UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.     )
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oxPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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oSoliciting Material Under § 240.14a-12
SJW Corp.Group
(Name of Registrant as Specified In Its Charter)
 
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SJW CORP.Group
Notice of Annual Meeting of ShareholdersStockholders
To Be Held On April 27, 201624, 2019
To Our Shareholders:Stockholders:
Notice is hereby given that the annual meeting of shareholdersstockholders of SJW Corp.Group will be held on Wednesday, April 27, 201624, 2019 at 9:00 AM Pacific Time at the principal offices of SJW Corp.,Group, 110 W. Taylor Street, San Jose, California 95110, for the following purposes, as more fully described in the proxy statement accompanying this Notice:
1.To elect nineeight directors to serve on the Board of Directors of SJW Corp.;Group;
2.To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement;
3.To approve an amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock from 36,000,000 shares to 70,000,000 shares;
4.To ratify the appointment of KPMG LLP as the independent registered public accounting firm of SJW Corp.Group for the fiscal year 2016;ending December 31, 2019; and
3.5.To act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The Board of Directors has set the close of business on Tuesday,Monday, March 1, 20164, 2019 as the record date for determining the shareholdersstockholders entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement thereof.
You are cordially invited to attend the meeting in person. You may call our offices at (408) 918-7231 for directions to our principal offices in order to attend the meeting in person. Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible. You may vote by telephone, via the Internet or by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled "Voting Procedure" on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the meeting. If you attend the meeting and wish to change your proxy vote, you may do so automatically by voting in person.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERSTOCKHOLDER MEETING TO BE HELD ON APRIL 27, 2016:24, 2019: A COPY OF THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 20152018 ARE AVAILABLE AT http:https://www.rrdezproxy.com/2016/sjwcorp.www.proxydocs.com/SJW.

 

BY ORDER OF THE BOARD OF DIRECTORS



Eric W. Richard RothThornburg
President, Chief Executive Officer and
and Chairman of the Board

San Jose, California
March 4, 2016_, 2019


TABLE OF CONTENTS
 Page
PURPOSE OF MEETING
1
VOTING RIGHTS AND SOLICITATION
1
Voting
1
Quorum and Votes Required
21
Voting Procedure
2
Proxy Solicitation Costs
3
PROPOSAL 1-ELECTION OF DIRECTORS
4
General
4
Business Experience of Nominees
5
Experience, Qualifications, Attributes and Skills of Board Members
67
Independent DirectorsDirector Independence
9
Board Leadership Structure
910
Board's Role in Risk Oversight
10
Board Committees
1011
Evaluation of Board and Committee Performance
13
Communications with the Board
1213
Code of Ethical Business Conduct
1214
Board Meetings
1314
Compensation of Directors
1314
Recommendation of the Board of Directors
18
PROPOSAL 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION
19
General
19
Resolution
19
Recommendation of the Board of Directors
19
PROPOSAL 2-RATIFICATION3-AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
20
Introduction
20
Reasons for the Proposed Amendment
20
Effects of Stockholder Approval of Increased Authorized Shares
21
Additional Anti-Takeover Considerations
21
Votes Required
22
Recommendation of the Board of Directors
22
PROPOSAL 4-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
2023
General
2023
Principal Independent Accountants' Fees and Services
2023
Recommendation of the Board of Directors
2024
OWNERSHIP OF SECURITIES
2124
Section 16(a) Beneficial Ownership Reporting Compliance
2124
Security Ownership of Certain Beneficial Owners and Management
2124
EXECUTIVE COMPENSATION AND RELATED INFORMATION
2528
Compensation Discussion and Analysis
2528
Summary Compensation Table
4042
Grants of Plan-Based Awards
4345

Risk Assessment of Compensation Policies and Practices
4548
Outstanding Equity Awards at Fiscal Year-End
4850
Option Exercises and Stock Vested
5052
Pension Benefits
5153
Non-Qualified Deferred Compensation
5557
Pay Ratio Disclosure
57
Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements
5658
Securities Authorized for Issuance Under Equity Compensation Plans
6263
Compensation Committee Interlocks and Insider Participation
6263
COMMITTEE REPORTS
6364
Annual Report of the Audit Committee
6364
Annual Report of the Executive Compensation Committee
6364
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
6465
SHAREHOLDERSTOCKHOLDER PROPOSALS
6465
FORM 10-K
6566
OTHER MATTERS
6566
APPENDIX A - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SJW GROUP
67
 


SJW CORP.Group
110 W. Taylor Street
San Jose, California 95110
Proxy Statement for the 20162019 Annual Meeting of ShareholdersStockholders
To Be Held on April 27, 201624, 2019
The enclosed proxy is solicited on behalf of the Board of Directors of SJW Corp.,Group, a CaliforniaDelaware corporation ("SJW Corp."Group" or the "Corporation"), for use at SJW Corp.'sGroup's annual meeting of shareholdersstockholders to be held on Wednesday, April 27, 201624, 2019, at 9:00 AM Pacific Time and at any adjournment or postponement thereof. The annual meeting will be held at the principal offices of the Corporation, 110 W. Taylor Street in San Jose, California.California 95110.
These proxy solicitation materials are being mailed on or about March 16, 2016_, 2019 to all shareholdersstockholders entitled to notice of, and to vote at, the annual meeting of shareholders.stockholders. SJW Corp.'s 2015Group's 2018 Annual Report, which includes its Form 10-K for the year ended December 31, 2015,2018, accompanies these proxy solicitation materials.
PURPOSE OF MEETING
The Board of Directors has called the annual meeting of shareholdersstockholders for the following purposes:
1.To elect nineeight directors to serve on the Board of Directors of SJW Corp.;Group;
2.To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement;
3.To approve an amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock from 36,000,000 shares to 70,000,000 shares;
4.To ratify the appointment of KPMG LLP as the independent registered public accounting firm of SJW Corp.Group for the fiscal year 2016;ending December 31, 2019; and
3.5.To act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The Board of Directors asks for your proxy for each of the foregoing proposals.proposals, and in the case of Proposal 1, for each of the director nominees.
VOTING RIGHTS AND SOLICITATION
Voting
Only shareholdersstockholders of record on March 1, 2016,4, 2019, the record date, will be entitled to notice of, and to vote at, the annual meeting. As of the close of business on March 1, 2016,4, 2019, there were 20,418,12728,431,124 shares of common stock issued and outstanding.
Each share of common stock is entitled to one vote on each matter presented at the meeting, except in connection with the election of directors where shareholders are entitled to cumulate votes. When shareholders are entitled to cumulate votes, every shareholder, or his or her proxy, may cumulate his or her votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares owned by such shareholder. Alternately, a shareholder may distribute his or her votes on the same principle among as many candidates as he or she thinks fit. For example, assume you have 100 shares. There are nine directors to be elected at the annual meeting so you have a total of 9 x 100 = 900 votes. You could give all 900 votes to one nominee, or 300 votes to each of three nominees, or 100 votes to each of the nine nominees. No shareholder or proxy, however, shall be entitled to cumulate votes unless: (1) the candidate(s) has been placed in nomination prior to the voting, and (2) the shareholder has given written notice to the chairman at the meeting prior to any voting that the shareholder intends to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The Board of Directors seeks, by your proxy, the authority to cumulate votes among the directors listed in Proposal 1 in the manner determined by the proxy holder in his or her discretion in the event that any shareholder invokes cumulative voting. The nine nominees receiving the highest number of votes will be elected directors.meeting.

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Quorum and Votes Required
A majority of the Corporation's outstandingvoting power of all shares of common stock issued and outstanding and entitled to vote must be present in person or represented by proxy at the annual meeting in order to constitute a quorum.  Abstentions and broker non-votes (shares held of record by brokers for which the required voting instructions are not provided by the beneficial owners of those shares) are included in the number of shares present for purposes of determining whether a quorum is present for the transaction of business.business at the annual meeting.  If a broker or other nominee holds shares in its name on behalf of a shareholder,stockholder, the broker or nominee is not permitted to vote those shares on Proposal 1 and Proposal 2 in the absence of voting instructions from that shareholder.stockholder. The broker or nominee is permitted to vote on Proposal 23 and Proposal 4 in the absence of voting instructions from the shareholders,stockholders, therefore the Corporation does not expect any broker non-votes for Proposal 2.3 and Proposal 4.
For Proposal 1, directors areeach director nominee is elected by a pluralitymajority of the votes cast with respect to the director, i.e., the number of votes therefore“for” the nine director nominees receivingexceeds the highest number of affirmative votes “against” the director. Our Amended and Restated Bylaws (the “Bylaws”) provide that any incumbent director who does not receive the required majority votes at the annual meeting will promptly tender his or her resignation to the Board, and the Board, after considering the recommendation of the Nomination & Governance Committee regarding such resignation, shall determine

whether to accept or reject the resignation. For a more detailed description of the majority voting process, see "Proposal 1-Election of Directors-General." Abstentions and broker non-votes are not considered votes cast and will not be elected. Broker non-votes will have no effect oncounted for Proposal 1.
Proposal 2 requires for approval the affirmative vote of (i) a majority of the shares of common stockstockholders present in person or represented by proxy and voting at the annual meeting and (ii)entitled to vote. As a majorityresult, abstentions will have the same effect as voting against Proposal 2. For Proposal 2, broker non-votes will not be included in the calculation of votes because they are not considered as shares "entitled to vote" on the proposal. In addition, the stockholder vote on executive compensation in Proposal 2 is an advisory vote only, and it is not binding on the Corporation. Although the vote is non-binding, the Board of Directors and the Executive Compensation Committee will consider the outcome of the shares of common stock required to constitute a quorum. Abstentions will have no effect on determining whethervote when making future compensation decisions affecting the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the annual meeting. However,Corporation’s executive officers.     
Proposal 3 requires for approval of Proposal 2 also requires the affirmative vote of a majority of the shares necessaryof our common stock outstanding and entitled to constitutevote at the Annual Meeting. As a quorum, and thereforeresult, abstentions could preventwill have the approval ofsame effect as voting against Proposal 2 because they3. As discussed above, we do not countexpect broker non-votes in Proposal 3.
Proposal 4 requires for approval the affirmative vote of a majority of stockholders present in person or represented by proxy at the meeting and entitled to vote. As a result, abstentions will have the same effect as affirmative votes.voting against Proposal 4. As discussed above, we do not expect broker non-votes in Proposal 4.
Voting Procedure
ShareholdersStockholders of record may vote via the Internet, by telephone, by mailing a completed proxy card prior to the annual meeting, by delivering a completed proxy card at the annual meeting, or by voting in person at the annual meeting. Instructions for voting via the Internet or by telephone are set forth on the enclosed proxy card. The Internet and telephone voting facilities will close at 11:59 PM Eastern Time on April 26, 2016.23, 2019. If the enclosed form of proxy is properly signed, dated and returned, the shares represented thereby will be voted at the annual meeting in accordance with the instructions specified thereon. If voting instructions are not specified on the proxy, the shares represented by that proxy (if that proxy is not revoked) will be voted at the annual meeting FOR the election of each of the director nominees listed in Proposal 11; FOR the advisory resolution to approve the compensation of the named executive officers as disclosed in this proxy statement in Proposal 2; FOR the amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock as described in Proposal 3; and FOR the ratification of the appointment of KPMG LLP as the independent registered public accounting firm as described in Proposal 2,4, and as the proxy holder may determine in his or her discretion with respect to any other matter that properly comes before the annual meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
You may revoke your proxy at any time before it is actually voted at the meeting by:
Delivering written notice of revocation to the Corporate Secretary at SJW Corp.,Group, 110 W. Taylor Street, San Jose, California 95110;
Submitting a later dated proxy; or
Attending the meeting and voting in person.
Your attendance at the meeting will not, by itself, constitute a revocation of your proxy.

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You may also be represented by another person present at the meeting by executing a form of proxy designating that person to act on your behalf. Shares may only be voted by or on behalf of the record holder of shares as indicated in the stock transfer records of the Corporation. If you are a beneficial owner of shares, but those shares are held of record by another person such as a stock brokerage firm or bank, then you must provide voting instructions to the appropriate record holder so that such person can vote those shares. In the absence of such voting instructions from you, the record holder may not be entitled to vote those shares.

Proxy Solicitation Costs
The Corporation will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy, and any additional solicitation materials that the Corporation may provide to shareholders.stockholders. Copies of solicitation materials will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. The Corporation will reimburse the brokerage firms, fiduciaries and custodians holding shares in their names for reasonable expenses incurred by them in sending solicitation materials to its beneficial shareholders.stockholders. The solicitation of proxies will be made by regular or first class mail and may also be made by telephone, telegraph, facsimile, electronic mail or personally by directors, officers and employees of the Corporation who will receive no extra compensation for such services. In addition, the Corporation has retained Georgeson LLC to act as a proxy solicitor in conjunction with the annual meeting. The Corporation has agreed to pay that firm $7,500, plus expenses, for proxy solicitation services.


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PROPOSAL 1
ELECTION OF DIRECTORS
General
NineEight directors, which constitutes and will constitute the entire Board of Directors (the "Board") following the annual meeting, are to be elected at the annual meeting to hold office until the next annual meeting andor until a successor for such director is elected and qualified, or until the death, resignation or removal of such director. Mr. Mark Cali,The Corporation's Bylaws provide a current membermajority voting standard for the election of directors in uncontested elections. The election of directors at the annual meeting is uncontested, therefore under the Bylaws, each of the eight nominees set forth in this proxy statement will be elected by the majority of the votes cast with respect to such nominee. If an incumbent director does not receive the required majority vote, the director shall promptly tender his or her resignation to the Board. Within 90 days after the annual meeting, the Nominating & Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation. The Board will act by taking into account such committee’s recommendation. If the Board does not accept the resignation, the Board is not standing for reelection as a nominee for director atrequired to publicly disclose its decision and the annual meeting,rationale behind the decision. For more detail about the majority voting standard, see our Bylaws which were filed with the Securities and Debra Man is a new board nominee.Exchange Commission (the "SEC").
Unless individual shareholdersstockholders specify otherwise, each returned proxy will be voted FOR the election of each of the nineeight nominees who are listed below, each of whom has been nominated by the existing Board of Directors upon the recommendation of the Nominating & Governance Committee. Debra Man was recommended as a nominee by Walter J. Bishop. All other nominees are current directors of SJW Corp.,Group, San Jose Water Company, a wholly owned subsidiary ("San Jose Water Company" or "SJWC"), and SJW Land Company, another wholly owned subsidiary of SJW Corp.Group. SJW Corp.Group intends to appoint all persons elected as directors of SJW Corp.Group at the annual meeting to be the directors of San Jose Water Company and SJW Land Company for a concurrent term. It is anticipated that fivefour of the individuals elected as directors of SJW Corp.Group at the annual meeting will also be appointed as directors of SJWTX, Inc. and Texas Water Alliance Limited, two, a wholly owned subsidiariessubsidiary of SJW Corp.,Group, for a concurrent term.
In the unanticipated event that a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee named by the present Board of Directors to fill the vacancy. As of the date of this proxy statement, SJW Corp.Group is not aware of any nominee who is unable or will decline to serve as a director.

The following sets forth certain information concerning the nominees for directors of SJW Corp.:Group:
Name Age 
Director
Since 
 
Position with
the Corporation 
 Standing Committee Membership
Katharine Armstrong 66
 2009  Director Executive Compensation Committee Nominating & Governance Committee (Chair)
Walter J. Bishop 67
 2012  
Director

 
Executive Compensation Committee
Nominating & Governance Committee
Sustainability Committee (Chair)
Douglas R. King 76
 2003  Director Audit Committee (Chair)
Nominating & Governance Committee Finance Committee
Gregory P. Landis 68
 2016  Director 
Audit Committee
Executive Compensation Committee
Finance Committee
Debra C. Man 65
 2016  Director 
Audit Committee
Sustainability Committee
Daniel B. More 62
 2015  Director 
Audit Committee
Executive Compensation Committee (Chair)
Finance Committee (Chair)
Sustainability Committee
Eric W. Thornburg 58
 2017  President, Chief Executive Officer and Chairman of the Board  
Robert A. Van Valer 69
 2006  Director Nominating & Governance Committee
Name Age 
Director
Since 
 
Position with
the Corporation 
 Committee Membership
Katharine Armstrong 63
 2009  Director Executive Compensation Committee Nominating & Governance Committee (Chair)
Walter J. Bishop 64
 2012  
Director

 
Audit Committee
Nominating & Governance Committee Real Estate Committee
Douglas R. King 73
 2003  Director Audit Committee (Chair) Nominating & Governance Committee
Debra Man 62
 N/A  Nominee for Director N/A
Daniel B. More 59
 2015  Director Audit Committee
Ronald B. Moskovitz 72
 2010  Director 
Audit Committee
Executive Compensation Committee (Chair)
George E. Moss 84
 2009(1) Director Nominating & Governance Committee
W. Richard Roth 63
 1994  President, Chief Executive Officer and Chairman of the Board Real Estate Committee
Robert A. Van Valer 66
 2006  Director Nominating & Governance Committee
_______________
(1)Mr. Moss was a Board member of the Corporation from 1985 until April 30, 2008 and was re-elected on May 6, 2009.

