pure-play electric companies . |
| UGI Corporation & subsidiaries | Finance leadership roles | Dec 2014–Nov 2022 | Advanced in roles of increasing responsibility; included VP Finance & CFO at AmeriGas Propane (UGI subsidiary) . |
External Roles
- Not disclosed in SJW filings; no public company board service listed for Kelly .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $480,000 | Effective July 1, 2025 upon appointment as CFO . |
| Relocation Reimbursement | Up to $75,000 | Reimbursement to relocate near service territory . |
- Company policies: clawback adopted Dec 1, 2023 per SEC rules; applies to incentive comp (including PSUs); executives must repay amounts tied to restated financials . Hedging and pledging of SJW stock are prohibited for executives and directors .
Performance Compensation
Annual Cash Incentive (design governing CFO bonus)
| Metric | Weight | FY2024 Target | FY2024 Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted Diluted EPS | 20% | $2.83 | $2.93 | Above target . |
| Capital Additions (Group) | 15% | $331.65M | $351.60M | Above maximum . |
| Customer Satisfaction (Group) | 10% | 85% | 83% | Below target . |
| Employee Satisfaction (Group) | 10% | 82% | 77.90% | Below target . |
| Water Quality (Group) | 10% | No citations | Target | Met . |
| Safety – OSHA Recordable Rate (Group) | 10% | 2.5 | 3.8 | Below target . |
| O&M Efficiency Ratio (Group) | 10% | 36.70% | 37.60% | Below target . |
| Strategic Goal (Branding/Comms) | 15% | Threshold/Target/Max | Threshold | Threshold achieved . |
| Weighted Total | — | — | — | 81.5% of target; plus up to 45% discretionary for non-CEO NEOs (actual: Walters +126.5%) . |
- CFO bonus target: 55% of base salary starting July 1, 2025 .
Long-Term Incentives (design under 2023 LTIP)
| Award Type | Performance Period | Payout Range | Vesting | Notes |
|---|---|---|---|---|
| ROE PSUs | Jan 1, 2024–Dec 31, 2026 | 0–150% of target (50%/100%/150% at threshold/target/max) | Cliff at end of period (service condition) | Based on average ROE; adjusted net income excludes certain items . |
| rTSR PSUs | Jan 1, 2024–Dec 31, 2026 | 0–200% of target | Cliff at end of period (service condition) | Measured vs water utility peers and S&P small/mid-cap utility cohort . |
| Service RSUs | 3 years | n/a | 1/3 per year over 3 years | Retention-focused; no dividend equivalents . |
Recent PSU outcomes (context for performance alignment):
-
2022 ROE PSUs paid at 86.64% based on average ROE of 7.39% (earned shares vested Feb 2025) .
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2022 rTSR PSUs paid at 62.5% (ranked 4th of 8 water peers; 20th of 24 S&P utility peers) with adjusted TSR of -20.80% over the period, vesting Feb 2025 .
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Kelly’s target LTI: $350,000 annually under SJW’s LTIP (award mix not specified in 8‑K) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Not disclosed for Kelly in 2025 proxy’s ownership table (NEO/director holdings listed; Kelly not included) . |
| Stock ownership guideline | 1.5× base salary for executive officers (3× for CEO); must meet within 5 years; Service RSUs and DSUs count; executives must hold post‑vesting shares until guideline met (net of taxes) . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Options | SJW does not grant stock options; equity is RSUs/PSUs . |
Employment Terms
- Appointment and compensation: CFO and Treasurer effective July 1, 2025; base $480,000; 55% target bonus; $350,000 target LTI; relocation reimbursement up to $75,000 .
- Executive Severance Plan: Double‑trigger benefits upon qualifying termination in connection with a change-in-control (termination without cause or resignation for good reason); Service RSUs vest in full if not assumed; PSUs vest at target if not assumed; if assumed, RSUs continue and vest on qualifying termination; PSUs vest at target at period end or qualifying termination post‑CIC .
- CIC cash severance benchmarks (context from participants): illustrative CFO Walters amount equals 3× salary + 3× target bonus; COBRA reimbursement; excise tax gross‑up applies to certain pre‑Oct 26, 2022 participants (Walters shows excise tax gross‑up line item), while CEO and executives who become plan participants after Oct 26, 2022 are not eligible for excise tax gross‑ups . Kelly’s participation status in the plan is not disclosed; if she becomes a participant post‑Oct 26, 2022, she would fall under the “no excise tax gross‑ups” policy .
Investment Implications
- Pay-for-performance alignment: Cash incentives emphasize EPS and capital deployment; 2024 EPS and capex exceeded targets, while safety and efficiency lagged. This produced moderate quantitative payouts (81.5% of target) but discretionary boosts drove total payouts higher for non-CEO NEOs (126.5%), signaling committee willingness to recognize qualitative outcomes—an important overlay for forecasting CFO bonus realizations in 2025–2026 .
- Equity sensitivity: PSU outcomes have been variable—2022–2024 rTSR paid at 62.5% and ROE at 86.64%. Kelly’s LTI is tied to multi-year ROE and rTSR, anchoring her realized comp to absolute returns and relative share performance—key for alignment and potential insider selling pressure as tranches vest on cliffs .
- Governance and risk controls: Strong clawback, anti‑hedging/pledging, and ownership requirements enhance alignment; no options reduce repricing risk; severance is standardized and double‑triggered, reducing change‑of‑control moral hazard. Say‑on‑pay support was 84% in 2024, suggesting shareholders are broadly comfortable with program design .
- Retention dynamics: Compensation levels set for CFO role (base, bonus target, LTI) and relocation support indicate commitment to leadership stability through CEO transition; however, Kelly’s severance participation and specific CIC economics are not disclosed yet—monitor future proxy or 8‑Ks for plan enrollment confirmation and award grants .