Eric Thornburg
SJWAbout Eric W. Thornburg
Eric W. Thornburg (age 65) serves as President, Chief Executive Officer, and Chairman of SJW Group; effective July 1, 2025, he will retire as President & CEO and remain as non‑executive Chair of the Board . He has 30+ years of leadership experience in investor‑owned water utilities across 10 states, was President of the National Association of Water Companies (2011) with ~10 years aggregate service as a director, and holds a B.A. in Biology and Society (Cornell) and an MBA (Indiana Wesleyan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SJW Group | President & CEO; Chairman | CEO since 2017; Chair since 2018; will be non‑executive Chair from July 1, 2025 | Led strategy and operations in regulated water utilities; board leadership transition planned |
| Connecticut Water Service (CTWS) | President & CEO; Chairman | CEO 2006–2017; Chair 2008–2017 | Led a publicly traded water utility; governance and industry expertise |
| Missouri-American Water (American Water Works subsidiary) | President | 2000–2004 | Operational leadership in major water utility subsidiary |
| American Water Works | Central Region VP – External Affairs | 2004–2006 | Government and stakeholder relations in regulated environments |
| National Association of Water Companies | President; Director | President in 2011; Director aggregate ~10 years | Industry leadership and policy influence |
| Water Research Foundation | Trustee | Through Jan 2022 | Research stewardship in water quality and operations |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| National Association of Water Companies | President; Director | Past | Industry leadership (President 2011; ~10 years as director) |
| Water Research Foundation | Trustee | Past (until Jan 2022) | Sector research and innovation oversight |
| Public company directorships (outside SJW) | — | None disclosed | No current external public boards disclosed in proxy |
Board Governance
- Independence: The Board determined all directors other than Eric W. Thornburg are independent under Nasdaq rules; Thornburg is not independent due to his executive role .
- Board leadership: Combined CEO/Chair historically; transitioning to non‑executive Chair on July 1, 2025, with strong Lead Independent Director authorities (Landis) for independent oversight .
- Committees: Thornburg is not listed as a member of standing committees (Audit, Compensation, Nominating & Governance, Finance, Sustainability) .
- Attendance: The Board held 11 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; executive sessions of non‑employee directors were presided by the Lead Independent Director .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Base Salary (CEO) | $909,000 | 2024 |
| Non‑executive Chair Annual Retainer | $225,000 | Effective July 1, 2025 |
| Perquisites reimbursement cap | Up to $40,000/year (none reimbursed in 2024) | Subject to Compensation Committee Chair approval |
Performance Compensation
| Short‑Term Incentive (CEO) | Target | Actual payout | Notes |
|---|---|---|---|
| Annual cash incentive % of salary | 95% | 81.5% of target ($703,728) | Based on financial, operational, and strategic goals |
| 2024 STI Metrics (NEOs other than SJWC President; includes CEO) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| SJW Group Adjusted Diluted EPS | $2.68 | $2.83 | $2.98 | $2.93 |
| SJW Group Capital Additions | $314.070M | $331.650M | $349.230M | $351.600M |
| Customer Satisfaction (survey) | 82% | 85% | 88% | 83% |
| Employee Satisfaction (survey) | 78% | 82% | 86% | 77.90% |
| Environmental Leadership – Water Quality | ≤3 citations | 0 citations | 0 citations + ≤2 M/R violations | Target |
| Employee Safety – OSHA Recordable Incident Rate | 3.3 | 2.5 | 1.5 | 3.8 |
| O&M Efficiency Ratio | 38.64% | 36.70% | 34.75% | 37.60% |
| Strategic Goal (branding/communications) | — | — | — | Threshold |
| Long‑Term Incentives (granted 2024) | Service RSUs ($) | rTSR PSUs ($) | ROE PSUs ($) |
|---|---|---|---|
| Eric W. Thornburg | $553,765 | $640,463 | $555,282 |
- Service RSUs: 3‑year ratable vesting; no dividend equivalents .
- rTSR PSUs: 3‑year performance period (Jan 1, 2024–Dec 31, 2026); payout 0–200% vs water utility peers and S&P small/mid-cap utility peers (equally weighted) .
- ROE PSUs: 3‑year average ROE with threshold/target/max corresponding to 50%/100%/150% of target shares; based on adjusted net income .
| 2022 PSU Outcomes (earned in Feb 2025) | Threshold | Target | Maximum | Achievement | Payout |
|---|---|---|---|---|---|
| 3‑year ROE | 6.54% | 7.70% | 8.85% | 7.39% | 86.64% of target |
| 3‑year rTSR | — | — | — | −20.80% TSR; ranked 4/8 water peers and 20/24 S&P peers | 62.50% of target |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| None disclosed | — | No external public company boards disclosed; no related‑party transactions over $120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Deep operating leadership in regulated water utilities; oversight of water supply, quality, and long‑term strategy execution .