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Business Experience of Nominees
Katharine Armstrong, PresidentChairman of the Advisory Board of Natural Resources Solutions ("NRS"(“NRS”) since 2008.2017. Ms. Armstrong was the President of NRS from 2008 until 2017 and the President of Katharine Armstrong, Inc. from 2003 until 2014. Ms. Armstrong founded NRS in 2008, an Austin, Texas based company that works in partnership with universities, agencies of state and federal government, stakeholder groups and others to identify and implement positive solutions to environmental challenges created by regulatory mandates. Ms. Armstrong also served as a director of Uranium Energy Corp. from June 2012 until June 2014.2014 and is a former Chairman of the Texas Parks and Wildlife Commission.
Walter J. Bishop, Principal in Walter Bishop Consulting, a firm dedicated to utility management, leadership development, and strategic and business planning since 2010.  Mr. Bishop was the General Manager and acted as the Chief Executive Officer of the Contra Costa Water District (the "District") from September 1992 until 2010.  The District serves 600,000 customers in Northern California'sCalifornia’s Contra Costa County.  From 1983 until 1992, he worked for the East Bay Municipal Utility District in Northern California, including serving as its General Manager.  Mr. Bishop has served as a Board Member, Chairman and Officer of numerous water industry organizations dedicated to water supply and utility management.  Mr. Bishop is a registered civil engineer in the State of California, and holds a Bachelor of Science in Civil Engineering from Duke University and a MastersMaster’s Degree in Public Administration from Pepperdine University.
Douglas R. King, Retired as an audit partner of Ernst & Young LLP in 2002.  During his career, Mr. King was the audit partner onfor large, complex public registrants,companies, and he managed Ernst & Young'sYoung LLP’s San Francisco office, and had regional managingmanagement responsibilities.  He also currenly serves as a director of Adaptive Spectrum & Signal Alignment, Inc. and Silicon Graphics International Corp.since 2005. He served as a director of Marvell Technology Group, Ltd. from April 2004 until October 2007, Fuel Systems Solutions, Inc. from April 2006 until July 2010, Silicon Graphics International Corp. from February 2008 until November 2016, and Westport Innovations, Inc. from January 2012 until November 2015.  Mr. King is a Certified Public Accountant withand holds a MastersMaster’s Degree in Business Administration from the University of Arkansas.

Gregory P. Landis, Counsel to Yarmuth, LLP since April 2016. Mr. Landis served as General Counsel and Senior Vice President of TerraPower, LLC from January 2013 until January 2015 and Senior Advisor from January 2015 until December 2018. Mr. Landis also served as a director of Unwired Planet, Inc. from 2013 to 2015. He was General Counsel and then Senior Legal Advisor of Intellectual Ventures from November 2007 until December 2012. Previously, Mr. Landis served as the General Counsel and Executive Vice President of Vulcan, Inc. from 2005 to 2007, and from 1995 to 2005 was the General Counsel of AT&T Wireless Services, Inc., where he also served as Executive Vice President and Corporate Secretary. From 1985 until 1995, Mr. Landis was a partner at the law firm McCutchen, Doyle, Brown & Enersen. Mr. Landis holds a Juris Doctor, cum laude, from Harvard Law School, and a Bachelor of Arts in Psychology, magna cum laude, from Yale University.
Debra C. Man, Retired as the Assistant General Manager and Chief Operating Officer at The Metropolitan Water District of Southern California ("Metropolitan"(“Metropolitan”) in June 2017. She held such positions since December 2003.  Metropolitan is a wholesale water utility that provides water to a six-county service area in which over 19 million people reside.  She iswas responsible for managing the operational business functions of Metropolitan, including operations, engineering, water resource management, and budget and regulatory compliance.  Ms. Man hashad been with Metropolitan since 1986.  Ms. Man is a registered engineer in California and Hawaii and holds a Bachelor of Science in Civil Engineering from University of Hawaii and a MastersMaster’s Degree in Civil Engineering from Stanford University.
Daniel B. More, Retiredas a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley in 2014. He held such position since 1996. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. Mr. More currently serves as a Senior Advisor to Guggenheim Securities since November 2015 and as a director of Clearway Energy, Inc. since February 2019. He servesserved as a director of Saeta Yield sincefrom February 2015 until July 2018 and served as a director of the New York Independent System Operator from April 2014 until February 2016. Mr. More received his B.A.holds a Bachelor of Arts in economicsEconomics from Colby College in 1978 and hisa Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania in 1983.Pennsylvania.
Ronald B. Moskovitz, Counsel to Morgan, Lewis & Bockius LLP since October 2008. He was a partner at Morgan, Lewis & Bockius LLP from 2003 until October 2008. Prior to 2003, he was a partner at Brobeck, Phleger & Harrison LLP, where at various times he was a member of its management committee and headed its Corporate Group and its Mergers and Acquisitions Group. Mr. Moskovitz's practice has emphasized on mergers, acquisitions and corporate finance. Mr. Moskovitz received his J.D., magna cum laude, from Harvard University in 1968, and his B.A., cum laude and Phi Beta Kappa, from Williams College in 1965.
George E. Moss, Chairman of Roscoe Moss Manufacturing Company, manufacturer of water well casing and screen and water transmission pipe, since May 2010 and Vice Chairman from 1990 to May 2010. Mr. Moss was formerly President of the Roscoe Moss Company until 1990. Mr. Moss was a Board member of the Corporation from 1985 until April 30, 2008 and was re-elected on May 6, 2009.
Eric W. Richard Roth,Thornburg, President and Chief Executive Officer of SJW Group and SJW Land Company and Chief Executive Officer of San Jose Water Company and SJWTX, Inc. since November 6, 2017, and Chairman of the Board of the Corporation,SJW Group, San Jose Water Company, SJW Land Company and SJWTX, Inc. since April 25, 2018. Prior to joining the Corporation, Mr. Roth is also theThornburg served as President and Chief Executive Officer of Connecticut Water Service, Inc. (“CTWS”) since 2006, and Chairman of the Board of TexasCTWS since 2007. Mr. Thornburg served as President of Missouri-American Water, Alliance Limited. Mr. Roth was appointed Chief Executive Officera subsidiary of SJW Corp. in

5

1999 and President in 1996. Prior to becoming President, he was Chief Financial Officer and Treasurer of theAmerican Water Works Corporation from 19902000 to 19962004. From July 2004 to January 2006, he served as Central Region Vice President-External Affairs for American Water Works Corporation. Mr. Thornburg holds a Bachelor of Arts in Biology and Vice PresidentSociety from April 1992 until October 1996.Cornell University and a Master’s Degree in Business Administration from Indiana Wesleyan University.
Robert A. Van Valer, President of Roscoe Moss Manufacturing Company, manufacturer of water well casing and screen and water transmission pipe, since 1990. Mr. Van Valer served as Vice President from 1984 until 1990 and previously managed domestic and international water well construction projects since joining Roscoe Moss Manufacturing Company in 1977. Mr. Van Valer has served as a Director Emeritus of the American Ground Water Trust since 2005 and as a Director Emeritus of the Groundwater Resources Association of California since 2017. Mr. Van Valer holds a Bachelor of Science in Finance from the University of Arizona and a Master of International Management from the Thunderbird School of Global Management.
No nominee or current director has any family relationship with any other current director, nominee or with any executive officer. Other than Mr. Roth,Thornburg, whose employment relationships with SJW Corp.Group and its subsidiaries are described above, no nominee is or has been employed by SJW Corp.Group or its subsidiaries during the past five years.

Experience, Qualifications, Attributes and Skills of Board Members
The biographies included above and the following table describe the particular experience, qualifications, attributes orand skills that led the Board of Directors to conclude that each continuing director and nominee should serve as a director of SJW Corp.Group at this time, in light of its business and structure (in addition to any past experience on the Board of Directors of SJW Corp.Group and its subsidiaries):
Name 
 
Particular Experience, Qualifications, Attributes orand Skills 
Katharine Armstrong The principal experience, qualifications and skills that Ms. Armstrong brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, its administration of executive officer compensation programs through the Executive Compensation Committee, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Chairman of the Armstrong Center for Energy and the Environment since 2009, a Texas public policy foundation
    
  -Chairman of the Advisory Board and Past President of Natural Resources Solutions, since 2008, an environmental consulting company based in Austin, Texas
    
  -
Former Chairman of the Texas Parks and Wildlife Commission 2nd largest wildlife agency in the United States
    
  -Extensive experience in a wide variety of natural resource regulatory policy, including water
-Member of the Board of Directors of the Texas Watershed Management Foundation
    
  -Participated in the formulation of a Land and Water Resources Conservation Plan, a strategic plan mandated by the Texas Legislature
    
  -Past President and current Board member of Texan by Nature, a state-wide conservation initiative founded by Laura Bush, former First Lady of the United States
    
  -Active in the State of Texas where the Corporation conducts business operations through its wholly owned subsidiary, SJWTX, Inc.
    
Walter J. Bishop The principal experience, qualifications and skills that Mr. Bishop brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Extensive experience leading and managing major water utilities in the United States with over one million customers
    
  -Nationally recognized leader and engineer in the water and wastewater industry for over 40 years and received awards from numerous organizations for his commitment to water issues and policy
    

6

Name
Particular Experience, Qualifications, Attributes or Skills
  -MemberFormer member of the American Water Works Association's ("AWWA") Board of Directors and Executive Committee and served on the Water Utility Council, International Council and Strategic Planning Committee
    
  -Past Chair of the Water Research Foundation and member of the Board of Trustees for 12 years
    
  -Two-term member of the National Drinking Water Advisory Council which is chartered by Congress to advise the U.S. Environmental Protection Agency on national drinking water policy
    

Name
 -Member of Aspen Institute expert panel on Water Infrastructure Sustainability
Particular Experience, Qualifications, Attributes and Skills
Douglas R. King The principal experience, qualifications and skills that Mr. King brings to the Board of Directors contribute to the Board's oversight of the Corporation's financial reporting requirements and corporate governance. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
  
-Accounting, finance and audit experience, including his experience at Ernst & Young LLP from 1970 until 2002
    
  -Serves as the Corporation's "audit committee financial expert" as defined in Securities and Exchange CommissionSEC rules
    
  -Experience serving on the BoardBoards and Audit CommitteeCommittees of various publicly-traded companies
    
  -Experience in managing 400 employees at Ernst & Young LLP from 1998 until 2002
    
Gregory P. LandisThe principal experience, qualifications and skills that Mr. Landis brings to the Board of Directors contribute to the Board's oversight of the Corporation's reporting and compliance requirements, corporate governance, and consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
-Legal, corporate governance, and mergers and acquisitions experience, including nearly 20 years' experience as chief legal officer for public and private corporations and over 18 years in commercial litigation
-Utility regulatory experience before the California Public Utilities Commission and the Federal Energy Regulatory Commission
-Leadership of government relations functions at public and private companies
-Experience serving on the Board of Directors, chairing the Nomination and Governance Committee and serving on special committees of another publicly traded corporation
-Service on various non-profit Boards, including as Board Chair, Finance Committee Chair, and Strategic Planning Co-Chair
-Service on various executive committees, including Compensation and Benefits, Business Ethics, and Recruiting
Debra C. Man The principal experience, qualifications and skills that Ms. Man would bringbrings to the Board of Directors would contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry and its management of its water supply. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Experience in managing utility operations and capital investments, including managing an annual budget of over $1.4 billion
    
  -Experience as an executive officer responsible for compliance with federal and state drinking water quality regulations and workforce safety laws
    
  -Experience negotiating labor contracts
    
  -Experience maintaining over 100,000 acres of properties for operational use by a utility
    

Name
Particular Experience, Qualifications, Attributes and Skills
Daniel B. More The principal experience, qualifications and skills that Mr. More brings to the Board of Directors contribute to the Board's oversight of the Corporation's financial reporting requirements and consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Over 30 years of experience in investment banking, including capital raising, privatizations, and mergers and acquisitions with specialization in the utility sector since 1986
    
  -Experience and knowledge in business strategy, strategic initiatives, corporate governance, and executive recruiting
    
  -Experience and knowledge of utility regulation, cost of capital proceedings and the rate making process
    

7

Name
Particular Experience, Qualifications, Attributes or Skills
Ronald B. MoskovitzEric W. Thornburg The principal experience, qualifications and skills that Mr. MoskovitzThornburg brings to the Board of Directors contribute to the Board's oversight of the Corporation's financial reporting requirements, corporate governance,operations in a heavily-regulated industry, its administrationmanagement of executive officer compensation programs through the Executive Compensation Committee,its water supply, and consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
-Extensive experience in corporate legal practice for over 40 years with major law firms in Northern California, including work in corporate finance, public company reporting and transactional work
-Experience on the Corporation's Audit Committee and Executive Compensation Committee
-Familiarity with the business and affairsexecution of the Corporation based on many years of legal representation prior to his retirement from active practice in 2008
-Law firm management experience
George E. MossThe principal experience, qualifications and skills that Mr. Moss brings to the Board of Directors relate primarily to his long years of experience in the water industry that allow him to contribute to the Board's oversight of the Corporation's operations, through its wholly owned subsidiaries San Jose Water Company and SJWTX, Inc., in that heavily-regulated industry.overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Over 6030 years of leadership experience in groundwater development,the investor owned water well design, water treatment,utility profession across ten states and sustainabilitycurrently serving as the President and Chief Executive Officer of the Corporation with intimate knowledge and experience with our day-to-day operations
    
  -Over 30 years experience in theServed as President and Chief Executive Officer of another publicly traded water utility industryfor over eleven years, including ten years as Board Chair
    
  -ExperienceServed as President of the National Association of Water Companies ("NAWC") in 2011 and knowledge in executive compensation, mergers and acquisitions, and strategic initiativesas a Director for over a decade
    
  -Recipient of the Oliver Award from the National Groundwater Association for lifetime contributions to the field of groundwater development
Mr. Moss hasCurrently serving as a substantial economic interest in the Corporation through his beneficial ownership of approximately 9.3 percent of the outstanding shares of the Corporation's common stock.
W. Richard RothThe principal experience, qualifications and skills that Mr. Roth brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, and the Corporation's execution of its overall strategy. Such experience, qualifications and skills may be summarized as follows:
-Current President, Chief Executive Officer and Chairman of the Board of the Corporation and has been an officer of the Corporation since 1990
-Former President of the National Association of Water Companies and Trustee of the Water Research Foundation
    
-Certified public accountant with over 10 years of experience with KPMG LLP, a registered public accounting firm
-Significant experience and knowledge in strategic initiatives, real estate, and corporate governance
Mr. Roth is also active in the San Jose community and contributes to the Board's goal of establishing significant relationships between the Corporation and the leaders of local communities.

8

Name
Particular Experience, Qualifications, Attributes or Skills
Robert A. Van Valer The principal experience, qualifications and skills that Mr. Van Valer brings to the Board of Directors relate primarily to his substantial experience in the water industry that allows him to contribute to the Board's oversight of the Corporation's operations, through its wholly owned subsidiaries San Jose Water Company and SJWTX, Inc., in that heavily-regulated industry. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
    
  -Over 3840 years of water industry experience, including water well construction, domestic and foreign, and manufacturing operations and management for water well casing and screen and water transmission pipe
    
  -President since 1990 of Roscoe Moss Manufacturing Company, supplier to municipal, state and federal water projects and investor owned utilities in the western United States
    
  -Participation in several industry non-profit and educational organizations and groundwater associations
Independent DirectorsDirector Independence
The Board of Directors has affirmatively determined that each of its directors who served during the 20152018 fiscal year, current directors and nominees, other than Eric W. Richard Roth, SJW Corp.'sThornburg, the Corporation's President, Chief Executive Officer and Chairman of the Board President and Chief Executive Officer,W. Richard Roth, who served as a director of the Corporation until the 2018 annual stockholder meeting, is independent within the meaning of the New York Stock Exchange director independence standards, as currently in effect.

