Gregory Landis
SJWAbout Gregory P. Landis
Gregory P. Landis, age 74, has served on SJW Group’s Board since 2016 and is the Lead Independent Director. He is Of Counsel at 3DLaw, PLLC (formerly 300degrees PLLC) and previously served as General Counsel/Senior VP at TerraPower, LLC, Senior Legal Advisor at Intellectual Ventures, and General Counsel/EVP at AT&T Wireless Services; he was a partner at McCutchen, Doyle, Brown & Enersen. Landis holds a JD, cum laude, from Harvard Law School and a BA, magna cum laude, from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TerraPower, LLC | General Counsel & SVP; Senior Advisor | 2013–2015 (GC/SVP); 2015–2018 (Advisor) | Nuclear/energy sector legal stewardship |
| Intellectual Ventures | General Counsel; Senior Legal Advisor | 2007–2012 | Corporate governance, IP strategy |
| Vulcan Inc. | General Counsel & EVP | 2005–2007 | Corporate & transactions oversight |
| AT&T Wireless Services, Inc. | General Counsel; EVP & Corporate Secretary | 1995–2005 | Regulatory appearances (CPUC/FERC) and government relations leadership |
| McCutchen, Doyle, Brown & Enersen | Partner | 1985–1995 | Commercial litigation and M&A |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Unwired Planet, Inc. (public company) | Director | 2013–2015 |
| 3DLaw, PLLC / Yarmuth LLP | Of Counsel | 2016–present (Yarmuth to 2021; 3DLaw since 2021) |
Board Governance
- Lead Independent Director with robust responsibilities (principal liaison; authority to call independent director meetings; presiding at executive sessions; advising on board information; engaging with major shareholders) .
- Committee assignments: Chair – Executive Compensation; Member – Finance; Member – Nominating & Governance .
- Independence: Board determined Landis is independent under Nasdaq standards .
- Attendance and engagement: Board held 11 meetings in 2024; each director attended ≥75% of Board/committee meetings. As Lead Independent Director, Landis presided over all executive sessions of non‑employee/independent directors in 2024 .
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Board & Committee Cash Fees (actual) | $148,500 (Landis) | Fees include annual retainer and meeting fees; deferral option available |
| Equity – RSUs (grant date fair value) | $92,231 (Landis) | Formulaic annual grant; 1,812 RSUs to each non-employee director in 2024 |
| Total 2024 Compensation | $240,731 (Landis) | Cash + RSUs |
| 2025 Board Annual Retainer | $90,000 (member); $225,000 (Chair) | Chair retainer applies to non-executive Chair effective July 1, 2025 |
| 2025 Lead Independent Director Retainer | $115,000 | Landis is the Lead Director |
| 2025 Committee Retainers | Audit: Chair $25k / Member $10k; Comp: Chair $20k / Member $7.5k; Finance: Chair $15k / Member $5k; N&G: Chair $15k / Member $5k; Sustainability: Chair $15k / Member $5k | Meeting fees eliminated beginning 2025 |
| Expense Reimbursement | First class travel within U.S. reimbursable; other reasonable expenses reimbursed | Potential optics risk for investor perception |
Performance Compensation
| Element | Structure | Vesting/Performance | Notes |
|---|---|---|---|
| Annual Director RSUs (Formulaic Program) | Annual grant sized using a fixed dollar amount (e.g., $95,000 in 2024) divided by share price | Time‑based vesting: vests in full the day before the next annual meeting; accelerated upon change in control, death, or disability | Directors may elect to defer RSU settlement starting in 2025 |
| Options/PSUs | None disclosed for directors | Not applicable | Director equity is service‑vested, not performance‑based |
Other Directorships & Interlocks
- Unwired Planet, Inc. director (2013–2015) – provides public-company governance experience; no SJW supplier/customer interlock disclosed in proxy .
- Energy/nuclear and technology executive/legal roles (TerraPower, Intellectual Ventures, AT&T Wireless) – useful for regulatory and risk oversight .
Expertise & Qualifications
- Extensive legal, governance, and M&A experience including ~20 years as chief legal officer and 18+ years in commercial litigation .
- Regulatory experience before California Public Utilities Commission and FERC; led government relations functions at public/private companies .
- Service on public company boards and special committees; leadership across executive committees on compensation/ethics/recruiting .
Equity Ownership
| Holder | Shares Beneficially Owned | Pledged? | Notes |
|---|---|---|---|
| Gregory P. Landis | 10,607 shares | None indicated; company states named holders’ shares are not pledged | Under director stock ownership guidelines, non‑employee directors must reach $350,000 within five years and retain 50% of net shares until compliant . Using the company’s reference price of $49.22 (12/31/2024), Landis’s holdings would be valued at ~ $522k, indicating guideline compliance |
Stock ownership alignment policies:
- Hedging/pledging prohibitions for directors and covered persons; no holding in margin accounts .
- Insider trading policy prohibits trading while in possession of MNPI .
Governance Assessment
- Board effectiveness: Defined Lead Independent Director role enhances independent oversight during CEO transition; Landis’s leadership duties (liaison, executive sessions, shareholder engagement) are robust .
- Compensation governance: As Compensation Committee Chair, Landis oversees executive pay with independent consultant (Mercer), diversified pay mix, clawback policy adopted (Dec 1, 2023), double‑trigger CIC severance plan, and strong ownership guidelines – all positive signals for pay-for-performance and risk mitigation .
- Shareholder outcomes: Say-on-pay support at 84% in 2024 indicates investor acceptance of compensation approach .
- Attendance & engagement: Board met 11 times; directors met attendance thresholds; Landis presided over executive sessions, supporting independent deliberation .
- Potential red flags:
- Expense reimbursement policy allows first‑class U.S. travel for directors, which may attract governance scrutiny despite being disclosed .
- Director equity is service‑based (not performance‑linked), which is common but provides limited pay-for-performance linkage for directors .
- Overall: Landis’s legal/regulatory acumen and governance leadership (Lead Independent Director; Comp Chair) support board effectiveness and investor confidence; policy suite (clawback, ownership, hedging/pledging bans) is aligned with best practices .