Denise Kruger
SJWAbout Denise L. Kruger
Independent director of SJW Group since 2023; age 61. Kruger brings 30+ years of U.S. regulated water utility operating and regulatory experience, including as Senior Vice President, Operations, Regulated Utilities at Golden State Water Company (2004–2021). She holds a B.S. in Mechanical Engineering (UC Davis) and an MBA (UC Irvine). She is an independent director under Nasdaq standards and serves on the Audit and Sustainability Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden State Water Company (subsidiary of American States Water) | Senior Vice President, Operations, Regulated Utilities | 2004–2021 | Oversight of water operations, asset management, environmental quality, customer/community relations, customer service, water efficiency, water resources, and M&A of regulated water systems in California |
| Golden State Water Company | Manager of Quality Assurance & Water Quality; VP, Water Quality; VP, Customer Service | Joined 1992; various roles prior to 2004 | Led quality and customer-facing functions in a highly regulated utility environment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Water Research Foundation | Director; Chair | Director 2005–2015; Chair 2013–2015 | Organization responsible for >$460M of water-related research |
| American Ground Water Trust | Chair (former) | Not disclosed | Industry leadership, groundwater focus |
| American Water Works Association | Executive Committee (service) | Not disclosed | Major industry association |
| California Foundation for the Environment and Economy | Director/Board member (former) | 2016–2021 | California policy stakeholder group |
| California Water Association | Consultant (former) | Not disclosed | Regulatory/policy engagement in California |
Board Governance
- Current SJW Board committee assignments: Audit Committee member; Sustainability Committee member .
- Audit Committee cadence and expertise: Audit met 9 times in 2024; the Board determined Kruger is an “audit committee financial expert,” and all Audit members are financially literate and independent .
- Sustainability Committee cadence: 4 meetings in 2024 .
- Independence: Board determined all directors other than the CEO are independent (includes Kruger) .
- Attendance: Board held 11 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings served. All nominees attended the 2024 annual meeting .
- Lead Independent Director: Gregory P. Landis; presided over executive sessions of non-employee/independent directors in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $109,500 | Annual retainer + meeting fees; includes eligibility for deferral program |
| Equity — Stock Awards (grant-date fair value) | $92,231 | RSUs under formulaic program; 1,812 shares granted in 2024 |
| Total 2024 Compensation | $201,731 | Cash + equity |
Director fee policy excerpts:
- 2024 structure: Board Chair $100,000; other directors $75,000; Lead Independent Director +$25,000; Committee Chairs: Audit $15,000; Compensation $12,500; other Chairs $10,000; meeting fees $1,500/meeting .
- 2025 structure (no meeting fees): Board Chair $225,000; Lead Director $115,000; Member $90,000; Committee retainers — Audit Chair $25,000/Member $10,000; Compensation Chair $20,000/Member $7,500; Finance Chair $15,000/Member $5,000; Nominating & Governance Chair $15,000/Member $5,000; Sustainability Chair $15,000/Member $5,000 .
Deferral program (directors): May elect to defer 50% or 100% of annual retainers and 100% of meeting fees; accounts earn a fixed semi-annual rate linked to SJWC borrowing cost or 120% long-term AFR; distribution post-service via lump sum or up to 10 installments .
Performance Compensation
| Equity Award | Grant date | Shares/Units | Grant-date fair value | Vesting/Notes |
|---|---|---|---|---|
| Annual RSU (Formulaic Program) | June 20, 2024 | 1,812 | $92,231 | Vests in full upon continued board service through the day before the next annual meeting; accelerated vesting on change-in-control (if not assumed) or death/disability |
| RSU Deferral (policy change) | Effective 2025 | — | — | Directors may elect to defer receipt of annual RSUs until separation, specified date, or change in control; election must be made prior to year start |
Notes: Non-employee director equity awards carry no dividend equivalents; formulaic award annual amount was $95,000 in 2024, converted to shares at grant date price .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Kruger in the 2025 proxy |
| SJW board interlocks | No Compensation Committee interlocks reported for 2024 |
| Potential sector overlap | Former senior executive at Golden State Water (subsidiary of American States Water); no current related-party transactions disclosed |
Expertise & Qualifications
- Deep operating leadership in regulated water utilities; prior oversight of water quality, operations, customer service, and regulatory engagement .
- Former Chair, Water Research Foundation; former Chair, American Ground Water Trust; AWWA Executive Committee experience .
- Designated “audit committee financial expert”; financially literate; Audit Committee member .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (3/24/2025) | 2,780 | As reported; no shares pledged |
| Percent of class | <1% | Denoted as “*” in table (<1%) |
| Unvested RSUs outstanding (12/31/2024) | 1,812 | Aggregate for each non-employee director at year-end 2024 |
| Hedging/pledging | Prohibited for directors; no margin accounts | |
| Director stock ownership guideline | $350,000 within five years; must retain at least 50% of shares from annual RSU grant until compliant |
Governance Assessment
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Strengths
- Independence, sector expertise, and Audit Committee financial expert designation underpin robust oversight in a heavily regulated industry .
- Active committee participation (Audit and Sustainability) with meaningful 2024 cadence (Audit 9 meetings; Sustainability 4) supports engagement; Board-wide attendance met ≥75% threshold across meetings .
- Balanced director pay mix (cash retainer + annual RSUs) with explicit ownership guidelines and hedging/pledging prohibitions enhances shareholder alignment .
- No related-party transactions >$120,000 since Jan 1, 2024; formal related-party policy and Audit Committee review process mitigate conflict risk .
- Shareholder support environment: prior “say-on-pay” received >84% approval in 2024, indicating constructive investor relations context (not director-specific but governance-relevant) .
-
Watch items / potential red flags
- Competitive proximity: extensive prior senior leadership at Golden State Water (American States Water) represents sector overlap; however, no current related-person transactions were disclosed and independence affirmed .
- Ownership guideline compliance is required within five years; individual compliance status not disclosed by director (policy applies uniformly) .
Overall: Kruger’s operating depth and audit literacy, combined with independence and committee workload, are positives for board effectiveness. The compensation structure and ownership rules are alignment-friendly, and the absence of related-party exposure reduces conflict risk in a consolidating/regulatory-driven sector .