In connection with the determination of independence for Robert A. Van Valer and George E. Moss (who served as a director of the Corporation until the 2018 annual stockholder meeting), the Board of Directors considered the Corporation's relationship with Roscoe Moss Manufacturing Company an intermittent("RMMC"), a supplier of the Corporation and its subsidiaries. Mr. Moss is Chairman of the Board and a significant shareholderstockholder of RMMC and Mr. Van Valer is the President and a shareholderstockholder of Roscoe Moss Manufacturing Company. Roscoe Moss Manufacturing CompanyRMMC. RMMC sold Rossum Sand Tester equipment and associated repair parts to San Jose Water Company, the Corporation's wholly owned subsidiary, for an aggregate price of approximately $6,029$1,325 in 2013, $3,8402016, $8,191 in 20142017, and $1,596$0 in 2015.2018. In addition, Roscoe Moss Manufacturing CompanyRMMC sold conductor casing, well casing and screen and gravel and sounding pipe for water wells with an aggregate price of approximately $927,162$1,326,329 in 20132016, approximately $554,093 in 2017, and approximately $450,606$0 in 20142018 to contractors for use in San Jose Water CompanyCompany's well replacement construction projects. The Board of Directors concluded that the Corporation's relationship with Roscoe Moss Manufacturing CompanyRMMC is not a material relationship and therefore would not impair the independence of Mr. Van Valer and Mr. Moss in light of the fact that the aggregate sales of Roscoe Moss Manufacturing CompanyRMMC to the Corporation and contractors for use in San Jose Water Company construction projects were equal to or less than one and a halftwo percent of Roscoe Moss Manufacturing Company'sRMMC's gross revenues in 2013, 2014,2016, 2017, and 2015,2018 and Mr. Van Valer and Mr. Moss expectexpects that direct and indirect purchases of products from Roscoe Moss Manufacturing CompanyRMMC will be less than two percent of its revenue in future years.
The Board of Directors has determined that the members of the Audit Committee and the members of the Executive Compensation Committee also meet the additional independence criteria promulgated by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the New York Stock Exchange for audit committee membership and executive compensation committee membership, respectively.
Board Leadership Structure
Board structures vary greatly among U.S. public corporations, and the Board does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chair and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances.
The positionsposition of Chairman is currently held by Eric W. Thornburg, President and Chief Executive Officer are held by W. Richard Roth.of SJW Group. The Board also appointed Robert A. Van Valer, an independent director, as the lead independent directorLead Independent Director of the Board. The Board of Directors believes that combining the Chair and Chief Executive Officer positions and having a lead independent

9

director is the appropriate leadership structure for the Corporation at this time. Combining the Chair and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and value creation. The Board believes that Mr. Roththe Chief Executive Officer is in an optimal position to identify and to lead Board discussions on important matters related to business operations. The Board believes this leadership structure is particularly appropriate for the Corporation at this time given Mr. Roth's long tenure with the Corporation, hisThornburg's many years of experience in managing the Corporationcompanies in the regulated water utility industry and his familiarity with the challenges and intricacies of suchthe regulatory environment.
As the lead independent director,Lead Independent Director, Mr. Van Valer assumes the following duties and responsibilities: (i) advise and consult with the Chair regarding the information provided to directors in connection with Board meetings,meetings; (ii) ensure that independent directors have adequate opportunities to meet and discuss issues in executive sessions or at separate meetings without management being present and preside at such executive sessions and meetings,meetings; (iii) serve as principal liaison between the independent directors and the Chair,Chair; (iv) chair the meetings of the Board when the Chair is not present,present; and (v) respond directly to shareholdersstockholders and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.
The Board believes that this leadership structure provides strong, unified leadership of the Corporation while maintaining effective and independent oversight of management. Nevertheless, the Board will continue to consider from time to time whether the newthis leadership structure should be maintained or modified.
Board's Role in Risk Oversight
The Corporation has implemented an internal risk assessment process that focuses on the principal risks that have been identified for the Corporation, including risks associated with the Corporation's regulatory environment, business operations and continuity, compliance requirements, its information technology and data storage and retrieval facilities, insurance coverage, liquidity, credit and other financial risks, internal controls over financial reporting, risks related to potential fraudulent activities and any material risks posed by the Corporation's

compensation policies. Potential risks are reviewed and discussed by the Board of Directors on a regular basis. The Audit Committee, pursuant to its charter, meets periodically with employees to discuss the identified risks and the measures taken to control, manage and mitigate those risks. On the basis of these meetings and discussions, the Chairman of the Audit Committee reports periodically to the full Board. In addition, the Executive Compensation Committee oversees risk management as it relates to the compensation plans, policies and practices for all employees, including executive officers, particularly whether the compensation programs may create incentives for employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.Corporation. The Nominating and& Governance Committee monitors the effectiveness of the corporate governance guidelines and policies and manages risks associated with the independence of the Board of Directors and qualification of directors and nominees for directors.
Board Committees
The Board of Directors has a standing Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Finance Committee and Sustainability Committee. The Board of Directors dissolved the Real Estate Committee.Committee in April 2017. The Board has the authority to form additional committees, and has done so from time to time, to address matters specifically identified by the Board.
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the "Exchange Act").Act. The Audit Committee assists the Board of Directors in its oversight of the integrity of the financial reports and other financial information provided by the Corporation to any governmental body or the public, the Corporation's compliance with legal and regulatory requirements, the Corporation's systems of internal controls, the qualifications and independence of the independent accountants, and the quality of the Corporation's accounting and financial reporting processes generally. The Audit Committee reviews significant accounting policies and the financial results with management and the independent accountants. Ms. Man and Messrs. King, Bishop,Landis, and More and Moskovitz are the current Audit Committee members.members, and Mr. King serves as the Chair of the Audit Committee. These members are independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the New York Stock Exchange with respect to audit committee members. The Board of Directors has determined that Mr. King is an "audit committee financial expert" as defined in SecuritiesSEC rules and Exchange Commission rules.all committee members are financially literate. The Audit Committee held eight meetings during fiscal year 2015.2018. The Audit Committee has a written charter which may be found at the Corporation's website at www.sjwcorp.com.www.sjwgroup.com.

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Executive Compensation Committee
The Executive Compensation Committee assists the Board of Directors in its responsibilities with respect to the compensation of the Corporation's executive officers and other key employees, and administers all employee benefit plans, including the Corporation's Long-Term Incentive Plan, Executive Officer Short-Term Incentive Plan and other incentive plans that may be adopted by the Corporation. The Executive Compensation Committee is also authorized to approve the compensation payable to the Corporation's executive officers and other key employees, approve all perquisites, equity incentive awards and special cash payments made or paid to executive officers and other key employees, and to approve severance packages with cash and/or equity components for the executive officers and other key employees. Additionally, the Executive Compensation Committee reviews and recommends to the Board of Directors appropriate director compensation programs.
The Executive Compensation Committee retained Mercer (US), Inc. to serve as the committee's independent compensation consultant and provide advice on executive officer and director compensation for the 20152018 fiscal year. The role of such consultant, the nature and scope of the consultant’s assignments and the material elements of the instructions or directions given to the consultant with respect to the performance of its duties are more fully set forth below in the section entitled "Compensation Discussion and Analysis." The consultant only provided advice or recommendations on executive officer and director compensation matters in 2015. No additional services were provided by the consultant or any affiliate to SJW Corp. or its subsidiaries in 2015.
Ms. Armstrong and Messrs. CaliBishop, Landis, and MoskovitzMore are the current members of the Executive Compensation Committee, and Mr. More serves as the Chair of the Executive Compensation Committee. TheseEach of these members areis independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the New York Stock Exchange with respect to compensation committee members. The Executive Compensation Committee held fiveseven meetings during fiscal year 2015.2018. The Executive Compensation Committee has a written charter which may be found at the Corporation's website at www.sjwcorp.comwww.sjwgroup.com.

Nominating & Governance Committee
The Nominating & Governance Committee is charged by the Board of Directors with reviewing and proposing changes to the Corporation's corporate governance policies, developing criteria for evaluating performance of the Board of Directors, determining the requirements and qualifications for members of the Board of Directors and proposing to the Board of Directors nominees for the position of director of the Corporation. Ms. Armstrong and Messrs. Bishop, King, Moss, and Van Valer are the current Nominating & Governance Committee members.members, and Ms. Armstrong serves as the Chair of the Nominating & Governance Committee. The Board of Directors has determined that all of the members of the Nominating & Governance Committee are independent as defined under the independence standards for nominating committee members in the listing standards for the New York Stock Exchange. The Nominating & Governance Committee held fourfive meetings during fiscal year 2015.2018. The Nominating & Governance Committee has a written charter and Corporate Governance Policies, which may be found at the Corporation's website at www.sjwcorp.com.www.sjwgroup.com. Upon recommendation of the Nominating & Governance Committee, the Board approved Corporate Governance Policies that set forth additional principles and procedures regarding the functions, responsibilities and other governance matters of Board and its committees and members. Such Corporate Governance Policies may be found at the Corporation's website at www.sjwgroup.com.
The Board of Directors has approved the "Policies and Procedures of the Nominating & Governance Committee for Nomination for Directors" (as amended the "Policies and Procedures"). The Policies and Procedures specify director selection criteria for the Nominating & Governance Committee to consider and the procedures for identifying and evaluating director candidates for the Nominating & Governance Committee to follow when executing its duty to recommend director nominees at the annual meeting of shareholders.stockholders. The Policies and Procedures also specify steps a shareholderstockholder must take in order to properly recommend director candidates which the Nominating & Governance Committee will consider. All candidates for director must generally meet the criteria set forth in the Policies and Procedures, a copy of which canmay be found at the Corporation's website at www.sjwcorp.com.www.sjwgroup.com.
The criteria address the specific qualifications that the Nominating & Governance Committee believes must be met by each nominee prior to recommendation by the committee for a position on the Corporation's Board of Directors. In particular, the criteria address the specific qualities or skills that the Nominating & Governance Committee believes are necessary for one or more of the Corporation's directors to possess in order to fill Board, committee chair and other positions, and to provide the best combination of experience and knowledge on the Board and its committees. These criteria include: highest professional and personal ethical standards; absence of any interests that would materially impair his or her ability to exercise judgment or otherwise discharge the fiduciary duties; ability to contribute insight and direction to achieve the Corporation's goals; skills and expertise relative to the entire make-up of the Board; experience in effective oversight and decision-making, including experience on

11

other boards; ability and willingness to serve a full term with consistent attendance; first-hand business experience and achievement in the industry; and independence as determined under the New York Stock Exchange and SEC rules and regulations. The Nominating & Governance Committee and the Board of Directors do take diversity into account when considering potential nominees for directors, such as differences of viewpoint, varied professional or governmental experience, education and advanced degrees, skill set and other individual qualities and attributes that are likely to contribute to board heterogeneity. However, SJW Corp.Group does not have a formal or other established policy in which one or more diversity factors have been specifically identified for application as a matter of ordinary course in the director nominee process.
The steps a shareholderstockholder must take in order to properly recommend director candidates which the Committee will consider include submission via mail to the attention of the Nominating & Governance Committee at the address of the Corporate Secretary, SJW Corp.,Group, 110 W. Taylor Street, San Jose, California 95110, of a completed "Shareholder"Stockholder Recommendation of Candidate for Director" form which can be found at the Corporation's website at www.sjwcorp.comwww.sjwgroup.com or may be obtained by mailing a request for a copy of the form to the Corporate Secretary of the Corporation at the above address. FormsA completed form must be submitted not earlier than 210 days prior and not later than 120 days prior to the one-year anniversary of the date the proxy statement for the preceding annual meeting was mailed to shareholders.stockholders. In addition to or in lieu of making a director candidate recommendation via the completed recommendation form, shareholdersstockholders may nominate directly a person for election as a director at the annual meeting by followingcomplying with the procedures set out in the Corporation's By-Laws, as amended on January 28, 2015 (the"By-Laws").Bylaws and other applicable federal and state laws governing the election of directors and distribution of proxy statements. Under the By-Laws,Bylaws, a nominating shareholder

stockholder must provide the Corporation with advance written notice of a proposed nomination no later than 90 days and no earlier than 120 days prior to the one-year anniversary of the preceding year's annual meeting. Such advance notice must include certain information and materials relating to the shareholderstockholder and the proposed nominee as prescribed under the By-Laws,Bylaws, including without limitation the name and qualification of the proposed nominee and other information typically required in a proxy statement filed under SEC proxy rules of the Securities and Exchange Commission.rules. For more information on the procedure and advance notice requirementrequirements for nominating a director, see Section 10.14 of the Corporation's By-Laws,Bylaws, a copy of which is attached as Exhibit 3.1 to a current report on Form 8-Kwas filed on January 30, 2015.with the SEC.
Real EstateFinance Committee
The Real EstateFinance Committee is charged with assisting the reviewBoard of significant potential acquisitions or dispositions involvingDirectors in overseeing the real property interests of the CorporationCorporation’s strategy and its subsidiariesfinancing. The Finance Committee reviews and makes recommendations thereon to the Chief Executive OfficerBoard of Directors regarding the Corporation’s long-term growth strategy, public and private financing, any equity repurchase programs, dividend payments and other distributions of equity. The Finance Committee also reviews significant rating agency communications, the Corporation's debt rating and business opportunities. The Finance Committee became a standing committee on October 24, 2018. Prior to this date, the Finance Committee was a special committee of the Board. Messrs. Bishop, King, Landis and More are the current Finance Committee members, and Mr. More serves as the Chair of the Finance Committee. The Finance Committee held 13 meetings during fiscal year 2018. The Finance Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.
Sustainability Committee
The Sustainability Committee is charged with providing guidance to the Board of Directors regarding plans, programs, and activities related to the health and safety of employees, customers, business partners, and the full Board.public related to the Corporation’s operating subsidiaries. The Sustainability Committee also provides guidance to the Board of Directors on plans, programs, and activities related to environmental stewardship and sustainability, water supply and conservation, water quality, climate change, operational efficiency and the Corporation’s established water supply policies and any water supply projects. The Sustainability Committee became a standing committee on October 24, 2018. Prior to this date, the Sustainability Committee was a special committee named the Water Supply Committee. Ms. Man and Messrs. Cali, Bishop and RothMore are the current Sustainability Committee members, and Mr. Bishop serves as the Chair of the Real EstateSustainability Committee. The Real EstateSustainability Committee did not meet during fiscal year 2015.2018. The Sustainability Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.
Evaluation of Board and Committee Performance
Annually, the Board and each of our Audit, Executive Compensation and Nominating & Governance Committees conduct a self-evaluation pursuant to our Corporate Governance Policies or applicable committee charters.  In addition, the Nominating & Governance Committee is responsible to report annually to the Board an assessment of the Board’s performance based on such evaluation, which includes a review of the Board’s overall effectiveness and the areas in which the Board or management believes the Board can make an impact on the Corporation.
Communications with the Board
Communications to the Board of Directors may be submitted by email to boardofdirectors@sjwater.com or by writing to SJW Corp.,Group, Attention: Corporate Secretary, 110 W. Taylor Street, San Jose, California 95110. The Board of Directors relies upon the Corporate Secretary to forward written questions or comments to named directors or committees or the Lead Independent Director, as appropriate. General comments or inquiries from shareholdersstockholders are forwarded to the appropriate individual within the Corporation, including the President, as appropriate.
Interested parties may make their concerns known to non-management directors or independent directors on a confidential and anonymous basis by calling the Corporation's toll free hotline, 1-888-883-1499.

Code of Ethical Business Conduct
The Corporation has adopted a Code of Ethical Business Conduct (the "Code") that applies to the directors, officers and employees of the Corporation. A copy of the Code canmay be found at the Corporation's website at www.sjwcorp.com.www.sjwgroup.com. In the event that we make any amendments to or grant any waivers of, a provision of the Code of Ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore, on our website at www.sjwcorp.com.www.sjwgroup.com.

