UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On October 6, 2022, Connecticut Water Services, Inc. (“CTWS”) and The Connecticut Water Company (“CWC”) and Maureen Westbrook, President of CTWS and CWC and Chief Executive Officer of The Maine Water Company, entered into an amendment (the “Amendment”) to Ms. Westbrook’s Amended and Restated Employment Agreement (the “Employment Agreement”). The Amendment was approved by the Executive Compensation Committee (the “Committee”) of the Board of Directors of SJW Group (the “Company”) and the Board of Directors of CTWS on October 5, 2022. Pursuant to the Amendment, (i) the term of Ms. Westbrook’s employment under the Employment Agreement is extended from October 9, 2022 to January 31, 2023, (ii) Ms. Westbrook’s annual base salary remains at the current rate of $413,749.96 with no further reviews or increases, (iii) Ms. Westbrook’s annual bonus for the 2022 calendar year will be based on attainment of performance goals and continued service, and (iv) Ms. Westbrook is not eligible to receive an annual bonus for the 2023 calendar year.
In addition to the foregoing, the Amendment provides that Ms. Westbrook’s unvested time-based restricted stock unit awards (“RSUs”) and performance-based restricted stock unit awards (“PSUs”) shall continue to vest based on continued service and attainment of performance for PSUs. All unvested awards will be forfeited on January 31, 2023, unless otherwise approved by the Committee and the Board of Directors of CTWS. Ms. Westbrook is not eligible to receive any new equity awards.
If Ms. Westbrook’s employment is terminated without cause or by reason of disability or death prior to January 31, 2023, she will be eligible to receive severance payments and benefits as set forth in the Employment Agreement using a multiplier based on the period remaining in the extension period. She will not be eligible to receive any severance payments or benefits under certain terms of the Employment Agreement if she terminates voluntarily.
The foregoing summary is qualified in its entirety by the full texts of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated into this Form 8-K by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | Amendment Letter, effective October 6, 2022, to the Amended and Restated Employment Agreement of Maureen Westbrook. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags 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 hereunto duly authorized.
| SJW GROUP | ||||||
| Date: October 6, 2022 | /s/ James P. Lynch | |||||
| James P. Lynch, Chief Accounting Officer | ||||||