Carl Guardino
SJWAbout Carl Guardino
Carl Guardino, age 63, has served as an independent director of SJW Group since 2020. He is Vice President of Government Affairs and Policy at Tarana Wireless, Inc. (since November 2022), and previously served as Executive Vice President, Government Affairs and Policy at Bloom Energy (2020–2022). He holds a B.A. in political science from San Jose State University and is a Distinguished Alumnus. He is in his fifth term as a Commissioner on the California Transportation Commission and served as Chair (Mar 2024–Feb 2025) and Vice-Chair (Mar 2023–Feb 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Valley Leadership Group (SVLG) | President & CEO | 1997–2020 | Led policy initiatives; ballot measures on transportation/housing |
| SVLG Foundation | Executive Director | 2002–2020 | Community engagement and philanthropy leadership |
| Bloom Energy Corp. | EVP, Government Affairs & Policy | 2020–2022 | Energy policy and regulatory engagement |
| Hewlett-Packard | Governmental Affairs (Executive role) | 1995–1997 | Corporate public policy and government relations |
| California State Assembly (Rusty Areias) | Chief Assistant | 1987–1990 | Legislative operations and policy support |
| Equilar, Inc. | Director | Until 2021 | Governance analytics exposure; board service |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Tarana Wireless, Inc. | VP, Government Affairs & Policy | Nov 2022–Present | Telecommunications public policy leadership |
| California Transportation Commission | Commissioner; Chair; Vice-Chair | Commissioner since 2007; Chair Mar 2024–Feb 2025; Vice-Chair Mar 2023–Feb 2024 | Longstanding state infrastructure oversight |
Board Governance
- Committee assignments: Nominating & Governance (member) and Sustainability (member). Chairs: Nominating & Governance—Heather Hunt; Sustainability—Carol P. Wallace .
- Independence: The Board determined all current members of the Nominating & Governance Committee are independent under Nasdaq listing standards; Guardino serves on this committee .
- Attendance: In 2024, the Board held 11 meetings; each director attended or participated in at least 75% of Board and applicable committee meetings. All nominees attended the 2024 annual meeting .
- Competency highlights: Highly regulated industries, public policy/government relations, sustainability, safety; detailed capability matrix shows Guardino’s strengths in regulated industry oversight, communications/public policy, safety, and sustainability .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $102,000 | Includes annual retainer ($75,000 for directors), committee chair/member fees where applicable, $1,500 per meeting, plus $1,500 per strategic planning meeting |
| 2024 Retainer Schedule (reference) | Chair $100,000; Other Board Members $75,000; Lead Independent Director +$25,000; Audit Chair $15,000; Compensation Chair $12,500; Other Chairs $10,000 | Meeting fees $1,500 per meeting (Board & committees, including telephonic) |
| 2025 Annual Retainer Structure (reference) | Board Chair $225,000; Lead Director $115,000; Member $90,000; Audit Chair $25,000/Mbr $10,000; Compensation Chair $20,000/Mbr $7,500; Finance Chair $15,000/Mbr $5,000; N&G Chair $15,000/Mbr $5,000; Sustainability Chair $15,000/Mbr $5,000 | Meeting fees eliminated; committee retainers adopted effective 2025 |
Performance Compensation
| Equity Award Type | Grant Details | Vesting | Grant-date Value |
|---|---|---|---|
| RSUs (Annual Formulaic Program) | 1,812 RSUs granted June 20, 2024 to each non-employee director | Vest in full upon continued Board service through the day immediately preceding the next annual meeting (or one year for interim awards); accelerated vesting upon change in control or cessation due to death/permanent disability | $92,231 grant-date fair value for Guardino’s 2024 RSUs |
- Deferral: Effective 2025, directors may elect to defer receipt of annual RSUs until separation, a specified date, or change in control; elections must be made prior to the start of the year .
- Hedging/pledging: Directors are prohibited from hedging, monetization transactions, and pledging/margin accounts for SJW stock .
- Options: SJW does not grant stock options; practice noted in compensation policies (for executives; directors receive RSUs) .
- Performance metrics: Director equity awards are service-vested; no director-specific performance metrics (e.g., TSR, EBITDA) are disclosed for director pay .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Equilar, Inc. | Private | Director (until 2021) | Governance analytics exposure; no SJW-related transaction disclosed |
| California Transportation Commission | Governmental body | Commissioner; Chair/Vice-Chair (recent) | Public infrastructure oversight; no SJW related-party transactions reported |
| Tarana Wireless, Inc. | Private | VP Government Affairs & Policy | Telecommunications; no SJW related-party transactions reported |
Expertise & Qualifications
- Public policy leadership (SVLG) and multi-decade government affairs experience, relevant to a heavily regulated water utility .
- Success with ballot measures in transportation and housing, aligning with infrastructure and community priorities .
- Skills mapped in SJW’s competency matrix: regulated industry, communications/public policy, safety, sustainability .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged? |
|---|---|---|---|
| Carl Guardino | 4,996 | <1% | None pledged |
- Counting conventions: Directors (except CEO) include 1,812 RSUs scheduled to vest before the annual meeting among their beneficial “subject to award” holdings; RSUs vest per the formulaic program described above .
- Ownership guidelines: Non-employee directors must reach $350,000 in aggregate fair market value within five years of initial election/appointment and retain 50% of shares issued upon RSU vesting until compliant; hedging/pledging prohibited .
Governance Assessment
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Strengths:
- Independent director serving on Nominating & Governance and Sustainability committees; those committees meet regularly (N&G: 4; Sustainability: 4 in 2024) and members are independent under Nasdaq standards .
- Solid attendance: all directors met ≥75% threshold; all nominees attended the 2024 annual meeting .
- Alignment policies: director stock ownership guideline ($350,000 target within five years) and strict prohibitions on hedging and pledging enhance alignment with shareholders .
- Pay practice discipline: modest annual RSU grants with service-based vesting and elimination of meeting fees in favor of retainers in 2025 improve simplicity and predictability .
- Related-party controls: Audit Committee oversight; no related-party transactions >$120,000 since Jan 1, 2024 .
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Watch items:
- External roles in government affairs (Tarana Wireless) and state commission leadership could create perceived influence channels; current proxy discloses no SJW-related transactions, but continued monitoring remains prudent .
- Not serving on Audit or Compensation committees limits direct financial/pay oversight influence; primary contributions are governance/sustainability .
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RED FLAGS: None disclosed regarding hedging/pledging, loans, tax gross-ups, option repricing, or related-party transactions; attendance met policy thresholds .