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Board Meetings
During 2015,fiscal year 2018, there were four regular meetings and four19 special meetings (including twoone strategic planning meetings)meeting) of the Board of Directors of SJW Corp.Group. Each director attended or participated in 75 percent or more of the aggregate of: (i) the total number of regular and special meetings of the Board of Directors of SJW Corp.Group; and (ii) the total number of meetings held by all committees of the Board on which such director served during the 20152018 fiscal year. George E. Moss was chosen to presideAs the Lead Independent Director, Robert A. Van Valer presides at all executive sessions of non-management directors or independent directors until the 2015 Annual Shareholder meeting and Robert A. Van Valer was chosen to preside at all such executive sessions held thereafter.directors.
Pursuant to the Corporation's Corporate Governance Policies, each member of the Board of Directors is strongly encouraged to attend the annual meetings of shareholders.stockholders. All current members of the Board attendedwho were nominated for election at the 20152018 annual meeting of shareholders.attended such meeting.
Compensation of Directors
The following table sets forth certain information regarding the compensation of each non-employee member of the Board of Directors of SJW Corp.Group for the 20152018 fiscal year.
year:
Name
(a)
 
Fees
Earned
or Paid in Cash
($)(1)
(b)
 
Stock
Awards
($)(2)
(c)
 
Option
Awards
($)(3)
(d)
 
Non-Equity
Incentive Plan
Compensa-
tion
($)
(e)
 
Change in
Pension Value and Non-Qualified
Deferred
Compensa-
tion
Earnings
(f)
 
All Other
Compensa-
tion
($)
(g)
 
Total
($)
(h)
 
Fees Earned
or Paid in Cash
($)(1)
 
Stock Awards
($)(2)
 
Total
($)
Katharine Armstrong $82,500
 $34,100
 — — — — $116,600
 $99,500
 $58,869
 $158,369
Walter J. Bishop $81,500
 $34,100
 — — — — $115,600
 $106,500
 $58,869
 $165,369
Mark L.
Cali
 $70,500
 $34,100
 — — — — $104,600
Douglas R. King $93,500
 $34,100
 — — — — $127,600
 $120,000
 $58,869
 $178,869
Gregory P. Landis $101,500
 $58,869
 $160,369
Debra C. Man $87,000
 $58,869
 $145,869
Daniel B.
More
 $47,333
 $34,100
 — — — — $81,433
 $127,000
 $58,869
 $185,869
Ronald B. Moskovitz $83,500
 $34,100
 — — — — $117,600
George E. Moss(3) $73,167
 $34,100
 — — — — $107,267
 $29,333
 $—
 $29,333
W. Richard Roth (3) $26,333
 $—
 $26,333
Robert A.
Van Valer
 $78,833
 $34,100
 — — — — $112,933
 $93,500
 $58,869
 $152,369
_______________
(1)Consists of the annual retainer and meeting fees for service as membersa member of the Board of Directors of the Corporation, San Jose Water Company, SJW Land Company, and SJWTX, Inc., and Texas Water Alliance Limited, including amounts deferred under the Corporation’s Deferral Election Program for Non-Employee Board members. The respective dollar amounts of these fees are set forth in the table below. For further information concerning such fees, see the sections below entitled "Director Annual Retainer" and "Director Meeting Fees."

13

Name 2015 Retainer 
2015 Meeting
Fees
 
Total Annual
Service Fees
 2018 Retainer 2018 Meeting Fees 
Total Annual
Service Fees
Katharine Armstrong $55,000
 $27,500
 $82,500
 $55,000
 $44,500
 $99,500
Walter J. Bishop $55,000
 $26,500
 $81,500
 $55,000
 $51,500
 $106,500
Mark L. Cali $50,000
 $20,500
 $70,500
Douglas R. King $50,000
 $43,500
 $93,500
 $50,000
 $70,000
 $120,000
Gregory P. Landis $50,000
 $51,500
 $101,500
Debra C. Man $50,000
 $37,000
 $87,000
Daniel B. More $33,333
 $14,000
 $47,333
 $50,000
 $77,000
 $127,000
Ronald B. Moskovitz $50,000
 $33,500
 $83,500
George E. Moss $56,667
 $16,500
 $73,167
 $18,333
 $11,000
 $29,333
W. Richard Roth $18,333
 $8,000
 $26,333
Robert A. Van Valer $58,333
 $20,500
 $78,833
 $60,000
 $33,500
 $93,500
(2)
Represents the grant-date fair value of the restricted stock unit award for 1,1691,055 shares made to eachthe non-employee director on April 29, 2015.25, 2018. The applicable grant-date fair value of each award was calculated in accordance with FASB ASC Topic 718 and accordingly determined on the basis of the closing selling price per share of SJW Corp.’sGroup’s common stock on the award date as appropriately discounted to reflect the lack of dividend equivalent rights. The reported grant-date value does not take into account any estimated forfeitures related to service-vesting conditions. In addition to the restricted stock units, as of December 31, 2015, the following non-employee directors2018, Messrs. King and Van Valer held deferred stock awards covering the following number of9,294 and 2,705 shares of SJW Corp.'sGroup's common stock, with dividend equivalent rights: Ms. Armstrong, 0 shares; Mr. Bishop, 0 shares; Mr. Cali, 15,235 shares; Mr. King, 8,732 shares; Mr. More, 0 shares; Mr. Moskovitz, 0 shares; Mr. Moss, 0 shares; and Mr. Van Valer, 2,542 shares. Any deferred shares so held arerespectively, attributable to the director's prior participation in certain deferred compensation programs implemented under the Corporation's Long-Term Incentive Plan. The awards no longer accrue dividend equivalent rights. Their last dividend equivalent right conversion into deferred stock occurred on January 2, 2018 (for the 2017 fiscal year). For further information concerning those programs, see the sections below entitled "Deferral Election Program for Non-Employee Board Members" and "Deferred Restricted Stock Program." The phantom dividends that accumulate on those deferred shares pursuant to the dividend equivalent rights are converted annually into additional deferred shares. For further information concerning such dividend equivalent rights, see the section below entitled "Dividend Equivalent Rights." Such dividend equivalent rights were factored into the original grant-date fair value of the deferred shares determined for financial accounting purposes under FASB ASC Topic 718, and accordingly no amounts are reported in this column with respect to the additional deferred shares attributable to the phantom dividends that accumulated during the 2015 fiscal year as a result of those dividend equivalent rights. Those 2015 fiscal year phantom dividends were converted into the following additional deferred shares for the non-employee directors on January 4, 2016: Mr. Cali was credited with 364 shares; Mr. King was credited with 224 shares; and Mr. Van Valer was credited with 65 shares. At the time of such credit, the fair market value per share of the Corporation's common stock was $29.40, the closing price on January 4, 2016.
(3)No option awards were made toMessrs. Moss and Roth served on the non-employee directors duringBoard of Directors of the 2015 fiscal year.Corporation until April 25, 2018.

14

Director Annual Retainer
The following table sets forth the 20152018 annual retainer fees for the non-employee Board members of SJW Corp.,Group, San Jose Water Company, SJW Land Company, and SJWTX, Inc. and Texas Water Alliance Limited:
Annual Retainer  
Annual Retainer  
SJW Corp. 
SJW Group 
Chair$30,000
$30,000
Other Board Members$5,000
$5,000
Additional Fee for Lead Independent Director$5,000
$5,000
San Jose Water Company 
 
Chair$60,000
$60,000
Other Board Members$40,000
$40,000
SJW Land Company 
 
Chair$10,000
$10,000
Other Board Members$5,000
$5,000
SJWTX, Inc. 
 
Chair$5,000
$5,000
Other Board Members$5,000
$5,000
Texas Water Alliance Limited 
Chair$0
Other Board Members$0
 


Director Meeting Fees
The following table sets forth the 20152018 per meeting Board and Committee fees for the non-employee Board members of SJW Corp.,Group, San Jose Water Company, SJW Land Company, and SJWTX, Inc. and Texas Water Alliance Limited:
Per Meeting FeePer Meeting Fee
SJW Corp. 
Chair$1,000
Other Board Members$1,000
SJW Corp. Committees 
SJW Group 
Chair and Other Board Members$1,000
SJW Group Committees 
Audit Committee Chair (for attending audit committee meetings)$3,000
$3,000
Other Committee Chair (for attending their respective committee meetings)$2,000
$2,000
Other Board Members$1,000
$1,000
San Jose Water Company 
 
Chair$1,000
Other Board Members$1,000
Chair and Other Board Members$1,000
SJW Land Company 
 
Chair$500
Other Board Members$500
Chair and Other Board Members$500
SJWTX, Inc. 
 
Chair$2,500
$2,500
Other Board Members$500
$500
Texas Water Alliance Limited 
Chair$500
Other Board Members$500

15

The meeting fees are the same for attending Board and Committee meetings held telephonically.
In the event a non-employee director attends an in-person Board or Committee meeting by telephone, he or she will be entitled to receive the applicable per meeting fee for the first meeting attended by telephone in a calendar year, and half of such meeting fee for each subsequent meeting attended by telephone in the same calendar year.
Non-employee directors may also receive fees determined on a case-by-case basis by SJW Corp.'sGroup's Executive Compensation Committee and ratified by the Board of Directors for attending additional meetings other than Board or Committee meetings, such as Board retreats, strategic planning meetings, or other programs organized by SJW Corp.,Group, San Jose Water Company, SJW Land Company, or SJWTX, Inc. or Texas Water Alliance Limited. During fiscal year 2015,2018, each non-employee director was paid $2,500 for attending each of the twoa strategic planning meetings.meeting, except for Mr. Landis who did not attend the meeting.
Deferral Election Program for Non-Employee Board Members
Pursuant to the Deferral Election Program, each non-employee member of the Corporation's Board of Directors has the opportunity to defer: (i) either 50 percent or 100 percent of his or her annual retainer fees for serving on the Corporation's Board and the Board of one or more subsidiaries; and (ii) 100 percent of his or her fees for attending pre-scheduled meetings of such Boards or any committees of such Boards on which he or she serves. The deferral election is irrevocable and must be made prior to the start of the year for which the fees are to be earned.
The fees which a non-employee Board member elects to defer under such program for the fiscal year are credited to a deferral election account pursuant to one of the following alternatives selected by the Executive Compensation Committee: (i) in a lump sum on the first business day of that calendar year or as soon as administratively practicable thereafter,thereafter; or (ii) periodically when the fees would otherwise become due and payable during such calendar year in the absence of his or her deferral election for that calendar year in which case the amounts credited shall be fully vested.vested on crediting. In the event of such lump sum credit, the non-employee Board members will vest in the portion of their account attributable to each Board or Board committee on which they serve during a calendar year in a series of 12 equal monthly installments upon their completion of each calendar month of service on that Board or Board committee during such calendar year. For the deferral election accounts established for the 20152018 calendar year, the periodic credit alternative was utilized.
The deferral election account will be credited with a fixed rate of interest, compounded semi-annually, set at the start of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent

of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding.
Distribution of the vested balance credited to each Board member's deferral election account will be made or commence on the 30th day following his or her cessation of Board service. The cash distribution will be madeservice either in a lump sum or through a series of up to 10 annual installments in accordance with the Board member's payment election such Board member made.election.
Mr. Cali and Ms. Armstrong eachMore elected to defer all of their 2015his 2018 annual retainer fees and pre-scheduled 20152018 meeting fees, Mr. King elected to defer all of his 20152018 pre-scheduled meeting fees, Ms. Man elected to defer all of her 2018 annual retainer fees, and Mr. Bishop elected to defer 50 percent of his 20152018 annual retainer fees.
Deferred Restricted Stock Program
Prior to the 2008 fiscal year, the non-employee directors were able to receive awards of deferred stock, either through the conversion of their deferred Board and Committee fees under the Deferral Election Program into deferred shares of SJW Corp.Group common stock or through their participation in the Deferred Restricted Stock Program. Both of those deferred stock programs were implemented under the Corporation's Long-Term Incentive Plan (the "LTIP").

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The principal features of the Deferred Restricted Stock Program may be summarized as follows:
Each each non-employee director who commenced Board service on or after April 29, 2003 was granted: (i) a deferred stock award on the first business day of January following his or her completion of at least six months of service as a Board member; and (ii) annual grants of deferred stock on the first business day of January in each succeeding calendar year through the close of the 2007 calendar year, provided he or she remained a non-employee member of the Board through such date. The number of shares of the Corporation's common stock underlying each annual deferred stock award was determined by dividing (i) the aggregate dollar amount of the annual retainer fees, at the levels in effect as of the date of grant, for service on the Board and for service on the Boards of Directors of the Corporation's subsidiaries for the calendar year in which the grant was made by (ii) the fair market value per share of the Corporation's common stock on the grant date. The shares subject to each deferred stock award are fully vested and will be issued from the LTIP on a distribution commencement date tied to the director's cessation of Board service or other pre-specified date.service. The shares may be issued either in a single lump sum or in up to 10 annual installments, as elected by the director at the time of his or her initial entry intoin accordance with the Deferred Stock Program or pursuant to the special payment election made available in 2007.
In addition, each non-employee director who commenced Board service prior to April 29, 2003 and participated in the Director Pension Plan was given the opportunity during the 2003 calendar year to elect to convert his or her accumulated benefit under that plan into a deferred stock award. The accumulated benefit of each director who made such an election was converted, on September 1, 2003, into a deferred stock award of comparable value based on the fair market value per share of the Corporation's common stock on such date. The award vested in 36 monthly installments over the director's period of continued Board service measured from the conversion date.
In accordance with the foregoing, Messrs. Cali and Moss elected to have their accumulated Director Pension Plan benefits converted into deferred stock pursuant to the Deferred Restricted Stock Program. As a result, Messrs. Cali and Moss each had $270,000 in Pension Plan benefits converted into a deferred stock award covering 19,014 shares of the Corporation's common stock. The shares were distributed to Mr. Moss in 2008 and a portion of the shares were distributed to Mr. Cali in January 2014, 2015 and 2016 in accordance with his payment election as described in the section below entitled "Dividend Equivalent Rights."
Each deferred stock award contains dividend equivalent rights, as discussed below. Except for the additional deferred shares that result from those dividend equivalent rights, no further deferred shares are intended to be awarded to the non-employee directors under either the Deferral Election Program or the Deferred Restricted Stock Program.
Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members
In April 2013, the Executive Compensation Committee approved, and the Board of Directors ratified, the award of restricted stock units for each individual elected or re-elected as a non-employee Board member at the 2013 annual shareholder meeting, with each such award to become effective at the close of business on the date of such meeting and covering that number of shares of common stock (rounded up to the next whole share) determined by dividing $10,000 by the closing price per share on such date. Accordingly, on April 24, 2013, each non-employee Board member received an award of restricted stock units covering 381 shares of common stock. Each restricted stock unit entitled the non-employee Board member to one share of common stock on the vesting date. The units vested in full upon the Board member's continuation in Board service through the day immediately preceding the date of the Corporation's 2014 annual shareholder meeting.
In October 2013, the Executive Compensation Committee approved, and the Board of Directors ratified, the implementation under the LTIP ofCompany has implemented a Formulaic Equity Award Program for Non-Employee Board Members ("Formulaic Program") under the LTIP which provides that at the close of business on the date of each annual shareholder meeting, beginning with the 2014 annual shareholderstockholder meeting, each individual who is elected or re-elected to serve as a non-employee Board member shallwill automatically be granted restricted stock units covering that number of shares of common stock (rounded up to the next whole share) determined by dividing $35,000the Applicable Annual Amount by the fair market value per share on such date. The Applicable Annual Amount for 2018 was $60,000. Each restricted unit awarded shall entitleentitles the non-employee Board member to one share of common stock on the applicable vesting date of that unit. Each restricted stock unit award shallwill vest in full upon the non-employee Board member's continuation inof Board service through the day immediately preceding the date of the first annual shareholderstockholder meeting following the annual shareholderstockholder meeting at which that restricted stock unit award

