[8-K] SJW Group Reports Material Event

Rhea-AI Filing Summary

H2O America (Nasdaq:SJW) filed an 8-K reporting the June 24, 2025 appointment of Megan Mattern as Chief Accounting Officer, Principal Accounting Officer and Controller, effective July 28, 2025, succeeding Ann P. Kelly.

Compensation package approved by the Executive Compensation Committee:

• Base salary: $425,000
• Target bonus: 35% of base
• Sign-on cash: $200,000
• One-time RSUs: $500,000 service-based & $175,000 performance-based
• 2025 RSUs: $114,750 service-based & $76,500 performance-based

Mattern, 44, brings two decades of regulated utility finance experience, most recently as CFO of UGI International. No other material events were disclosed.

Positive

• Appointment of experienced utility finance executive expected to strengthen internal controls and regulatory reporting
• Equity-heavy compensation structure aligns new CAO with shareholder interests

Negative

• $200,000 cash sign-on and $675,000 one-time RSUs add near-term compensation expense
• Back-to-back senior finance leadership changes could create short-term transition risk

Insights

Corporate Governance Expert

Seasoned utility CFO joins as CAO; smooth transition hinges on dual finance leadership changes.

The Board has moved quickly to strengthen its finance bench: Mattern’s utility-sector pedigree (UGI, PPL) should enhance reporting rigor ahead of rate-case cycles. Her July 28 start overlaps with Kelly’s elevation to CFO on July 1, allowing a month-long hand-off of accounting controls and SOX oversight—important given heightened regulatory scrutiny of water utilities. Governance optics are positive: equity-heavy incentives (≈61% of first-year package) align pay with shareholder value creation. Nonetheless, two senior finance changes in one quarter pose continuity risks; investors should monitor Q3 filings for early control-environment commentary and any restatement language.

Compensation Analyst

Balanced mix of cash and equity, but $200k sign-on lifts first-year cost.

Total initial outlay approaches $1.1 million: $425k salary, $149k target bonus, $200k cash sign-on and $866k in RSUs at grant-date value. Equity weight exceeds 70% when excluding the one-time cash award, signaling a long-term alignment philosophy consistent with peers. The one-time RSU tranche vests on service and performance metrics, capping dilution risk. Still, immediate P&L impact of the $200k cash and fair-value RSU expense will marginally pressure 2025 G&A. Shareholders should assess whether incremental value gained from Mattern’s expertise offsets these costs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2025

H2O America

(Exact name of registrant as specified in its charter)

Delaware

001-8966

77-0066628

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

110 West Taylor Street,

San Jose,

CA

95110

(Address of principal executive offices)

(Zip Code)

(408) 279-7800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

HTO

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

    Emerging growth company ☐    

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2025, the Board of Directors (the “Board”) of H2O America (the “Company”) appointed Megan Mattern as the Chief Accounting Officer, Principal Accounting Officer, and Controller of the Company, effective July 28, 2025. On June 24, 2025, Ms. Mattern was also appointed as the Chief Accounting Officer of San Jose Water Company, and several other subsidiaries of the Company, effective July 28, 2025. As previously disclosed, Ann P. Kelly was appointed as the Chief Financial Officer and Treasurer of the Company, effective July 1, 2025, and Ms. Mattern will replace Ms. Kelly in her role as Chief Accounting Officer and Principal Accounting Officer of the Company.

Ms. Mattern, age 44, served as Vice President and Chief Financial Officer of UGI International, a subsidiary of UGI Corporation (“UGI”) from August 2022 to July 2, 2025, as Deputy, UGI International from May 2024 to March 2025, and as Vice President and Chief Financial Officer of UGI Energy Services, LLC, a subsidiary of UGI, from November 2019 to August 2022. UGI is a publicly traded natural gas, propane, and electric power distribution company. Previously, Ms. Mattern served in various roles of increasing responsibility at subsidiaries of UGI from May 2016 to November 2019. Prior to joining UGI, Ms. Mattern served in various roles of increasing responsibility at the regulated electric and unregulated businesses of PPL Corporation from 2004 to May 2016. Ms. Mattern graduated with a M.B.A. from Wilkes University, and a B.A. in accounting from King’s College, PA.

In connection with the appointment of Ms. Mattern as Chief Accounting Officer, Principal Accounting Officer, and Controller of the Company, the Executive Compensation Committee of the Board approved the following components of her compensation: annual base salary of $425,000, and target annual incentive cash compensation of thirty-five percent (35%) of base salary.

In addition, the Executive Compensation Committee approved a one-time sign-on cash award of $200,000, and approved resolutions setting the dollar amounts represented by shares of the Company’s common stock subject to one-time service-and performance-based restricted stock unit (“RSU”) awards at $500,000 and $175,000, respectively, and shares subject to 2025 service- and performance-based RSU awards at $114,750 and $76,500, respectively, with all awards to be granted to Ms. Mattern in accordance with the terms of the Company's 2023 Long-Term Incentive Plan.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description of Documents
104			Cover Page Interactive Data File - the cover page XBRL tabs are embedded within Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			H2O AMERICA
Date: June 25, 2025			/s/ Andrew F. Walters
			Andrew F. Waters, Chief Financial Officer and Treasurer

FAQ

When will Megan Mattern become Chief Accounting Officer at SJW [[SYMBOL]]?

She will assume the role on July 28, 2025.

What is the base salary for SJW's new CAO?

Megan Mattern will receive an annual base salary of $425,000.

How large is the sign-on bonus granted to the new CAO of [[SYMBOL]]?

The Executive Compensation Committee approved a $200,000 one-time cash award.

What equity awards will the new CAO receive under the 2023 LTIP?

Mattern will receive $500,000 service-based RSUs and $175,000 performance-based RSUs, plus 2025 RSUs totaling $191,250.

Why is SJW replacing its Principal Accounting Officer?

Ann P. Kelly becomes Chief Financial Officer effective July 1, 2025; Mattern is appointed to replace her as Principal Accounting Officer.