- Governance and industry policy experience (NAWC President/director; trustee of Water Research Foundation) .
- Transition governance: moving to non‑executive Chair with robust Lead Independent Director structure to maintain independent oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially owned common shares | 59,574 | As of March 24, 2025; <1% of class |
| Unvested RSUs (excluded from beneficial count) | 76,844 | Performance/service‑vesting schedules |
| Ownership guidelines (executives) | 3x salary | All NEOs in compliance as of Dec 31, 2024 |
| Thornburg guideline vs ownership | $2,727,000 vs $3,041,255 | Based on $49.22 share price; compliant |
| Pledging/Hedging | Prohibited | Directors/officers cannot hedge or pledge SJW stock |
| Shares pledged | None | No shares pledged per beneficial ownership disclosure |
Insider Trades (Form 4 – recent)
Employment & Contracts
| Arrangement | Key Terms | Triggers |
|---|---|---|
| Employment Agreement (CEO) | Provides severance protections outside CIC; typical of peer CEOs | In certain defined terminations (non‑CIC) |
| Executive Severance Plan (CIC) | Double‑trigger: termination without cause or resignation for good reason within 24 months post‑CIC; cash severance; potential COBRA; equity acceleration; some participants eligible for excise tax gross‑up (not CEO; and not for those joining plan after Oct 26, 2022) | Change in control plus qualifying termination |
| Potential Payments upon Qualifying Termination Following a CIC (assumed 12/31/2024 at $49.22/share) | Cash Severance | Enhanced Pension PV | COBRA Est. | Equity Acceleration | Excise Tax Gross‑Up | Total |
|---|---|---|---|---|---|---|
| Eric W. Thornburg | $6,021,378 | $3,964,320 | $70,194 | $2,426,447 | — | $12,482,339 |
| Potential Payments upon Qualifying Termination without CIC (assumed 12/31/2024) | Base Salary | Target Annual Incentive | Annual Incentive (Actual) | Equity (Service+Performance) | Total |
|---|---|---|---|---|---|
| Eric W. Thornburg | $909,000 | $863,550 | $703,728 | $1,552,037 | $4,028,315 |
- Clawback: SEC‑compliant clawback policy effective Dec 1, 2023; incentive compensation (including PSUs) subject to recoupment after restatements; executives acknowledged policy supremacy over inconsistent agreements .
- Hedging/Pledging: Prohibited for directors/officers and certain affiliates .
Compensation Structure Analysis
- Pay mix: For 2024, 74% of CEO’s annual target direct compensation was performance‑based (STI + LTI), aligned with peers; NEOs overall 50% at‑risk .
- Performance metrics: STI tied to EPS and capital additions plus operational (customer/employee satisfaction, water quality, safety, O&M efficiency) and strategic branding goals; LTI balanced between ROE and relative TSR over 3 years .
- Consultant independence: Mercer served as independent compensation consultant; conflicts assessed under Rule 10C‑1(b)(4) and none found .
- Say‑on‑pay: 2024 vote received >84% approval, indicating general shareholder support .
Related Party Transactions
- None: No related‑party transactions >$120,000 since Jan 1, 2024; Audit Committee oversees related‑party review per charter and written policy .
Governance Assessment
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Independence and board leadership: Thornburg is not independent; combined CEO/Chair structure shifting to non‑executive Chair with empowered Lead Independent Director, mitigating concentration of authority and supporting independent oversight .
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Attendance and engagement: Board met 11 times; all directors met the ≥75% attendance threshold; lead independent presided over executive sessions, indicating robust independent dialogue .
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Alignment and ownership: Thornburg exceeds executive stock ownership guidelines (value $3.04M vs $2.73M requirement), and hedging/pledging prohibitions strengthen alignment .
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Pay and severance: High potential CIC severance ($12.48M total estimate) may be viewed as generous; however, CEO is not eligible for excise tax gross‑ups under the plan, and severance is double‑trigger, which is more shareholder‑friendly than single‑trigger acceleration .
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Conflicts: No related‑party transactions; no pledging; strong clawback policy reduces misconduct risk .
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RED FLAGS:
- Not independent; continuing as non‑executive Chair could prolong influence over board dynamics despite lead independent safeguards .
- Sizeable potential CIC payouts for CEO (although double‑trigger) may attract scrutiny from investors focused on pay‑for‑performance and change‑of‑control economics .
- Some plan participants (not CEO, nor post‑Oct 26, 2022 entrants) may receive excise tax gross‑ups, which many investors consider shareholder‑unfriendly; committee defends as balancing stakeholder interests .