17

was made subject to accelerated vesting under certain prescribed circumstances.following a change in control or cessation of Board service by reason of death or permanent disability prior to such vesting date. Each non-employee Board member must retain beneficial ownership of at least 50 percent of the shares of common stock issued in connection with the vesting of such restricted stock units until such time as such individual is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee Board members.
OnPursuant to the Formulaic Program, on April 30, 2014,25, 2018, each non-employee Board member elected at the 2018 annual stockholder meeting received an award of restricted stock units covering
1,286 1,055 shares of common stock in accordance with the Formulaic Program. The units will vest in full upon the Boardstock.
member's continuation in Board service through the day immediately preceding the date of the Corporation's 2015
annual shareholder meeting, subject to accelerated vesting under certain prescribed circumstances.
On April 29, 2015, each non-employee Board member received an award of restricted stock units covering 1,169 shares of common stock in accordance with the Formulaic Program. The units will vest in full upon the Board member's continuation in Board service through the day immediately preceding the date of the Corporation's 2016 annual shareholder meeting, subject to accelerated vesting under certain prescribed circumstances.
Director Pension Plan
Mr. King continues to participate in the Director Pension Plan. Under such plan, Mr. King will receive following his cessation of service as a director, a benefit equal to one half of the aggregate annual retainer for service on the Board of SJW Corp.Group, and the Boards of San Jose Water Company and SJW Land Company, following his cessation of service as in effect at the time he ceases to be a director. This benefit will

be paid to Mr. King, his beneficiary or his estate, for four years. These payments will be made with the same frequency as the ongoing retainers. Directors who elected to convert their accumulated Director Pension Plan benefits into deferred restricted stock in 2003 and non-employee directors who commenced Board service on or after April 29, 2003, are not eligible to participate in the Director Pension Plan.
Dividend Equivalent Rights
Prior to 2018, Dividend Equivalent Rights ("DERs") are part ofaccrued on the outstanding deferred stock awards currently credited to the non-employee directors as a result of their pre-2008 participation in the Deferral Election and Deferred Restricted Stock Programs. Pursuant to those DERs, each such non-employee director's deferred stock account under each program will bewas credited, each time a dividend iswas paid on the Corporation's common stock, with a dollar amount equal to the dividend paid per share multiplied by the number of shares at the time credited to the deferred stock account, including shares previously credited to the account by reason of the DERs. As of the first business day in January each year, the cash dividend equivalent amounts so credited in the immediately preceding year will bewas converted into additional shares of deferred stock by dividing such cash amount by the average of the fair market value of the Corporation's common stock on each of the dates in the immediately preceding year on which dividends were paid.
Effective as of January 1, 2008, the Corporation imposed a limitation on the maximum number of years suchSuch DERs will continue to remain outstanding. Accordingly, the DERs will terminateterminated with the dividends paid by the Corporation during the 2017 calendar year, with the last DER conversion into deferred stock to occuroccurring on the first business day in January 2018. As part of the DER phase-out, each non-employee Board member was given the opportunity to make a special election by December 31, 2007 to receive a distribution from his accounts under the two programs in either (i) a lump sum distribution in any calendar year within the 10-year period from 2009 to 2018 or (ii) an installment distribution over a five or 10-year period within that 10-year period. The amount distributable from each such account would be equal to the number of deferred shares credited to that account as of December 31, 2007 plus the number of additional deferred shares subsequently credited to that account by reason of the dividend equivalent rights existing on those deferred shares during the period prior to their distribution. No further DERs wouldwill be paid oncredited to the deferred stock awards; however, any shares distributed shares, but those shares wouldto the non-employee director will be entitled to actual dividends as and when paid to the Corporation's shareholders. In the absence of such special payment election, the distribution of the non-employee Board member's accounts will continue to be deferred until cessation of Board service. Only Mr. Cali made a special payment election and elected to receive his deferred accounts in five annual installments over the five calendar-year period beginning with the 2014 calendar year. The Corporation issued 4,947 shares of common stock, 5,080 shares of common stock and 5,198 shares of common stock to Mr. Cali in January 2014, January 2015 and January 2016 respectively in accordance with his election.

18

On January 4, 2016, the following current non-employee Board members were credited with additional shares of deferred stock pursuant to their DERs: Mr. Cali, 364 shares; Mr. King, 224 shares; and Mr. Van Valer, 65 shares. A portion of the shares credited to Mr. Cali were distributed to him in January 2016 in accordance with his payment election.stockholders.
Expense Reimbursement Policies
Under the Corporation's Director Compensation and Expense Reimbursement Policies, each non-employee director will be reimbursed for all reasonable expenses incurred in connection with his or her attendance at Board or committee meetings of SJW Corp.Group or its subsidiaries as well as his or her attendance at certain other meetings held by such companies. Expenses subject to reimbursement for fiscal year 2018 include the expense of traveling by non-commercial aircraft if within 1,000 miles of company headquarters and approved by the Chairman of the Board, and the expense of traveling first class for any travel within the United States. A copy of the Director Compensation and Expense Reimbursement Policies amended and restated as ofon January 1, 2014,31, 2018, is attached as Exhibit 10.3610.53 to the Form 10-K filed for the year ended December 31, 2013.2017.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that shareholdersstockholders vote FOR the election of the nineeight nominees listed on page 4.5. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR each of the eight nominees.
 

19

PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
General
Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Corporation's stockholders are entitled to vote at the annual meeting to approve the compensation of the Corporation's named executive officers, as disclosed in this proxy statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. However, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Corporation or the Corporation's Board of Directors or the Executive Compensation Committee of the Board.
Although the vote is non-binding, the Corporation's Board of Directors and the Executive Compensation Committee value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions affecting the Corporation's executive officers.
In deciding how to vote on this proposal, the Board encourages you to read the "Compensation Discussion and Analysis" section beginning on page 28 and "Summary Compensation Table" beginning on page 42. The Executive Compensation Committee has made numerous enhancements in recent years to better align our executive compensation programs with our strategic objectives, and to respond to changes in the marketplace and feedback received from stockholders and stockholder advisory groups as discussed in the Compensation Discussion and Analysis section of this proxy statement.
Resolution
The Corporation's stockholders are being asked to approve by advisory vote the following resolution relating to the compensation of the named executive officers in this proxy statement:
"Resolved that the Corporation's stockholders hereby approve the compensation paid to the Corporation's executive officers named in the Summary Compensation Table of this proxy statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this proxy statement."
The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of the Corporation's named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends an advisory vote FOR the resolution to approve the compensation of the named executive officers as disclosed in this proxy statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR the approval of such resolution.


PROPOSAL 3
AMENDMENT OF CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Introduction
Our Board of Directors has unanimously determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of our common stock from 36,000,000 shares to 70,000,000, which will result in an increase of the total number of authorized shares of our capital stock from 37,000,000 shares to 71,000,000 shares.
Currently our Certificate of Incorporation authorizes an aggregate of 37,000,000 shares of capital stock, consisting of 36,000,000 shares of authorized common stock, par value $0.001 per share, and 1,000,000 shares of authorized preferred stock, par value $0.001 per share. No shares of preferred stock are issued and outstanding and we are not proposing to increase the number of authorized preferred stock.
As of March 4, 2019, we had (i) 28,431,124 shares of common stock issued and outstanding, (ii) 155,812 shares subject to outstanding deferred stock awards, restricted stock units and other equity awards under our Long-Term Incentive Plan (the “LTIP”), (iii) 832,711 shares of common stock reserved for issuance under our LTIP (not including the shares included under item (ii), and (iv) 266,886 shares reserved for issuance under our 2014 Employee Stock Purchase Plan. Accordingly, approximately 82 percent of our total authorized shares of common stock have been issued or reserved for issuance, which leaves relatively few shares available to us, i.e., 6,313,467 shares, for future issuances for corporate purposes.
No other changes to the Certificate of Incorporation have been approved or are being proposed by our Board of Directors. To effectuate the increase of number of authorized shares of our common stock, the first and second paragraphs of Article IV of the Certificate of Incorporation are proposed to be amended as set forth below in their entirety:
“The total number of shares of stock that the Corporation shall have authority to issue is 71,000,000, consisting of the following:
70,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.”
The remaining paragraphs of Article IV of the Certificate of Incorporation, as well as other parts of the Certificate of Incorporation, are not amended or changed in any way. A copy of the Certificate of Amendment by the Company to amend and restate Article IV of the Certificate of Incorporation is attached to this proxy statement as Appendix A. For a description of the material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock, please see the description of our capital stock in our Registration Statement on Form 8-A12B/A filed on November 15, 2016.

Reasons for the Proposed Amendment
Given the small number of authorized shares of common stock currently available under our Certificate of Incorporation, we believe that an increase in the number of authorized shares of our common stock is critical to ensure that a sufficient number of shares is available for future issuances if and when our Board of Directors deems it to be in our and our stockholders’ best interests. While we have no current plans to issue any shares that will be authorized if the increase is approved, we may use any of the increased shares of common stock at the time and in the manner approved by the Board of Directors, which may include, but are not limited to, raising capital through equity financing, executing strategic transactions or establishing collaborative relationships, acquiring businesses or assets and issuance of equity awards to employees and service providers. In addition, having sufficient additional authorized but unissued shares available for issuance to meet business needs as they arise may avoid the potential costs or delay of holding a special meeting of stockholders to approve additional authorized shares at that time. We believe that if we do not obtain stockholder approval to increase the number of authorized shares of our common stock, our future planned operations and financial conditions may be impacted.

Effects of Stockholder Approval of Increased Authorized Shares
If the proposed amendment is approved and adopted, the additional authorized shares of common stock may be issued from time to time by actions of our Board of Directors without further stockholder approval, except as required by law, regulatory authorities or corporate governance listing rules of the New York Stock Exchange ("NYSE"). The increase in authorized shares of common stock will not alter our current number of issued and outstanding shares of common stock. The relative rights and limitations of the shares of common stock will remain unchanged under this amendment. The additional shares of common stock to be authorized by stockholder approval under this Proposal 3 would have the rights identical to the currently outstanding shares of our common stock. Our stockholders will not realize any dilution in their percentage of equity ownership or their voting rights as a result of the increase. However, issuances of significant numbers of additional shares of common stock in the future may dilute stockholders’ percentage of ownership, and if such shares are issued at prices below what current stockholders paid for their shares, may dilute the value of current stockholders’ shares. Under our Certificate of Incorporation, stockholders do not have preemptive rights to purchase additional securities that may be issued by the Corporation. This means that current stockholders do not have a prior right to purchase any new issuances of shares in order to maintain their proportionate ownership interests in the Corporation.
The additional shares of common stock that would become available for issuance may also be used to oppose a hostile takeover attempt or to delay or prevent changes in control of the Corporation. For example, without further stockholder approval, the Board of Directors could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board of Directors. However, this proposal to increase authorized shares is prompted by business and financial considerations and not by the threat of any hostile takeover attempt.

Additional Anti-Takeover Considerations
There are other provisions currently in our Certificate of Incorporation and Bylaws and under Delaware law which could have an anti-takeover effect. A summary of these provisions is set forth below. These provisions, as well as the authority of our Board of Directors to issue additional shares of common stock, could be used by our Board in a manner calculated to prevent the removal of management or make it more difficult or discourage a change in control of our company. The distribution of rights and certain aspects of the following provisions in our Certificate of Incorporation and Bylaws were designed to afford our Board of Directors the opportunity to evaluate the terms of a takeover attempt without haste or undue pressure, advise stockholders of its findings, and to negotiate to protect the interests of all stockholders.
Certificate of Incorporation and Bylaws
We are authorized to issue 1,000,000 shares of Preferred Stock, although no shares of preferred stock are currently outstanding. Our Board of Directors, without further stockholder approval (except as may be required by applicable law or the rules of any stock exchange on which the Corporation's securities may be listed), has the authority to issue shares of preferred stock in one or more series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including without limitation: dividend rights; dividend rates; conversion rights; voting rights; rights and terms of redemption (including sinking fund provisions); redemption price or prices; liquidation preferences; and the number of shares constituting any series and the designation of such series. If our Board of Directors elects to exercise this authority, the rights and privileges of holders of shares of common stock could be made subject to the rights and privileges of such series of preferred stock. Although the Board of Directors has no intention at the present time of doing so, it could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Our Bylaws provide that stockholders seeking to nominate candidates for election as directors at, or propose other business to be brought before, an annual or special meeting of stockholders must meet specified procedural requirements, including providing advance notice of such nomination or proposals, and cumulative voting for the election of directors is prohibited. These provisions may preclude stockholders from making nominations for directors at, or proposing other business to be brought before, an annual or special meeting of stockholders. Our Certificate of Incorporation and Bylaws permit special meetings of stockholders to be called at any time by the

Chairman of the Board, by the President, by resolution of the Board of Directors adopted by a majority of the total number of authorized directors, or by stockholders holding not less than 20 percent of the voting power of the Corporation. Both our Certificate of Incorporation and Bylaws permit the taking of any action which may be taken at any annual or special meeting of stockholders by written consent without a meeting.
Section 203 of Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits publicly held Delaware corporations from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns or was, within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, an owner of 15 percent or more of a corporation’s voting stock. These provisions could have the effect of delaying, deferring or preventing a change in control of the Corporation or reducing the price that certain investors might be willing to pay in the future for shares of common stock.

Votes Required
The affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote at the Annual Meeting is required to approve the amendment to our Certificate of Incorporation to effect the proposed increase in the Corporation's authorized common stock. The amendment to the Certificate of Incorporation will be effective immediately upon acceptance of filing by the Secretary of State of Delaware of the Certificate of Amendment following stockholder approval of this proposal.

Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote FOR approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 36,000,000 shares to 70,000,000 shares, and proxies solicited by the Board of Directors will be voted in favor thereof, unless a stockholder has indicated otherwise on the proxy.


PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED ACCOUNTING FIRM
General
The Audit Committee of the Board of Directors has appointed KPMG LLP as the Corporation's independent registered public accounting firm (the "independent accountants") for the fiscal year 2016.ending December 31, 2019. At the annual meeting, shareholdersstockholders are being asked to ratify the appointment of KPMG LLP as the Corporation's independent accountants for fiscal year 2016.2019. In the event the shareholdersstockholders fail to ratify the appointment of KPMG LLP, the Audit Committee will reconsider its selection.
Representatives of KPMG LLP are expected to be present at the annual meeting. They have been offered the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Principal Independent Accountants' Fees and Services
The following table sets forth the approximate aggregate fees billed to the Corporation during or for fiscal years 20142017 and 2015:2018:
2015 20142018 2017
Audit Fees (1)$810,000
 $801,000
$1,022,361
 $976,526
Audit-Related Fees (2)—
 —
$—
 $—
Tax Fees (3)—
 $5,225
$89,000
 $—
All Other Fees (4)—
 —
$235,000
 $—
Total Fees$810,000
 $806,225
$1,346,361
 $976,526
______________
(1)Audit Fees: This category consists of the fees billed for those fiscal years for the audit of annual financial statements, review of the financial statements included in the annual report on Form 10-K and quarterly reports on Form 10-Q and services that are normally provided by the independent accountantsregistered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)Audit-Related Fees: This category consists of fees billed in those fiscal years with respect to assurance and related services by the independent accountants that are reasonably related to the performance of the audit and review of financial statements and are not reported under "Audit Fees."
(3)Tax Fees: This category consists of fees billed in those fiscal years with respect to professional services rendered by the independent accountants for tax compliance, tax advice and tax planning. All tax fees, if any, were pre-approved by the Audit Committee. Fees for fiscal year 2018 include fees paid for tax advice relating to a proposed merger and related activities.
(4)All Other Fees: This category consists of fees billed in those fiscal years which are not covered by "Audit Fees," "Audit-Related Fees" and "Tax Fees." Fees for fiscal year 2018 include fees paid for services provided by KPMG LLP relating to a proposed merger and related activities.
The Audit Committee has considered and concluded that the provision of services described above is compatible with maintaining the independence of KPMG LLP.
The Audit Committee has adopted a pre-approval policy regarding the rendering of audit, audit-related and non-audit services by KPMG LLP. In general, audit fees are reviewed and approved by the Audit Committee annually. Audit-related and non-audit services are pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairman to pre-approve specific services to be rendered by KPMG LLP subject to ratification by the Audit Committee when it next convenes a meeting.

Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote FOR the adoption of the proposal to ratify the appointment of KPMG LLP as SJW Corp.'sGroup's independent accountants for fiscal year 2016.2019. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR this Proposal.

