W. Bryan Lewis
Essential UtilitiesAbout W. Bryan Lewis
Independent director of Essential Utilities, Inc. (WTRG) since 2022; age 48. Vice President and Chief Investment Officer at United States Steel Corporation (U.S. Steel) since 2019, with deep pension and investment oversight experience across large public funds; MBA (University of Miami) and B.S. in Economics (University of Maryland). Serves on WTRG’s Audit Committee and Risk Mitigation & Investment Policy Committee and is designated an Audit Committee Financial Expert, reinforcing board financial rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Steel | Vice President & Chief Investment Officer; President & Chair, U.S. Steel & Carnegie Pension Fund | 2019–present | Oversees global investments for DC/DB plans; fiduciary and audit oversight |
| Pennsylvania SERS | Chief Investment Officer | 2016–2019 | Managed ~$30B public pension; governance of investment risk and controls |
| SURS of Illinois | Executive Director | 2015–2016 | Managed ~$20B public pension; operational and investment leadership |
| NC Dept. of State Treasurer – Retirement Systems Division | Investment Management | 2009–2015 | Portfolio management and policy execution across state retirement assets |
External Roles
| Organization | Role |
|---|---|
| Steelworkers Pension Trust | Board of Trustees member |
| Virginia Retirement System | Advisory member to the Board |
| Financial Accounting Foundation | Director |
| John Rex Endowment | Director |
| University of North Carolina Health Foundation | Director |
| Toigo Foundation | Director |
| Institute for Private Capital | Director |
| Other public company boards | None |
Board Governance
- Independence: All directors except the CEO are independent; the Board affirmed Lewis’s independence. The company delivers natural gas to U.S. Steel under PUC-approved terms; amounts are not material to either party, supporting independence .
- Committees: Audit Committee member (financial expert) and Risk Mitigation & Investment Policy Committee member .
- Attendance: Board held 5 meetings in 2024; each director attended 100% of Board and committee meetings where eligible .
- Lead Independent Director and committee structure: Robust LID responsibilities; independent Audit, Compensation, and Governance committees .
Fixed Compensation
| Component | 2024 Program | 2025 Program |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | $110,000 |
| Annual equity grant value | $120,000 | $135,000 |
| Chair fees | Audit +$20,000; Exec Comp +$15,000; Corp Gov +$15,000; Risk +$15,000; Lead Independent Director +$30,000 | Same structure |
| Meeting fees | None; expenses reimbursed | None; expenses reimbursed |
| Director | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| W. Bryan Lewis (2024) | 105,000 | 119,996 (grant date June 20, 2024; $36.82/share under ASC 718) | 224,996 |
- Director Stock Ownership Guidelines: Directors must own shares equal to 5x the annual base cash retainer; as of Dec 31, 2024, guideline equated to 14,459 shares. Company states all directors are compliant .
Performance Compensation
- Director equity is delivered as fixed-value stock grants; no disclosed performance metrics or option awards apply to director compensation (metrics are for executives). The company’s pay-for-performance framework is robust at the executive level, indicating a strong culture of performance oversight .
| 2024 Company Performance Metric Scorecard (Executive STI basis) | Weight | 2024 Actual Attainment | Contribution to Achievement |
|---|---|---|---|
| Adjusted EPS | 35% | 150.00% | 52.50% |
| ROE | 15% | 150.00% | 22.50% |
| Safety (3 sub-metrics aggregate) | 20% | 108.57–150.00% | 25.68% |
| Customer Service (Water/Gas) | 10% | 113.50–145.50% | 12.96% |
| Compliance (4 sub-metrics aggregate) | 10% | 103.50–150.00% | 12.84% |
| Individual Goals | 10% | 100.00% | 10.00% |
| Total Achievement | — | — | 136.48% |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None |
| Business relationships | WTRG delivers natural gas to U.S. Steel under PUC-approved agreement; amounts not material to either company |
| Related person transactions | Company reports no related person transactions in 2024 |
Expertise & Qualifications
- Financial, leadership, and geographic diversity skills; Board-deemed qualified to contribute positively based on financial expertise and leadership .
- Audit Committee Financial Expert designation (†), supporting oversight of financial reporting and internal controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| W. Bryan Lewis | 6,725 | * (<1%) | Ownership table excludes RSUs/PSUs/options; address per company standard |
| Guideline compliance | Company states all directors compliant with 5x retainer guideline (14,459 shares required as of 12/31/24) | — | Directors cannot hedge or pledge; none engaged in 2024 |
Governance Assessment
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Strengths
- Independent director with strong financial credentials; Audit financial expert; serves on Audit and Risk committees, enhancing oversight of financial reporting and enterprise risk .
- Perfect attendance in 2024; signals engagement and reliability .
- No other public company directorships; minimizes overboarding risk .
- Anti-hedging/anti-pledging policy; directors required to maintain significant stock ownership, and company reports full compliance—supports alignment .
- Company’s shareholder support for executive compensation (Say-on-Pay 93.7% in 2024) indicates broad investor confidence in governance and pay practices .
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Potential conflicts and mitigants
- U.S. Steel customer of WTRG’s gas utility; Board disclosed the relationship and determined it immaterial; supports independence but warrants ongoing monitoring for any changes in scale or terms .
- Broader board interlocks reviewed (e.g., EY advisory work while another director previously employed there; immaterial and retired), suggesting vigilance on conflicts across committees including Exec Comp where those directors serve .
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Signals for investors
- Director compensation modest and equity-based, with a measured increase planned for 2025 (cash +$5k; equity +$15k); appears consistent with market benchmarking and not excessive .
- Board structure with independent committee chairs and proactive shareholder outreach aligns with governance best practices .
RED FLAGS: None specific to Lewis disclosed in 2024; no related party transactions; no hedging/pledging; attendance 100% . Continuous monitoring recommended for the U.S. Steel relationship scale and any changes in independence determinations .