Rebecca Klein
SJWAbout Rebecca Klein
Rebecca Armendariz Klein (age 60) is an independent director of SJW Group, serving since 2021. She is Principal of Klein Energy, LLC (founded 2006), former Chair of the Texas Public Utility Commission (2001–2004), and a former Chair of the Lower Colorado River Authority (2007–2013). She holds a JD (St. Mary’s), MBA (MIT), MA in National Security Studies (Georgetown), and BA in Human Biology (Stanford), and retired as a Lieutenant Colonel from the U.S. Air Force Reserve in 2015.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Klein Energy, LLC | Principal (founder) | 2006–present | Advises water, energy, and telecom on regulatory/market/capital matters |
| Texas Public Utility Commission | Chair/Commissioner | 2001–2004 | Led state utility regulation; rate and service oversight |
| Lower Colorado River Authority | Board Member; Chair/Vice Chair | 2007–2013 | Oversight of water, electric, hydropower systems |
| KPMG Consulting (now Deloitte) | Head, Gov’t Affairs & Industry Relations (DC) | 2000–2001 | Built government/industry relations office |
| U.S. Air Force Reserve | Lieutenant Colonel (retired) | ~1990–Jan 2015 | 25 years military service |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Avista Corp. | Director | Public | 2010–present | Northwest utility; regulated energy exposure |
| Diamondback Energy | Director | Public | 2022–present | Oil & gas E&P |
| Los Alamos Technical Associates | Board Member | Private | 2022–present | Environmental remediation/engineering |
| Texas Energy Poverty Research Institute | Founder & Director | Non-profit | 2015–present | Energy affordability |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; this includes Klein.
- Committee assignments (2024): Executive Compensation; Finance; Sustainability. Not a chair.
- Board/committee activity: Board met 11 times in 2024; each director attended ≥75% of total board and committee meetings. Committees met: Audit (9), Compensation (6), Nominating & Governance (4), Finance (7), Sustainability (4). All nominees attended the 2024 annual meeting.
- Lead Independent Director/Executive sessions: Lead Independent Director presides over executive sessions; robust independent oversight is detailed in the Board leadership framework.
Fixed Compensation
| Component | 2024 Amount | Comment |
|---|---|---|
| Fees earned/paid in cash | $114,000 | Annual retainer + meeting fees |
| Equity grant (RSUs) – grant-date fair value | $92,231 | Formulaic annual RSU grant; 1,812 shares |
| Total 2024 | $206,231 | Cash + equity value |
- 2024 structure: Board chair $100,000; other directors $75,000; Lead Independent Director +$25,000; committee chair premia (Audit $15k; Comp $12.5k; others $10k); meeting fees $1,500 per meeting.
- 2025 structure shift: No meeting fees; retainers increased—Board Chair $225,000; Lead Director $115,000; Member $90,000; 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.
Performance Compensation
| Equity Award | Detail | Vesting |
|---|---|---|
| Annual RSUs (2024 election) | 1,812 RSUs; grant-date fair value $92,231 | Vest in full upon service through the day immediately preceding the next annual meeting (or one year for interim awards); change-in-control/death/disability acceleration applies per program terms. |
Notes: Director equity is service-based RSUs (no options; no dividend equivalents) under the Formulaic Equity Award Program; 2025 added an option to defer receipt of the annual restricted stock award.
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Disclosure |
|---|---|---|
| Avista Corp.; Diamondback Energy | Public boards | Compensation Committee Interlocks: none requiring disclosure; no reciprocal directorships by SJW executives disclosed. |
| Related party transactions | — | None since Jan 1, 2024 above $120,000 involving related persons. |
Expertise & Qualifications
- Regulated utility leadership and policy: Former Chair of Texas PUC; board/leadership at Lower Colorado River Authority; energy sector board roles.
- Board skills matrix coverage: Highly regulated industry; public utility commission; executive compensation and benefits; legal/governance/risk; sustainability; safety; strategic/M&A; public policy/government relations.
- Education: JD (St. Mary’s), MBA (MIT), MA (Georgetown), BA (Stanford).
- Military leadership: 25 years, retired Lt. Colonel, USAFR.
Equity Ownership
| Metric | Value | As-of/Notes |
|---|---|---|
| Shares beneficially owned | 5,065 | As of March 24, 2025 |
| Percent of class | <1% | Based on 34,147,277 shares outstanding |
| Unvested RSUs included | 1,812 | RSUs vest with continued service to next annual meeting; included for directors other than CEO. |
| Shares pledged | None | Company states none of reported shares are pledged. |
| Hedging/Pledging policy | Prohibited for directors; no margin accounts; aligns risk with shareholders. | |
| Director stock ownership guideline | $350,000 within 5 years; must retain 50% of net vested shares until compliant. |
Governance Assessment
- Board effectiveness and independence: Klein is independent, brings deep regulatory expertise across water/energy, and serves on key oversight committees (Compensation, Finance, Sustainability), supporting risk, capital allocation, and ESG oversight. Attendance thresholds were met, and the Board maintained active cadence in 2024.
- Alignment and incentives: 2024 director pay combines cash and service-based RSUs; 2025 shifts to retainers-only (no meeting fees), which reduces activity-based pay bias and simplifies structure. Director equity must be held until ownership guideline met, with hedging/pledging prohibited—enhancing alignment.
- Conflicts/related-party exposure: No related-party transactions reported; Compensation Committee disclosed no interlocks requiring disclosure; none of Klein’s shares are pledged.
- Market signal/context: 2024 say-on-pay approval exceeded 84%, suggesting broad investor support for pay practices; the Board engages with stockholders and uses an independent compensation consultant (Mercer). While say-on-pay pertains to executives, it reflects governance quality broadly.
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, independence affirmed, attendance thresholds met. Continue to monitor multi-board workload and evolving committee responsibilities, but no issues were identified in disclosures.