20

OWNERSHIP OF SECURITIES
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the executive officers and directors of the Corporation, and persons who own more than 10 percent of a registered class of the Corporation's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange. These persons are required to furnish SJW Corp.Group with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such reports received by it, and written representations from certain reporting persons that no other reports were required during 2015,2018, SJW Corp.Group believes that all Section 16(a) reporting obligations were met during 2015.2018 except that Ms. Wendy Avila-Walker did not file a Form 3 timely and was late in reporting 16 transactions during the two and one half years since June 2016 that should have been reported on Forms 4, all due to a mistaken understanding on the part of the Corporation that, because she was not an executive officer as such term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended, that she was not required to file reports under Section 16(a).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 2, 2016,March 4, 2019, certain information concerning beneficial ownership of shares of SJW Corp.Group common stock by each director of the Corporation, nominee for director, and the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer and each of the Corporation's other executive officers named in the Summary Compensation Table below (the "named executive officers"), and all directors, nominees and named executive officers as a group, and any beneficial ownersowner of five percent or more of outstanding shares of common stock of SJW Corp.Group. Unless otherwise indicated, the beneficial ownership consists of sole voting and investment power with respect to the shares indicated, except to the extent that spouses share authority under applicable law. None of the shares reported as beneficially owned by the named executive officers, directors and nominees for director have been pledged as security for any loan or indebtedness. Unless otherwise indicated, the principal address of each of the shareholderstockholders below is c/o SJW Corp.,Group, 110 W. Taylor Street, San Jose, California 95110. The calculations in the table below are based on 20,395,95928,431,124 shares of common stock issued and outstanding as of February 2, 2016.March 4, 2019. In addition, shares of common stock that may be acquired by the person shown in the table within 60 days of February 2, 2016March 4, 2019, are deemed to be outstanding for the purpose of computing the percentage of ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person shown in the table.


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Name 
 
Shares
Beneficially
Owned 
 
Percent 
of
Class
Directors and Nominees for Directors:  
  
Katharine Armstrong (1) 6,217
 *
Walter J. Bishop (2) 6,027
 *
Mark L. Cali (3) 298,485
 1.5%
Douglas R. King (4) 6,167
 *
Debra Man —
 *
Daniel B. More —
 *
Ronald B. Moskovitz (5) 6,667
 *
George E. Moss (6)(7) 1,901,490
 9.3%
W. Richard Roth, President, Chief Executive Officer and Chairman of the Board (8) 112,714
 *
Robert A. Van Valer (9)(10) 2,215,154
 10.9%
Executive Officers not listed above:  
  
Andrew R. Gere, Chief Operating Officer (since April 29, 2015) (11) 7,795
 *
Palle L. Jensen, Senior Vice President of Regulatory Affairs (12) 14,878
 *
James P. Lynch, Chief Financial Officer and Treasurer (13) 14,958
 *
Andrew F. Walters, Chief Administrative Officer (14) 2,954
 *
All directors, nominees and executive officers as a group (14 individuals) (15) 4,593,506
 22.5%
Beneficial owners of five percent or more not listed above:  
  
Nancy O. Moss (16)(17) 1,181,092
 5.8%
Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors, Inc. (18)
One Corporate Center, Rye, New York 10580-1435
 1,032,580
 5.1%
Name 
 
Shares
Beneficially
Owned 
 
Percent 
of
Class
Directors and Nominees for Directors:  
  
Katharine Armstrong (1) 10,553
 *
Walter J. Bishop (2) 10,363
 *
Douglas R. King (3) 10,503
 *
Gregory P. Landis (4) 2,210
 *
Debra C. Man (4) 3,167
 *
Daniel B. More (5) 4,336
 *
Eric W. Thornburg, President, Chief Executive Officer and Chairman of the Board (6) 4,491
 *
Robert A. Van Valer (7) 2,219,580
 7.8%
Named Executive Officers not listed above:  
  
Andrew R. Gere, President and Chief Operating Officer of SJWC (8) 15,553
 *
Palle L. Jensen, Executive Vice President of SJWC (9)   
 10,573
 *
James P. Lynch, Chief Financial Officer and Treasurer (10) 22,405
 *
Suzy Papazian, General Counsel and Corporate Secretary (11) 11,154
 *
All directors, nominees and executive officers as a group (13 individuals) (12) 2,335,902
 8.2%
Beneficial owners of five percent or more not listed above:  
  
BlackRock, Inc. and Certain Subsidiaries (13)
55 East 52nd Street, New York, NY 10055
 1,481,108
 5.2%
The Vanguard Group (14)
100 Vanguard Blvd., Malvern, PA 19355
 1,453,980
 5.1%
T. Rowe Price Associates Inc. (15)
100 E. Pratt Street, Baltimore MD 21202		 1,869,385
 6.6%
_______________
*Represents less than one percent of the outstanding shares of SJW Corp.'sGroup's common stock.
(1)Includes (i) 2,550 shares of common stock held in a joint account with spouse and for which Katharine Armstrong and her spouse share voting and investment power, (ii) 1,000 shares of common stock held under an IRA account, and (iii) 2,6675,948 shares of common stock held by the Katharine Armstrong Love Exempt Trust U/A/D 6/30/2009, for which Katharine Armstrong is the sole trustee.trustee, and (iv) 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.
(2)Includes 6,0279,308 shares of common stock held by the Bishop Family Trust, for which Walter Bishop and his spouse are trustees.co-trustees. Mr. Bishop has shared voting and investment powers with respect to such shares. Also includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.
(3)Includes (i) 35,203 shares of common stock held by the Mark Cali Revocable Trust for which Mark Cali is the sole trustee, (ii) 170,096 shares of common stock held by the Cali 1994 Living Trust for which Mr. Cali is a co-trustee, (iii) 64,998 shares of common stock held by the Cali Family Gift Trust for which Mr. Cali is the sole trustee, (iv) 26,700 shares of common stock held by Nina Negranti, Mr. Cali's spouse, as trustee of the Nina Negranti Revocable Trust, (v) 1,200 shares of common stock held by Nina Negranti's IRA, and (vi) 288 shares of common stock held by Mr. Cali's son, Clark Cali. Mr. Cali has shared voting and investment powers with respect to the 170,096 shares. Mr. Cali is not standing for reelection at the annual meeting.
(4)Includes 6,1679,448 shares of common stock held by the King Family Trust dated June 6, 2005 of which Mr. King and Melinda King are trustees. Mr. King has shared voting and investment powers with respect to such shares.
(5)Includes 6,667 shares of common stock held by the Moskovitz Family Trust U/A DTD 6/12/2003 of which Mr. Moskovitz and Jessica M. Moskovitz are trustees. Mr. Moskovitz has shared voting and investment powers with respect to such shares.
(6)Includes (i) 1,081,854 shares of common stock held by the George Edward Moss Trust, a living trust of which Mr. Moss is the sole trustee and sole beneficiary, (ii) 6,644 shares of common stock held by his spouse's

22

revocable trust, (iii) 830 shares of common stock held under his spouse's IRA, (iv) 1,103 shares of common stock held under his spouse's Roth IRA, and (v) 811,059 shares of common stock held by the John Kimberly Moss Trust for which George Moss disclaims beneficial ownership except to the extent of his pecuniary interest.
(7)The address for George E. Moss is 4360 Worth Street, Los Angeles, California 90063.
(8)Includes (i) 90,269 shares of common stock held by the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 of which Mr. Roth and Viviane L. Roth are trustees, (ii) 18,300 shares of common stock held by a separate property trust for which Mr. Roth is trustee, and (iii) 4,145 Also includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the next annual stockholder meeting to be held on April 24, 2019. Excludes 9,294 shares of the Corporation's common stock underlying deferred stock awards which will be issued in one or more installments following Mr. King's cessation of Board service.

(4)Includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.
(5)Includes (i) 3,281 shares of common stock held by the Daniel B. More Revocable Trust, of which Mr. More is the sole trustee and (ii) 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.
(6)Excludes 34,370 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that wereare subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes). Mr. Roth has shared voting and investment powersin accordance with respect to the 90,269applicable issuance schedule in effect for those shares.
(9)(7)Includes (i) 77,28680,657 shares of common stock and 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019, (ii) 1,937,226 shares of common stock held under the Non Exempt Bypass Trust created under the Roscoe Moss Jr Revocable Trust dated March 24, 1982 for which Mr. Van Valer has sole voting and dispositive powers, and (iii) 200,642 shares of common stock held under an Exempt Bypass Trust created under the Roscoe Moss Jr Revocable Trust dated March 24, 1982 for which Mr. Van Valer has sole voting and dispositive powers.
(10) Excludes 2,705 shares of the Corporation's common stock underlying deferred stock awards which will be issued in one or more installments following Mr. Van Valer's cessation of Board service. The address for Robert A. Van Valer is 4360 Worth Street, Los Angeles, California 90063.
(11)(8)Includes (i) 7,319Excludes 7,977 shares of the Corporation's common stock and (ii) 476 shares of common stock subject to a restricted stock unit award that were issued on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes).
(12)Includes (i) 13,915 shares of common stock and (ii) 963 shares of common stock subject to a restricted stock unit award that were issued on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes).
(13)Includes (i) 11,338 shares of common stock, (ii) 2,500 shares of common stock held under a Roth IRA, and (iii) 1,120 shares of common stock subject to a restricted stock unit award that were issued on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes). Mr. Lynch has shared voting and investment powers with respect to the 11,338 shares.
(14)Includes (i) 1,891 shares of common stock, (ii) 100 shares of common stock held by Mr. Walters' spouse, and (iii) 963 shares of common stock subject to a restricted stock unit award that were issued on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes).
(15)Includes 7,667 shares of common stock subjectissuable pursuant to restricted stock unit awards that were issued to the named executive officers on February 29, 2016 (which amount is net of shares withheld to cover withholding taxes).  See footnotes (8) and (11) through (14) above.
(16)Includes (i) 1,180,092 shares of common stock held by the Nancy O. Moss Trust and (ii) 1,000 shares of common stock held under a SEP-IRA account. Ms. Moss has shared voting and investment powers over the shares held in her trust.
(17)The mailing address of Nancy O. Moss is 25 Kewen Place, San Marino, California 91108.
(18)Pursuant to Schedule 13D/A filed with the SEC on March 3, 2016, by Gabelli Funds, LLC, GAMCO Asset Management Inc. ("GAMCO") and Teton Advisors, Inc. According to this Schedule 13D/A, GAMCO, Gabelli Funds, LLC and Teton Advisors, Inc. had the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 311,375 shares of common stock, 609,901 shares of common stock and 111,304 shares of common stock respectively, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO did not have the authority to vote 25,100 of the reported shares, (ii) Gabelli Funds, LLC had sole dispositive and voting power with respect to the shares of the Corporation held by the Funds (as defined in the Schedule 13D/A) so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Corporation and, in that event, the Proxy Voting Committee of each Fund would respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund could take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario J. Gabelli, Associated Capital Group, Inc., GAMCO Investors, Inc., and GGCP, Inc. were indirect with respect to shares beneficially owned directly by other reporting persons.

23

In addition to the ownership of the shares reported in the above table, as of February 2, 2016, the following directors, nominees to the Board and named executive officers held deferred stock awards and restricted stock units covering shares of the Corporation's common stock as follows:
Name 
 Number of Shares*
Directors and Nominees for Directors:   
Katharine Armstrong 1,169
(1)
Walter J. Bishop 1,169
(1)
Mark L. Cali 11,570
(1)(2)
Douglas R. King 10,125
(1)(2)
Debra Man —
 
Daniel B. More 1,169
(1)
Ronald B. Moskovitz 1,169
(1)
George E. Moss 1,169
(1)
W. Richard Roth, President, Chief Executive Officer and Chairman of the Board 163,261
(3)
Robert A. Van Valer 3,776
(1)(2)
Executive Officers not listed above:   
Andrew R. Gere, Chief Operating Officer (since April 29, 2015) 5,315
(4)
Palle L. Jensen, Senior Vice President of Regulatory Affairs 6,911
(4)
James P. Lynch, Chief Financial Officer and Treasurer 7,444
(4)
Andrew F. Walters, Chief Administrative Officer 6,929
(4)
______________
*The shares reported in this table are not deemed to be beneficially owned by the individuals listed above under applicable SEC rules and regulations.
(1)Includes shares of common stock underlying restricted stock units awarded to the non-employee Board members under the Corporation's Long-Term Incentive Plan. The restricted stock units vest in full upon the non-employee director's continuation in board service through the day immediately preceding the date of the following annual shareholder meeting. The units will vest in full, and the underlying shares will become immediately issuable should such non-employee director cease Board service by reason of death or permanent disability prior to such vesting date.
(2)Includes shares of the Corporation's common stock underlying deferred stock awards which will be issued in one or more installments following the individual's cessation of such Board service or any earlier date that the non-employee Board member has designated pursuant to the special payment election provided to him in 2007.
(3)The 163,261 shares of the Corporation's common stock are issuable pursuant to deferred stock awards and restricted stock units which are subject to various performance vestingperformance-vesting and service vestingservice-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(4)(9)TheExcludes 7,305 shares of the Corporation's common stock issuable pursuant to these restricted stock unit awards that are subject to various performance vestingperformance-vesting and service vesting schedulesservice-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(10)
Includes (i) 2,532 shares of common stock, (ii) 2,500 shares of common stock held under a Roth IRA, and (iii) 17,373shares of common stock held by Mr. Lynch and his spouse in joint tenancy. Mr. Lynch has shared voting and investment powers with respect to 17,373 shares. Excludes 8,343 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(11)Includes (i) 3,891 shares of common stock and (ii) 7,263 shares of common stock held by the John Affaki and Suzy Papazian Living Trust dated December 10, 2008. Excludes 7,296 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.
(12)Includes an aggregate of 7,385 shares of common stock subject to restricted stock unit awards held by non-employee Board members which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019. 
(13)Pursuant to Schedule 13G filed with the SEC on February 8, 2019, BlackRock, Inc. had sole power to vote or to direct the vote of 1,425,475 shares of common stock and sole power to dispose or to direct the disposition of 1,481,108 shares of common stock.
(14)Pursuant to Schedule 13G filed with the SEC on February 12, 2019, The Vanguard Group had sole power to vote or to direct the vote of 33,640 shares of common stock and sole power to dispose or to direct the disposition of 1,413,501 shares of common stock, and had shared power to vote or to direct the vote of 12,178 shares of common stock and shared power to dispose or to direct the disposition of 40,479 shares of common stock.

(15)Pursuant to Schedule 13G filed with the SEC on February 14, 2019, T. Rowe Price Associates Inc. had sole power to vote or to direct the vote of 319,343 shares of common stock and sole power to dispose or to direct the disposition of 1,869,385 shares of common stock.
For further information concerning such restricted stock unit and deferred stock awards, please see the following sections of this proxy statement: "Compensation of Directors"Directors," "Summary Compensation Table" and "Executive Compensation and Related Information-Summary Compensation Table and Grants"Grants of Plan-Based Awards."


