Carol Wallace
SJWAbout Carol P. Wallace
Independent director since 2019; age 70. Former CEO of Cooper-Atkins Corporation (1994–2018) and prior director/chair roles at Connecticut Water Service, Inc. (CTWS) before SJW’s acquisition. Education: B.A. in Biology, Middlebury College. Current role includes chairing SJW’s Sustainability Committee and serving on Audit and Finance Committees; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper-Atkins Corporation | Chief Executive Officer | 1994–2018 | Led finance, audit, executive compensation, governance, risk assessment, IT, strategic initiatives |
| Connecticut Water Service, Inc. (CTWS) | Director | 2002–2019 | Board leadership; water industry regulatory familiarity |
| CTWS | Lead Independent Director | 2012–2017 | Independent oversight, governance |
| CTWS | Chair of the Board | 2017–2019 | Board leadership through merger period |
| Zygo Corporation | Director | 2005–2014 | Public company governance experience |
| Middlesex Hospital (CT) | Board Member | 2013–2018 | Finance committee experience in non-profit sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sandstone Group, LLC | Director | 2012–present | Ongoing private-company governance |
| Connecticut Business & Industry Association | Chair | Not disclosed | Prior statewide business policy leadership |
Board Governance
- Committee assignments: Audit (member), Finance (member), Sustainability (Chair). Audit met 9x in 2024, Finance 7x, Sustainability 4x; Wallace is designated an “audit committee financial expert” and all Audit members are independent under Nasdaq and SEC rules .
- Independence: Board affirmed Wallace’s independence (all directors except CEO); Audit and Compensation members meet additional SEC/Nasdaq independence criteria .
- Attendance: Each director attended or participated in ≥75% of Board/committee meetings in 2024; Board held 11 meetings; all nominees attended the 2024 annual meeting .
- Risk oversight: As Sustainability Chair, Wallace helps oversee health/safety, environmental stewardship, water quality, conservation, affordability; Audit covers financial reporting, cyber, compliance .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + meeting/chair fees) | $128,500 | Includes annual retainer, committee chair/member fees, meeting fees; $1,500 per meeting; strategic planning meeting fee $1,500 |
| 2024 Board retainer schedule (program) | Chair $100,000; Member $75,000; Lead independent +$25,000; Committee chair: Audit $15,000; Exec Comp $12,500; Others $10,000 | Program detail reference |
| 2025 retainer schedule (program) | Board: Chair $225,000; Lead $115,000; Member $90,000. Audit: Chair $25,000; Member $10,000. Compensation: Chair $20,000; Member $7,500. Finance: Chair $15,000; Member $5,000. Sustainability: Chair $15,000; Member $5,000 | Meeting fees eliminated from 2025 |
| Indicative 2025 cash retainer based on Wallace’s roles | $120,000 | Calculation: Board Member $90,000 + Audit Member $10,000 + Finance Member $5,000 + Sustainability Chair $15,000; based on disclosed schedule and current committee roles |
Performance Compensation
| Equity Award | Grant | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (director formulaic grant) | June 20, 2024 | 1,812 RSUs; grant-date fair value $92,231 | Vests in full upon director’s continuation through day immediately preceding next annual meeting; accelerated for change in control, death, disability | No dividend equivalents on RSUs |
| Director equity deferral (effective 2025) | Program amendment | N/A | Directors may elect to defer receipt of annual RSUs to separation date, specified date, or change in control | Election must be made before start of year |
No performance metrics are used for director equity; awards are service-vested RSUs under the formulaic program .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Zygo Corporation | Public (prior) | Director (2005–2014) | No water-utility competitive interlock indicated |
| CTWS | Public (prior) | Director (2002–2019); Lead Independent (2012–2017); Chair (2017–2019) | CTWS acquired by SJW; continuity of industry expertise |
| Sandstone Group, LLC | Private | Director (2012–present) | No related-party transactions disclosed |
| Middlesex Hospital | Non-profit | Board Member (2013–2018) | Non-profit; no related-party exposure flagged |
Expertise & Qualifications
- Water/regulated industry oversight; experience interacting with state government; acquisitions execution; prior CBIA chair; audit/finance competencies. Matrix indicates Wallace brings water industry understanding, highly regulated industry insight, strategic/M&A, public company directorship, finance/audit, legal/governance, safety, sustainability capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Carol P. Wallace | 7,095 | ~0.021% (7,095 / 34,147,277) | Table denotes “<1%”; includes 1,812 unvested RSUs scheduled to vest before the annual meeting |
| Unvested RSUs (as of 12/31/2024) | 1,812 | N/A | Per director; part of annual formulaic grant |
| Shares pledged | None (no pledging of directors’ shares) | N/A | Company policy also prohibits hedging/pledging |
Governance Assessment
-
Strengths
- Independent director; audit committee financial expert; multi-committee service including chairing Sustainability—supports robust oversight of environmental/safety/affordability risks .
- Attendance threshold met (≥75%); Board met 11x in 2024; signals engagement .
- No related-party transactions >$120k since Jan 1, 2024; Audit Committee/Related Party policy in place .
- Director stock ownership guideline ($350k within 5 years) and anti-hedging/pledging policies enhance alignment; RSUs require service-based vesting until next annual meeting .
- Transparent, formulaic director equity; meeting-fee elimination in 2025 and committee retainers simplify incentives and reduce potential pay-for-meetings bias .
-
Watch items
- First-class travel reimbursement for directors (within U.S.) under expense policy—minor optics issue but common in utilities; monitor overall expense governance .
- No explicit disclosure of individual director ownership guideline compliance—cannot assess if Wallace meets the $350k guideline; continue to monitor annual proxies for compliance status .
-
RED FLAGS
- None disclosed: no related-party transactions, no pledging, no hedging, and independence affirmed .
Director Compensation Mix (2024)
| Item | Amount | Mix |
|---|---|---|
| Cash (fees earned or paid) | $128,500 | 58% |
| Equity (RSU grant-date fair value) | $92,231 | 42% |
| Total | $220,731 | 100% |
Notes on Compensation Governance
- Non-employee director compensation reviewed biennially; Mercer served as independent compensation consultant to the Compensation Committee; independence confirmed by the Committee .
- Director Deferral Program allows deferral of cash fees; accounts credited at the lower of SJWC 30-year borrowing cost or 120% long-term AFR; distribution post-service per election .
Since Section 16 Form 4 data is not included in the proxy and no related transactions are disclosed, insider trading transactions for Carol P. Wallace are not available in these materials; check SEC EDGAR for any Form 4s filed separately.