Heather Hunt
SJWAbout Heather Hunt
Heather Hunt, age 59, is an independent director of SJW Group and has served on the Board since 2019. She is Executive Director of the New England States Committee on Electricity (NESCOE) since 2009, and previously was a Connecticut regulatory attorney (2003–2008), Director of State & Local Government Affairs at United Technologies (2001–2003), and held regulatory/public policy roles culminating as Vice President at Southern Connecticut Gas. She also served as a commissioner of the Maine Public Utilities Commission (1995–1998) and the Connecticut Department of Public Utility Control (1993–1995). She holds a BA in Politics (Fairfield University) and a JD (Western New England College School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New England States Committee on Electricity (NESCOE) | Executive Director | 2009–present | Regional state committee leadership on electricity markets and policy |
| Connecticut regulatory law practice | Attorney | 2003–2008 | Represented private and quasi-public entities in utility regulatory matters |
| United Technologies Corporation | Director, State & Local Government Affairs | 2001–2003 | Government relations for Connecticut’s then-largest employer |
| Southern Connecticut Gas Company | Various roles; ultimately Vice President | Not disclosed | Regulatory affairs and government relations |
| Maine Public Utilities Commission | Commissioner | 1995–1998 | Oversight of utility rates and services |
| Connecticut Department of Public Utility Control | Commissioner | 1993–1995 | Oversight of utility rates and services |
| Connecticut Water Service, Inc. (CTWS) | Director (pre-acquisition) | 2006–2019 | Board service prior to CTWS acquisition by SJW in 2019 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Organ Procurement and Transplant Network (OPTN), Living Donor Committee | Member | 2015–2022 | National non-profit overseeing organ transplant system |
| NESCOE | Executive Director | 2009–present | Regional state committee on electricity |
Board Governance
- Committee assignments and chair roles (2024 activity level in parentheses):
- Nominating & Governance Committee – Chair (4 meetings in 2024; all members independent)
- Executive Compensation Committee – Member (6 meetings in 2024; all members independent; Mercer retained as independent consultant)
- Independence: The Board determined all directors except the CEO are independent; all Audit and Compensation Committee members meet heightened SEC/Nasdaq independence standards .
- Attendance and engagement:
- Board held 11 meetings in 2024; each director attended ≥75% of Board and committee meetings; all nominees attended the 2024 annual meeting .
- Lead Independent Director (Gregory P. Landis) presided over executive sessions in 2024; LID duties are robust (e.g., liaison role, ability to call meetings, stockholder engagement) .
- Committee reports confirm active oversight by Audit and Compensation Committees .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 112,000 | 115,000 |
| Stock Awards ($) | 93,225 | 92,231 |
| Total ($) | 205,225 | 207,231 |
Additional program details:
- 2024 structure: Annual board retainer ($75,000 for members; $100,000 Chair), Lead Independent Director fee ($25,000), committee chair fees ($12,500 Compensation Chair; $15,000 Audit Chair; $10,000 all other Chairs), plus $1,500 per meeting (Board/Committee; same for telephonic) and $1,500 for Board strategic planning meetings . As Nominating & Governance Chair, Hunt’s cash line reflects the applicable chair fee in the aggregate .
- 2025 change: Eliminated meeting fees; moved to flat retainers. Relevant 2025 annual retainers: Board Member $90,000; Nominating & Governance Chair $15,000; Compensation Member $7,500; Audit Member $10,000; other committee retainers as disclosed .
Performance Compensation
Non-employee director equity is delivered as time-based RSUs under the formulaic program; there are no performance-conditioned (metric-based) awards for directors.
- Equity grants (2024): RSUs covering 1,812 shares; grant-date fair value $92,231; vests in full upon continued board service through the day immediately preceding the next annual meeting .
- Formulaic Equity Award Program: Annual amount $95,000 for 2024; RSU share count determined by dividing annual amount by fair market value at grant; interim pro-ration for mid-year appointees .
| Equity Detail (Directors) | 2024 |
|---|---|
| RSU Shares Granted | 1,812 |
| Grant-Date Fair Value ($) | 92,231 |
| Vesting Schedule | Full vest upon continued service through day before annual meeting |
| Annual Formula Amount | $95,000 (used to size RSUs) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside SJW) | None disclosed in biography |
| Prior public company boards | CTWS director (2006–2019) |
| Compensation Committee interlocks | None requiring disclosure for 2023; no member was an officer/employee; no reciprocal interlocks reported |
Expertise & Qualifications
- Utility regulation and highly regulated industries; public utility commission experience (CT and ME) .
- Legal, corporate governance, and risk oversight; corporate communications/public policy/government relations .
- Water industry and sustainability exposure .
Equity Ownership
| Metric | 2023 (as of 3/3/2023) | 2024 (as of 3/21/2024) | 2025 (as of 3/24/2025) |
|---|---|---|---|
| Shares Beneficially Owned | 4,051 | 4,051 | 7,095 |
| Percent of Class | <1% | <1% | <1% |
| Unvested RSUs Held | Included program-wide (1,232 RSUs vest pre-2024 meeting) | 1,812 RSUs (aggregate unvested at 12/31/2024) | Includes 1,812 RSUs that vest upon continued service |
| Shares Pledged | None pledged among directors/officers | None pledged among directors/officers | None pledged among directors/officers |
Ownership alignment policies:
- Stock ownership guideline: within 5 years, each non-employee director should own ≥$350,000 of SJW stock; must retain at least 50% of shares issued upon RSU vesting until in compliance .
- Hedging/pledging prohibited for directors and certain family members/affiliates .
- Compliance status for Ms. Hunt not specifically disclosed .
Governance Assessment
Key positives for investor confidence
- Independent, experienced regulator; chairs Nominating & Governance and serves on Compensation, aligning board composition and executive pay oversight with regulatory expertise .
- Attendance/engagement strong: Board met 11 times in 2024; each director met ≥75% attendance; all nominees attended annual meeting .
- Compensation structure integrity: Director pay uses modest cash retainer and time-based RSUs with annual holding/ownership requirements; 2025 shift to retainers (no meeting fees) standardizes pay, reduces meeting-related volatility, and emphasizes role responsibility over meeting count .
- No red flags disclosed: No related-party transactions since Jan 1, 2024; director/officer shares not pledged; compensation committee interlocks not present per prior proxy .
Watch items
- As a Compensation Committee member, Hunt participates in setting executive pay; continued monitoring of say-on-pay outcomes and pay-for-performance alignment is prudent (Mercer engaged as independent consultant) .
- Ownership guideline compliance for individual directors is not separately reported; monitor future proxies for explicit compliance disclosures .
RED FLAGS
- None disclosed regarding related-party dealings, hedging/pledging, attendance shortfalls, or interlocks in the cited disclosures .