24










EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the principles underlying our executive officer compensation policies and discusses the decisions relating to the named executive officer compensation for the 2018 fiscal year. The Executive Compensation Committee (the "Committee") of the Board of Directors is responsible for reviewing and approving the compensation payable to the Corporation'sour officers and other key employees. This Compensation Discussion and Analysis discusses the principles underlying the Corporation's policies and decisions relating to executive officer compensation for the 2015 fiscal year. The Corporation's Chief Executive Officer (the "CEO"), the Chief Financial Officer and the other executive officers included in the Summary Compensation Table that appears later in this proxy statement will be referred to as theOur "named executive officers" for purposes of this discussion.2018 are listed below:
NameTitle
Eric W. ThornburgPresident, Chief Executive Officer and Chairman of the Board of SJW Group
Andrew R. GerePresident and Chief Operating Officer of San Jose Water Company ("SJWC")
Palle L. JensenExecutive Vice President of SJWC
James P. LynchChief Financial Officer and Treasurer of SJW Group
Suzy PapazianGeneral Counsel and Corporate Secretary of SJW Group

This Compensation Discussion and Analysis is organized into four key sections:Page
EXECUTIVE SUMMARY29
Executive Compensation Highlights29
Executive Compensation Practices and Governance Highlights30
COMPENSATION OBJECTIVES AND PHILOSOPHY30
DISCUSSION AND ANALYSIS31
Components of Compensation31
Setting Executive Compensation for 201836
OTHER COMPENSATION MATTERS39
Impact of 2018 "Say-on-Pay" Vote39
Risk Assessment39
Other Key Executive Arrangements39
Stock Ownership Policies40
IRC Section 162(m) Compliance41



EXECUTIVE SUMMARY
Executive SummaryCompensation Highlights
Highlights of Compensation Program Changes for 2015
During 2014, the Committee undertook a comprehensive review of the Corporation's compensation philosophy, policies and practices and made significant changes related to 2015In fiscal year 2018, we continued our strong commitment to pay for performance by aligning a significant portion of executive compensation that align the compensation programs for the executive officers with the Corporation's objectives and respond to changesperformance. As indicated in the marketplace:
The Committee adjustedcharts below, the peer group used to benchmark executive2018 performance-based and long-term incentive compensation to ensure that the peer group best represents the market for executive talent among similar size, publicly-traded regulated utility companies.
The Committee negotiated a new multi-year compensation package for theMr. Thornburg, our President and CEO, which includes multi-year equity grants; approximately 70constituted 61 percent of his annual total target direct compensation (not including the special sign-on cash bonus paid in 2018); and the 2018 performance-based and long-term incentive compensation for our other named executive officers, as a group, constituted 38 percent of the officers' annual total target direct compensation; these allocations are generally consistent with the average for our peer group as set forth in the charts below. Accordingly, a significant portion of our named executive officers' compensation is "at risk."
Our compensation program for the named executive officers consisted primarily of base salary, a cash incentive program and an equity awards provided under the new compensation package areincentive program in the form of performance-based awards tied to financial performance and total shareholder return.
A significant portion of the 2015 long-term incentive awards for the other named executive officers are tied to performance-based vesting.
The corporate level goal included in the short-term incentive program was revised for 2015 so that different performance measures are utilized for the annual bonuses and equity awards.
The performance-based equity awards granted to our named executive officers in 2015 are subject to clawback to the extent required by law or stock exchange listing requirements.
Summary of Executive Compensation Governance
Consistent with our focus on pay for performance, the framework for our compensation governance practices includes the following:
Performance contingent compensation in the form of the annual short-term incentive and a significant portion of the long-term equity incentive awards.
Multiple performance metrics between the annual and long-term incentive plans discourage excessive risk-taking by removing any incentive to focus on a single performance goal to the detriment of the Corporation.
The Committee retains an independent compensation consultant to advise the Committee.
For purposes of benchmarking, we used a peer group that was developed based on objective criteria recommended by our compensation consultant.
We have implemented a clawback provision inservice-based restricted stock units (RSUs) grants made in 2015.
We do not allow hedging("RSU"). The cash and pledgingequity incentive programs are driven by metrics that align with the Corporation’s business, short-term strategic operating goals and long-term growth strategy. The only fixed component of pay is base salary. For the 2018 fiscal year, 75 percent of the target performance-based cash incentive award for the executive officers, including the CEO, was based on performance goals tied to capital additions, water quality compliance and several key operational goals measuring the successful operation of the business and 25 percent of the target performance-based cash incentive award was based on strategic objectives. For the performance-based RSUs, which are aligned with the long-term interests of our common stock.stockholders, the goals included total shareholder return, return on equity and earnings per share.
Our executive stock ownership guidelines require stock ownership levels equal to a specified multiple of base salary. The ownership levels are two times base salary for our Chief
TARGET PAY MIX
chartsjw2019proxystatement1.jpgchartsjw2019proxystatement2.jpg
chartsjw2019proxystatement3.jpgchartsjw2019proxystatement4.jpg

Executive OfficerCompensation Practices and one time base salary for our other executive officers.Governance Highlights
The Committee annually assesses whether our compensation programs have potential risks that are reasonably likely to have a material adverse effect on the Corporation.

WHAT WE DO
aAlign our executive pay with performanceaInclude a "clawback" provision in our performance stock awards
aProvide an appropriate balance of annual and long-term incentives and include multiple measures of performance that are tied to our strategies, goals and stock price performanceaProhibit hedging and pledging of the Corporation's common stock
aProvide change in control payments under the Executive Severance Plan only on a double triggeraMaintain a meaningful equity ownership policy for the named executive officers
aInclude caps on individual payouts in short-term and long-term incentive plansaThe Executive Compensation Committee has retained independent compensation consultants
aHold an annual "say-on-pay" advisory voteaRegularly evaluate our peer group and pay positioning
aAnnually assess risks in our compensation programs
25
WHAT WE DON'T DO
rPay dividends on unvested equity awardsrProvide excessive perquisites
rProvide excise tax gross-up to the CEO or tax gross-up to any NEOs on perquisitesrAllow short sales or purchases of equity derivatives of our common stock by officers or directors
rTime the release of material non-public information to affect the value of executive compensation

Compensation Objectives and Philosophy
COMPENSATION OBJECTIVES AND PHILOSOPHY
The Committee seeks to maintain an overarching pay-for-performance compensation philosophy through the use of compensation programs for the Corporation's executive officers that are designed to attain the following objectives:
Recruit, motivate and retain executives capable of meeting the Corporation's strategic objectives;
Provide incentives to achieve superior executive performance and successful operation and financial results for the Corporation; and
Align the interests of executives with the long-term interests of shareholders.stockholders.
The Committee seeks to achieve these objectives by:
Establishing a compensation structure that is both market competitive and internally fair;
Linking a substantial portion of compensation to the Corporation's operational and financial performance and the individual's contribution to that performance;
Maintaining a compensation structure that is designed to provide below-target compensation for underachievement and upward leverage for exceptional performance; and

Providing long-term equity-based incentives and encouraging direct sharestock ownership by executive officers.
The Committee is not authorized to delegate any of its authority with respect to executive officer compensation, other than with respect to routine administrative functions. However, the Committee may from time to time consult with other independent Board members regarding executive compensation matters and is authorized to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for the Corporation's executive officers and other key employees.
Setting Executive Compensation for 2015DISCUSSION AND ANALYSIS
MajorThis section provides detailed information about our named executive officers' 2018 compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual bonus opportunities and the determination of the size of long-term equity incentive awards, are generally made by the Committee during the last quarter of the prior year or during the first quarter of the current year. For the 2015 fiscal year, such decisions were made in October 2014 (with respect to establishing base salaries, target annual bonuses and grant of equity awards), January and February 2015 (with respect to setting the performance goals applicable to the annual bonuses and equity awards) and April 2015 (with respect to further adjusting the cash compensation, setting the performance goals to the annual bonus and grant of additional equity awards for one of the named executive officers in connection with his appointment).
The principal factors that the Committee considered when setting the 2015 compensation levels for the named executive officers were as follows:
Competitive benchmarking;
Long-term retention;
Management's recommendations;
Advice from the Committee's independent compensation consultant and other compensation advisors;decision making process.
Results of the last Say-on-Pay Proposal;
Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan;
Individual performance as assessed by the Committee, with input from the CEO as to the named executive officers other than himself;
The cost of living in the San Francisco Bay Area; and
Tenure, future potential and internal pay equity.

26

Impact of 2014 Say-on-Pay Vote:The most recent shareholder advisory vote on executive officer compensation required under the federal securities laws was held on April 30, 2014. Approximately 73 percent of the votes cast on such proposal were in favor of the compensation of the named executive officers. Following the 2014 annual shareholder meeting, the Committee undertook a review of the Corporation's compensation philosophy, policies and practices and made significant changes as described herein that impacted the compensation of the named executive officers for the 2015 fiscal year and thereafter.
The Committee will continue to take into account future shareholder advisory votes on executive compensation and other relevant market developments affecting executive officer compensation in order to determine whether any subsequent changes to the Corporation's executive compensation programs and policies would be warranted to reflect any shareholder concerns reflected in those advisory votes or to address market developments.Based on the voting preference of the shareholders, the frequency of future Say-on-Pay votes is every three years. Accordingly, the next shareholder advisory vote on executive officer compensation will occur at the 2017 annual meeting and the Committee will take into account the results of such shareholder advisory vote in setting compensation for future years.
Role of Management:As in prior years, the CEO provided the Committee with recommendations regarding the 2015 compensation levels for each of the named executive officers other than himself. Such recommendations included base salary adjustments, target bonus amounts and actual payout levels for those bonuses, and the size of long-term incentive awards. The CEO also provided the Committee with his assessment of the individual performance of each of the other named executive officers.
Role of External Advisors:The Committee engaged Mercer (US) Inc. ("Mercer"), a global human resource consulting firm with extensive expertize and experience providing executive compensation consulting services, to serve as the Committee's new independent compensation consultant in April 2014. Mercer provided the following services:
Advised the Committee in selecting a new peer group to be used for benchmarking compensation;
Conducted a competitive review of CEO and other executive officer compensation levels and practices relative to the revised peer group;
Advised the Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the CEO under his amended employment agreement;
Advised the Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the other named executive officers;
Advised the Committee regarding short and long-term incentive compensation design changes; and
Conducted a benchmarking assessment of the competitiveness of director compensation relative to the revised peer group.
Representatives of Mercer attended certain Committee meetings and provided guidance and expertise on competitive pay practices and plan designs that are consistent with the key objectives of the Corporation's compensation programs. Mercer did not perform any services on behalf of management. In addition, the Committee determined that Mercer was independent and that Mercer's work did not raise any conflict of interest. The Committee made such determinations primarily on the basis of the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) under the Securities Exchange Act of 1934. The Committee will apply the same factors, together with any factors identified by the New York Stock Exchange and any other factors the Committee may deem relevant under the circumstances, in determining whether any other persons from whom the Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.
Benchmarking: The Committee made a number of decisions regarding 2015 fiscal year compensation for the named executive officers on the basis of the executive compensation benchmarking report prepared by Mercer dated October 2014. The October 2014 report benchmarked the compensation paid by the peer group described below to their executive officers; the compensation data was based on 2014 proxy disclosures aged forward for compensation planning purposes, reflecting the historic nature of the collected data.
As part of the overall compensation review undertaken in 2014, and based on recommendations from Mercer, the Committee approved a new peer group comprised of companies that are U.S. publicly-traded utility companies of similar size and companies that are identified externally as the Corporation’s peers.  The revision of the peer group resulted in the elimination of two of the companies that were previously included in the peer group, for benchmarking compensation

27

decisions made for the 2014 fiscal year (including CH Energy Group which was acquired in 2013) and the addition of four new companies that satisfied the revised criteria.  The Committee believes that all of the peer companies represented primary competitors for executive talent and investment capital.
Accordingly, the revised peer group in effect for benchmarking decisions made after April 2014 (including the compensation for the CEO under his amended employment agreement) was comprised of the following companies:
Peer Group
American States WaterAmerican Water WorksArtesian ResourcesAqua America
California Water Service GroupChesapeake UtilitiesConnecticut Water ServiceEl Paso Electric
Empire District ElectricGas NaturalMGE EnergyMiddlesex Water
Northwest Natural GasSouth Jersey IndustriesUnitilYork Water
For the 2015 fiscal year, the Committee targeted total annual direct compensation between the median and the 75th percentile of the new peer group. The table below shows the target total direct compensation for the 2015 fiscal year relative to the new peer group data as was provided by Mercer to the Committee:
NameTitle
Percentile Level of Total Target
Direct Compensation for 2015 Fiscal Year
W. Richard RothPresident, Chief Executive Officer and Chairman of the Board62nd(1)
Andrew R. GereChief Operating Officer (beginning April 29, 2015)34th(2)
Palle L. JensenSenior Vice President of Regulatory Affairs58th
James P. LynchChief Financial Officer and Treasurer57th
Andrew F. WaltersChief Administrative Officer55th
_______________
(1)For purposes of such calculation, the grant-date fair values of equity awards provided to Mr. Roth under the amended employment agreement were annualized over the respective vesting periods.
(2)Mr. Gere’s positioning is based on his base salary and target annual bonus opportunity which were set in April 2015 in connection with his appointment as the Chief Operating Officer, and grant date fair value of restricted stock units granted for 2015.
Amendment of CEO Employment Agreement
In July 2014, the Committee negotiated a new compensation package with the CEO and amended his employment agreement. The primary objective of the amended agreement was to retain Mr. Roth's services and his leadership and direction in the achievement of the Corporation's strategic business objectives through the end of the 2017 fiscal year. Therefore the new compensation package utilizes a multi-year equity award structure in lieu of a series of annual grants, and a combination of performance-vesting requirements and service-vesting requirements on the equity awards that are intended to enhance shareholder value, promote the retention of his services, and provide a competitively positioned annualized total direct compensation package over the extended contract term.
The principal terms of the employment agreement, as most recently amended, are summarized in the section entitled "Employment Agreements, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement. However, for purposes of this discussion, it is important to note the following key points regarding the amended agreement:
Mr. Roth's annual base salary for the 2015 calendar year was increased to $710,000, and his annual base salary for the 2016 and 2017 calendar years will be increased by four percent per year to $738,400 and $767,936, respectively.
Mr. Roth's target bonus will remain at 25% of his base salary.
Approximately 70 percent of his target equity awards are in the form of performance based RSUs, half of which are based on a three-year performance period.
Mr. Roth's compensation will be subject to clawback in accordance with applicable laws and regulations.

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Equity awards under the revised agreement include the following:
◦A multi-year performance-based RSU award covering 19,917 target shares of the Corporation's common stock, which vests based on total shareholder return ("TSR") performance relative to eight water utility peers over the period measured from August 4, 2014 to December 31, 2017 (the "TSR Performance Period"), provided Mr. Roth remains in service with the Corporation through the end of such performance period.
◦A multi-year service-based RSU award covering 17,071 shares of the Corporation's common stock which vests in three equal annual installments upon Mr. Roth's completion of each year of service measured over the three-year period measured from January 1, 2015 to December 31, 2017.
◦Annual performance based RSU awards in the 2015, 2016 and 2017 calendar years, each award covering 6,639 target shares (subject to adjustment for certain events that occur prior to the grant date of that award), which vest based on the achievement of a return on equity ("ROE") based performance goal, to be determined at the start of each calendar year and measured over the applicable calendar year period (and subject to Mr. Roth's continued service through December 31 of the calendar year).
Components of Compensation
For the 20152018 fiscal year, the principal components of the Corporation's executive compensation program were as follows:
Base salarysalary;
Annual short-term cash incentivesincentives;
Long-term equity incentive awardsawards; and
Retirement benefit accrualsaccruals.
As a general guideline,In setting the 2018 compensation of the executive officers, the Committee seeksintended to provide a consistent mix of fixed (salary) and variable short-term incentive cash compensation by defining the target total direct compensation betweenSTI as 50 percent of salary for the medianCEO and 25 percent of salary for the 75th percentile for comparable positions at the peer group companies. The Committee believes that this range is appropriate given that the Corporation competes for talent in the highly competitive San Francisco Bay Area and the higher cost of living in the area relative to its peers. Thereother named executive officers. However, there is no pre-established policy for the allocation of compensation between cash and non-cash (equity) components or between short-term and long-term components, and there are no pre-established ratios between the CEO's compensation and that of the other named executive officers. Instead, the Committee determines the total direct compensation of each named executive officer based on its review of competitive market data for his or her position and its subjective analysis of that individual's performance and contribution to the Corporation's financial performance. The Committee may also take into account internal pay equity considerations based on the individual's relative duties and responsibilities within the organization.
The named executive officers are also provided with market competitive benefits and perquisites and are entitled to certain severance benefits in the event their employment terminates under certain defined circumstances, as more fully set forth below in this section and in the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.
Base Salary
It is the Committee's objective to set a competitive annual rate of base salary for each executive officer. The Committee believes that such competitive base salaries are necessary to attract and retain top quality executives, since it is common practiceexecutives.
2018 Base Salary for public companies to provide their executive officers with an annual component of compensation that provides a level of economic security and continuity from year to year, without substantial adjustments to reflect the Corporation's performance.
CEO Base Salary: Pursuant to his amendedMr. Thornburg's employment agreement, the CEO's base salary for calendar year 2015 was set at $710,000 which represented a 5% increase over his base salary for calendar year 2014.2018 was set at $700,000, with no increase from 2017 since he joined the Corporation during the fourth quarter of 2017. The Committee believes that this salary appropriately reflects Mr. Thornburg’s performance and experience within the context of the overall compensation philosophy.
2018 Base Salary of the Other Named Executive Officers: In setting the 20152018 fiscal year base salaries for the other named executive officers, the Committee considered each executive officer's tenure and responsibilities with the Corporation, competitive market data for histhe officer's position, the high cost of living in the San Francisco Bay Area, internal pay equity considerations, and the other components of histhe officer's total direct compensation for the year. The Committee approved market-based salary adjustments that ranged from zero2.9 to 105 percent increases for each of the below-listedsuch named executive officers.

