Mary Ann Hanley
SJWAbout Mary Ann Hanley
Independent director of SJW Group since 2019; age 68. Background spans state government legal counsel and workforce policy, health system community relations, and long service on Connecticut Water Service’s board prior to SJW’s 2019 acquisition. Education: BA (UCONN), Master’s in Public Policy (Trinity College), and UCONN School of Law credentials, with extensive government and community development experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Connecticut (Governor’s Office) | Legal Counsel | 1995–1998 | Negotiated legislative initiatives, resolved budget stalemate |
| Office for Workforce Competitiveness (CT) | Director | 1999–2010 | Led statewide workforce strategy; policy planning to Governor/Legislature |
| Trinity Health of New England (St. Francis Hospital & Medical Center) | Officer, Business Development; Liaison for Government & Community Alliances | 2003–2013; 2013–2023 | Stakeholder engagement; government relations |
| Capitol City Economic Development Authority (now CRDA) | Secretary/Treasurer | >10 years | Oversight of ~$1B Hartford redevelopment |
| Connecticut Water Service, Inc. | Director | 1999–2019 | Utility governance; transition through acquisition by SJW |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodwin University | Trustee; Executive Committee; Chair, Economic & Strategic Development Committee | Trustee since 2018; Chair since 2017 | Economic strategy; university governance |
| Enders Island (retreat center) | Director; Finance Committee member | Since 2021 | Finance oversight |
| Oak Hill School (CT) | Board Chair | 2017–2021 | Largest CT non-profit for disability services |
Board Governance
- Committee memberships: Audit; Nominating & Governance; Sustainability .
- Independence: Board affirmed all directors except CEO are independent under Nasdaq; Audit and Compensation Committee members meet additional independence criteria (Hanley serves on Audit) .
- Attendance/engagement: Board held 11 meetings in 2024; each director attended ≥75% of aggregate board and committee meetings; all nominated directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (9 mtgs); Nominating & Governance (4 mtgs); Sustainability (4 mtgs) .
- Lead Independent Director framework: robust duties ensure independent oversight (context for board effectiveness) .
Fixed Compensation
| Year | Cash Fees | Equity Grant (RSUs) | Total | Notes |
|---|---|---|---|---|
| 2024 | $115,500 | $92,231 (grant-date fair value) | $207,731 | RSU grant covered 1,812 shares on 6/20/2024; one-year service vest; no dividend equivalents |
| 2025 structure (policy) | Board member retainer $90,000; Audit member $10,000; N&G member $5,000; Sustainability member $5,000 | Annual formulaic RSU program continues (director-level) | N/A | Meeting fees eliminated; committee retainers adopted |
- Deferral: Elected to defer 50% of 2024 annual retainer under Director Deferral Program (fixed-rate interest credited; irrevocable election) .
Performance Compensation
Directors do not have performance-based equity; compensation includes annual formulaic RSU grants vesting based on service:
- 2024 RSU grant: 1,812 shares at annual meeting date; vests in full upon continued service to the day immediately preceding the next annual meeting (acceleration on death/disability/change-in-control per plan terms) .
- 2025: New option to defer receipt of annual restricted stock award per amended formulaic program .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Connecticut Water Service, Inc. (CTWS) | Public utility (acquired) | Director (1999–2019) | Historical interlock via SJW’s acquisition in 2019 (Board confirms independence under Nasdaq) |
| Goodwin University; Enders Island; Oak Hill School | Non-profit/education | Governance roles as above | No commercial related-party transactions disclosed |
Expertise & Qualifications
- Government relations, legal, and risk management; >10 years in state government roles, >15 years direct interactions with CT General Assembly and executive agencies .
- Economic development oversight (CRDA ~$1B Hartford redevelopment) .
- Workforce strategy leadership for statewide board to Governor/Legislature .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Mary Ann Hanley | 7,440 | <1% | Includes 5,628 shares in IRA ; for directors (except CEO), beneficial count includes 1,812 RSUs scheduled to vest before annual meeting |
| Compliance with Director Ownership Guideline | Guideline: $350,000 minimum within 5 years | Value indicator: 7,440 × $49.22 = ~$366,797 (12/31/2024 price) | Appears to meet guideline based on disclosed shares and 12/31/2024 price |
| Pledging/Hedging | Prohibited for directors | None of reported shares pledged | Policy restricts hedging/pledging/margin accounts |
Governance Assessment
- Board effectiveness: Independent director with tri-committee service (Audit, N&G, Sustainability) enhances oversight across financial reporting, governance, and ESG/safety/water quality domains .
- Alignment: Mix of cash plus annual RSUs; deferral election signals long-term alignment; ownership appears to meet guideline; hedging/pledging prohibited .
- Independence & conflicts: Board/Nasdaq independence affirmed; Audit Committee independence satisfied; no related-party transactions over $120,000 since 1/1/2024; insider interlocks limited to historical CTWS role with independence maintained .
- Attendance & engagement: Board-wide attendance compliance (≥75%); participation across active committees (9/4/4 meetings) supports engagement .
- Compensation structure: Shift from per-meeting fees to annual committee retainers in 2025 improves predictability and potentially reduces meeting-driven pay variability; equity remains service-based for directors (no performance metrics) .
RED FLAGS: None disclosed—no related-party transactions; pledging/hedging prohibited; director equity is service-based without option repricing; Audit Committee independence affirmed .