Daniel More
SJWAbout Daniel More
Daniel B. More is a non-employee director of SJW Group serving since 2015. He is 68 years old, holds a BA in Economics from Colby College and an MBA in Finance from the Wharton School, University of Pennsylvania, and brings over 30 years of utility-focused investment banking experience, including Global Head of Utility M&A at Morgan Stanley (1996–2014) and Senior Advisor to Guggenheim Securities (2015–present) . At SJW, he chairs the Audit Committee and Finance Committee and serves on the Executive Compensation Committee; the Board identifies him as an audit committee financial expert and financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley (Investment Banking Division) | Managing Director & Global Head of Utility M&A | 1996–2014 | Led utility-sector M&A; capital raising, privatizations; deep regulatory and rate-making expertise |
| Guggenheim Securities | Senior Advisor | 2015–present | Strategic advisory; utility sector specialization |
| Investment Banking (career) | Investment Banker | Since 1978 | Utility sector specialization since 1986 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clearway Energy, Inc. | Director | Since 2019 | Current public company directorship |
| Saeta Yield | Director | 2015–2018 | Prior public company board |
| New York Independent System Operator (NYISO) | Director | 2014–2016 | Prior industry board |
Board Governance
- Committee assignments: Audit (Chair), Finance (Chair), Executive Compensation (Member) .
- Committee independence and expertise: Audit Committee members are independent under Nasdaq rules; Mr. More is identified as an “audit committee financial expert” and financially literate . Compensation Committee members are independent under Nasdaq rules .
- Committee activity: 2024 meetings — Audit 9; Compensation 6; Nominating & Governance 4 .
- Board attendance: In 2024, the Board held 11 meetings; each director attended at least 75% of Board and applicable committee meetings; all director nominees attended the 2024 annual meeting .
- Risk oversight: As Audit Chair, Mr. More’s committee oversees financial reporting integrity, internal controls, compliance, cyber and information security risks; Finance Committee oversees financing, acquisitions, dividend policy, and rating agency communications; Chairs report to Board regularly .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Director compensation table) | 145,000 | 92,231 | 237,231 |
| 2024 Annual Retainer & Meeting Fee Schedule | Amount ($) |
|---|---|
| Board Chair | 100,000 |
| Other Board Members | 75,000 |
| Lead Independent Director (additional) | 25,000 |
| Audit Committee Chair | 15,000 |
| Executive Compensation Chair | 12,500 |
| All other Committee Chairs | 10,000 |
| Meeting fees per meeting (Board/Committees) | 1,500 |
| 2025 Annual Retainer Schedule (no meeting fees) | Role | Annual Retainer ($) |
|---|---|---|
| Board | Chair | 225,000 |
| Board | Lead Director | 115,000 |
| Board | Member | 90,000 |
| Audit Committee | Chair | 25,000 |
| Audit Committee | Member | 10,000 |
| Compensation Committee | Chair | 20,000 |
| Compensation Committee | Member | 7,500 |
| Finance Committee | Chair | 15,000 |
| Finance Committee | Member | 5,000 |
| Nominating & Governance Committee | Chair | 15,000 |
| Nominating & Governance Committee | Member | 5,000 |
| Sustainability Committee | Chair | 15,000 |
| Sustainability Committee | Member | 5,000 |
- Deferral elections: Mr. More elected to defer all 2024 annual retainer and pre-scheduled meeting fees under the Deferral Election Program; accounts credited periodically and vest as credited, with fixed interest at the lower of SJWC’s 30-year borrowing cost or 120% long-term AFR (semi-annual compounding) .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Program | Formulaic Equity Award Program for Non-Employee Board Members; annual amount $95,000 in 2024 |
| 2024 Grant | RSUs covering 1,812 shares (grant date June 20, 2024); grant-date fair value $92,231 for Mr. More per table |
| Vesting | Time-based: full vest upon continued Board service until the day immediately preceding the next annual meeting; Interim awards vest at one-year anniversary; accelerated vesting on change in control, death, or permanent disability before vest date |
| Deferral | Effective 2025, directors may irrevocably elect to defer RSU receipt until separation, a specified date, or change in control |
| Dividend Equivalents | RSU valuation appropriately discounted for lack of dividend equivalents; no dividend equivalents accrue on director RSUs |
| Ownership Guidelines Counting | Outright shares, unvested and deferred shares count toward guidelines |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member (including Mr. More) was an officer/employee, and no relationships required disclosure under Item 404 in 2024 .
- Related party transactions: None since January 1, 2024 involving amounts >$120,000 with any related person; Audit Committee reviews policy and approvals for related party transactions .
Expertise & Qualifications
- Over 30 years of investment banking experience, utility sector specialization since 1986; extensive capital raising, privatization, M&A experience .
- Strategic leadership, corporate governance, executive recruiting, and utility regulation/rate-making knowledge; cost of capital proceedings experience .
- Audit committee financial expert designation; financially literate .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 12,942 shares; held by Daniel B. More Revocable Trust (Mr. More sole trustee) |
| Percent of Class | <1% of 34,147,277 shares outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 1,812 RSUs outstanding (annual director award) |
| Pledging/Hedging | No shares pledged; company policy prohibits hedging/pledging and requires retention of ≥50% of vested RSU shares until guideline met |
| Director Ownership Guidelines | $350,000 minimum within 5 years of initial election; counts include outright, unvested and deferred shares |
Governance Assessment
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Strengths:
- Chairs Audit and Finance, bringing deep utility-sector financial, regulatory, and M&A expertise; designated audit committee financial expert and financially literate .
- Committee independence confirmed; robust committee activity (Audit 9; Compensation 6 in 2024) and Board-wide attendance ≥75% supports engagement .
- Formulaic, time-based director equity with ownership guidelines and anti-hedging/pledging policies aligns director interests; no Section 404 related-party transactions disclosed .
-
Pay structure and incentives:
- 2024 director pay for Mr. More was balanced between cash ($145,000) and equity ($92,231); deferral election of cash fees indicates long-term alignment and tax-efficient planning .
- 2025 shift to retainers (no meeting fees) standardizes compensation and reduces pay-per-meeting incentives; committee chair/member retainers explicitly structured .
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Potential conflicts/monitoring:
- External roles in utility energy (Clearway Energy) and advisory role at Guggenheim Securities could create perceived conflicts in financing/M&A contexts; however, company reports no related party transactions requiring disclosure and maintains formal related party review via Audit Committee .
- Expense reimbursement includes first-class domestic travel for directors; although disclosed policy-based, some investors scrutinize perquisites; policy is transparent .
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RED FLAGS:
- None disclosed regarding related-party transactions, share pledging, hedging, or compensation committee interlocks; committee independence upheld .
- Attendance thresholds met; Board held 11 meetings in 2024 .