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officers. Mr. Jensen's salary was increased by 10 percent in an effort to bring his total compensation in line with the competitive market and to be internally equitable.
Accordingly, the base salary levels in effect for the 20142017 and 20152018 fiscal years for each named executive officer and the applicable percentage increases for the 20152018 fiscal year are as follows:
Name Title 
2014
Salary
 2015
Salary		 
% 
Increase 
 Title 
2017
Salary
 2018
Salary		 
% 
Increase 
W. Richard Roth President, Chief Executive Officer and Chairman of the Board $676,000
 $710,000
 5.0% 
Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board $700,000
 $700,000
 0.0% 
Andrew R. Gere Chief Operating Officer (beginning April 29, 2015) N/A
 $280,000
 N/A
(1) President and Chief Operating Officer of SJWC $448,000
 $461,000
 2.9% 
Palle L. Jensen Senior Vice President of Regulatory Affairs $300,000
 $330,000
 10.0%  Executive Vice President of SJWC $378,000
 $389,000
 2.9% 
James P. Lynch Chief Financial Officer and Treasurer $403,000
 $403,000
 0.0%(2) Chief Financial Officer and Treasurer $428,000
 $441,000
 3.0% 
Andrew F. Walters Chief Administrative Officer $350,000
 $357,000
 2.0% 
Suzy Papazian General Counsel and Corporate Secretary $362,000
 $380,000
 5.0% 
_______________
(1)Mr. Gere's base salary was increased to $280,000 in connection with his appointment as Chief Operating Officer in April 2015.
(2)Mr. Lynch's base salary was not increased in 2015 in light of the competitive market data for his position.
Annual BonusCash Incentive Compensation
As part of their total compensation package, the Corporation's executive officers have the opportunity to earn anThe annual cash bonus. The cash bonusincentive awards are designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic operating goals. The potential cash bonuses for the executive officers for the 2015 fiscal year were tied to the Corporation's attainment of the following performance goals: (i) capital additions, (ii) environmental compliance, and (iii) several operational goals. The operational goals represent a mix of quantitative financial and non-financial goals covering key business objectives used to manage the business that are critical to achieving and maintaining superior performance in the public utilities industry. The non-financial operational goals are critical to measuring the successful operation of the business. All financial and non-financial goals are quantitative goals set by the Committee at the start of the fiscal year. The potential bonuses for the named executive officers other than the CEO were also tied to individual performance goals established by the Committee.
Target Incentive Amounts
Each year, the Committee establishes a target bonusannual incentive cash compensation for each named executive officer (tied to either a percentage of base salary or a specific dollar amount). The target bonusannual cash incentive compensation levels in effect for the 20142017 and 20152018 fiscal years for each named executive officer and the applicable percentage increases for the 20152018 fiscal year are as follows:
 Annual Incentive Cash Compensation   
Name Title 
2014
Target Bonus
 2015
Target Bonus		 
% 
Increase 
 Title 
2017
Target ($)
 
2018
Target ($)
 
% 
Increase 
W. Richard Roth President, Chief Executive Officer and Chairman of the Board $169,000
 $177,500
 5.0%(1)
Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board N/A
 $350,000
 N/A
 
Andrew R. Gere Chief Operating Officer (beginning April 29, 2015) N/A
 $60,000
 N/A
(2) President and Chief Operating Officer of SJWC $112,000
 $115,000
 2.7% 
Palle L. Jensen Senior Vice President of Regulatory Affairs $90,000
 $106,000
 17.8%  Executive Vice President of SJWC $95,000
 $97,000
 2.1% 
James P. Lynch Chief Financial Officer and Treasurer $85,000
 $85,000
 0.0%(3) Chief Financial Officer and Treasurer $107,000
 $110,000
 2.8% 
Andrew F. Walters Chief Administrative Officer $70,000
 $79,000
 12.9% 
Suzy Papazian General Counsel and Corporate Secretary $91,000
 $95,000
 4.4% 
_______________
(1)Mr. Roth's target bonus was set at 25% of his base salary, the same percentage as for 2014, in accordance with the terms of his employment agreement. The increase in target bonus for 2015 is due to the 5% increase in Mr. Roth's base salary for 2015.
(2)Mr. Gere's 2015 target bonus was increased to $60,000 in connection with his appointment as Chief Operation Officer in April 2015.

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(3)Mr. Lynch's target bonus was not increased in 2015 in light of the competitive market date for his position.
The potential payout for each such bonus award can range from 0 to 150 percent of target for the CEO, and from 0 to 200 percent of target for the other named executive officers, based on the Corporation's performance against the pre-established performance goals and the Committee's assessment of the officer's performance for such year.
CEO's Bonus for the 2015 Fiscal Year: The actual dollar amount of the CEO's bonus for the 2015 fiscal year was tied to the level at which the Corporation attained the corporate performance goals established by the Committee for that year and ranged as follows:
Level of PerformanceBelow Threshold PerformanceThreshold PerformanceTarget PerformanceMaximum Performance
Payout—
$88,750
(12.5% of base salary)
$177,500
(25 % of base salary)
$266,250
(37.5 % of base salary)
The actual 2015 bonus award approved for Mr. Roth was $230,927, or 130.1 percent of his 2015 target annual bonus as described further below.Performance Goals
The performance goals set by the Committee for the 20152018 fiscal year, together with the portion of the CEO target bonusannual cash incentive compensation allocated to each goal and the amount of bonus earned for each goal, were as set forth below.
Performance Criteria Goals and Minimum and Maximum Thresholds 
Allocation
of Target
Amount
($)(4)
 2015 Actual Bonus
Award
($)
San Jose Water Company
2015 Capital Additions (1)		 
Target Goal: $93,150,000
 
Minimum Threshold: $82,800,000
 
Maximum Goal: $103,500,000 or more
 $59,167
 
$58,634
 
Represents
99.1% of $59,167
 based on $92,960,000 of capital additions (between Minimum Threshold and Target Goal)
       
Compliance
(Environmental)
 
Maximum Goal: No material water quality or environmental violations (Target Goal and Minimum Threshold are not applicable) (3)
 $59,167
 
$88,751
 
Represents
150% of $59,167(Maximum Goal attained)
       
San Jose Water Company
Operational Goal (2)
 
Target Goal: Achieve 80% of identified key water industry objectives measured primarily in terms of service, reliability and efficiency
 
Minimum Threshold: Achieve 70% of identified water industry objectives
 
Maximum Goal: Achieve 90% of identified key water industry objectives
 $59,166
 
$83,542
 
Represents
141.2% of $59,166
based on 88.2% achievement of
 identified key water industry objectives (between Target Goal and Maximum Goal)
  Total 2015 Actual Bonus Award   $230,927
Performance Criteria% Allocation
San Jose Water Company 2018 Capital Additions (1)40%
San Jose Water Company Water Quality Compliance (2)20%
San Jose Water Company Key Operational Goals (3)15%
Strategic Objectives (4)25%
_______________

(1)"San Jose Water Capital Additions" meansRepresents San Jose Water Company's 2015 capital expenditures and does not include (i) the cost to retire facilities and (ii) improvements made to the Montevina Treatment Plant. The Target Goal, Minimum Threshold and Maximum Goal are equal to 90%, 80% and 100%, respectively, of the amount of capital expenditures (notin 2018, including the cost to retire facilities and improvementsexcluding expenditures made to the Montevina Treatment Plant) approved by San Jose Water Company's Board for the 2015 fiscal year.in connection with IRS bonus depreciation infrastructure reinvestments. Target goal is $103,400,000.

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(2)Target is achieved if San Jose Water Company does not receive a citation during the performance period from the California Division of Drinking Water (DDW) (i) for violating health-related drinking water standards and treatment techniques specified in the U.S. National Primary Drinking Water Regulations and California Code of Regulations Title 22, Chapter 15; or (ii) for violating secondary maximum contaminant criteria.
(3)San Jose Water Company annually establishes quantitative financial and non-financialkey operational goals (i.e., performance indicators) that are designed to align management's operating objectives with the primary goals of the Corporation's Strategic Plan. Operationalcompany's strategic plan. The operational goals represent a mix of quantitative goals covering key business objectives used to manage the business that are established by the Committee at the start of each fiscal year in terms of specific benchmarks that measure San Jose Water Company'scritical to achieving and maintaining superior performance in five critical areas: (i) water quality and pressure; (ii) customer service; (iii) infrastructure integrity and reliability; and (iv) efficiency and productivity.the public utilities industry. For 2015,the 2018 fiscal year, the operational goals were comprised of 176 key performance indicators of which 15 (88.2%) were achieved at target level or above.

(3)"No material water quality orrelated to environmental violations" means the absence of citations with material fines issued by state or federal environmental regulators in the 2015 fiscal year in connection with violations which occurred in the 2015 fiscal year or any of the preceding two years. A material fine is deemed to occur if the amount of the fine exceeds $25,000 in any one instance or $100,000 in the aggregate for the year.compliance, workplace safety, distribution system operations, and customer service.
(4)The actual bonusstrategic objectives listed below were established for all the executive officers, including for the CEO. The target goal is reached by achieving 5 of the 6 goals.
Achieve 2018 SJW Group planned operating budget/results;
Develop and conduct a customer satisfaction survey and prepare a response plan;
Develop and conduct an employee satisfaction survey and prepare a response plan;
Develop and implement a Community Engagement and Corporate Citizenship Initiative;
Implement the Information Governance Initiative; and
Prepare an Environmental Sustainability Report for SJW Group.
The actual annual cash incentive compensation attributable to each performance goal could have ranged from 0 to 150% of the portion of the target bonus amount allocated to that goal as described above. If the actual level of attainment of any such performance goal was between two of the designated levels, then the bonus potential with respect to that goal would be interpolated on a straight-line basis.
2015 Fiscal Year Bonuses for the Other Named Executive Officers: The actual bonus amount that any other named executive officer could have earned for the 2015 fiscal year ranged from 0 to 200 percent of his target bonus based on the Corporation's performance and the Committee's assessment of the named executive officer's individual performance for such year. The actual percentage within that range was to be determined as follows: (i) up to 150 percent of the portion of the target bonus could be earned, weighted 50 percent for the Corporation's performance and 50 percent for individual performance, and (ii)annual cash incentive compensation amount allocated to that goal with an additional 50 percent could be earnedof target annual cash compensation for the executive officers other than the CEO based on exceptional individual performance.
The Corporation's performance was measured in terms If the actual level of capital additions, environmental compliance and the attainment of certain operational goals, utilizing the same target for eachany such performance goal that was in effect for the CEO's 2015 fiscal year bonus, as summarized in the table above. However, the bonus potential for individual performance goals established for eachbetween two of the other named executive officer was not pre-allocated in distinct dollar segments among those various individual goals, anddesignated levels, then the attainment of one or more of those goals did not guaranteeannual cash incentive compensation potential with respect to that a named executive officergoal would be awarded any specific bonus amount. Rather, the portion of actual bonus amount payable for the 2015 fiscal year related to the individual goals for each of the other named executive officers was to be determined solely in the Committee's discretion basedinterpolated on its assessment of the named executive officer's individual performance measured against the achievement of specific individual operational goals or completion of specific projects or initiatives.

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The table below summarizes the principal individual goals that the Committee set for the 2015 fiscal year for each of the other named executive officers:a straight-line basis.
NameTitleGoals
Andrew R. GereChief Operating Officer (beginning April 29, 2015)
- Manage/control operating costs
- Execute plan to attain key performance indicators/project milestones
- Improve water supply reliability
- Enhance IT system utilization by the operations, distribution systems and water quality departments (collectively the "Operations Departments")
- Enhance employee retention and succession plan in the Operations Departments
- Ensure outstanding customer service by the Operations Departments
- Enhance San Jose Water Company's asset management program
Palle L. JensenSenior Vice President of Regulatory Affairs
- Optimize regulatory functions, proceedings, and decisions
- Ensure timely rate recovery of costs and capital investments
- Establish/maintain effective regulatory and government relations
- Ensure compliance with regulatory rules and requirements
- Evaluate and implement strategic customer service initiatives
James P. LynchChief Financial Officer and Treasurer 
- Optimize capital management and control corporate cost
- Execute financial plan/budgets to achieve targeted results
- Integrate/optimize accounting, finance, treasury, and tax functions
- Execute investor relations and retirement plan funding strategies
- Evaluate and optimize deployment and use of strategic assets
Andrew F. WaltersChief Administrative Officer
- Execute business transaction strategy
- Assist with the identification and implementation of operation and business process efficiencies
- Evaluate/execute corporate ventures and specific strategic initiatives
- Ensure organizational alignment with strategic plan/key performance indicators
2018 Fiscal Year Payout
In February 2016,2019, the Committee determined, on the basis of the Corporation's performance in relation to the performance criteria listed above for the Corporation and the executive officer's individual performance, that bonusesthe cash incentive compensation for the 20152018 fiscal year should be paid to the above-listed named executive officers in amounts ranging from 117145 to 142187 percent of target based on (i) reaching 130.1145 percent of the target allocated to the Corporation's performance goals described above, and (ii) reaching between 100 and 150 percent of the target allocated to individual performance goalsan additional $40,000 for each of Messrs. Gere, Jensen, Lynch and Walters, and (iii) a special bonus in the amount of $2,500 in recognition of exemplary efforts by each of the such named executive officers, during 2015other than the CEO, for exceptional individual performance in connection with the managementstrategic direction of the California drought.Corporation. In determining the level of attainment of the performance criteria, the Committee adjusted the 2018 operating results for costs and expenses incurred in connection with a proposed merger transaction and related activities. The table below sets forth the fiscal year 2015 annual bonus2018 cash incentive compensation targets and actual bonuscash incentive compensation payout amounts for each of thosethe named executive officers.officers on the basis of the performance criteria listed above:
 2018 Incentive Cash Compensation
Name Title 2015
Target
Bonus
($)		 2015
Target
Bonus
(% Salary)		 2015
Actual
Bonus
($)		 2015
Actual
Bonus
(% Target Bonus)		 
Target
($)
 
Actual
($)
Actual
(% Target)
Eric W. Thornburg $350,000
 $506,625
 145%
Andrew R. Gere Chief Operating Officer (beginning April 29, 2015) $60,000
 21% $71,091
 118%  $115,000
 $206,463
 180%
Palle L. Jensen 
Senior Vice President
of Regulatory Affairs
 $106,000
 32% $144,877
 137%  $97,000
 $180,408
 186%
James P. Lynch Chief Financial Officer and Treasurer $85,000
 21% $120,920
 142%  $110,000
 $199,225
 181%
Andrew F. Walters Chief Administrative Officer $79,000
 22% $92,811
 117% 
Suzy Papazian $95,000
 $177,513
 187%

In addition, Mr. Thornburg received a sign-on bonus in the amount of $310,000 in February 2018 in accordance with the terms of his employment agreement. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.
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Long-Term Incentive Equity AwardsCompensation
A significant portion of each named executive officer's compensation is provided in the form of long-term incentive equity awards under the Corporation's Long-Term Incentive Plan ("LTIP"). Long-term incentive awards are typically made to executive officers in the form of restricted stock units ("RSUs")time-based RSUs and leveraged performance-based RSUs covering shares of the Corporation's common stock. The Committee believes that RSUs are important to encourage the retention of the executive officers and will help to advance the share ownership guidelines the Committee has established for the executive officers. RSUs are less dilutive to shareholders than traditional option grants in terms of the number of shares issuable under those RSU awards and provide a more direct correlation between the compensation cost the Corporation must record for financial accounting purposes and the value delivered to the executive officers. In addition, RSUs continue to have value even in periods of declining stock prices and thereby serve as an important retention tool and also provide a less risky equity compensation program than that associated with option grants that only have value to the extent the price of the underlying stock appreciates over the option term.
The time-based RSUs granted to date have vesting schedules that provide a meaningful incentive for the executive officer to remain in the Corporation's service. In addition, a substantial portion of the CEO's equity grants have historically been performance-vesting RSUs in order to link a greater percentage of his compensation to long-term shareholder return. Effective with the equity awards granted to the CEO under his amended employment agreement and the equity awards granted to the other named executive officers in the 2015 fiscal year, leveragedLeveraged performance-based RSUs are also used to pay outpayout at increasing rates based on the level of attainment of the specified performance goals.
The Committee has followed a grant practice of tying regular-cycle equity awards to its annual year-end review of individual performance and its assessment None of the Corporation's performance for that year. Accordingly, equityRSU awards are typically madegranted to the named executive officers on an annual basis during the last quarter of each fiscal year or the first month of the succeeding fiscal year.include dividend equivalent rights.
20152018 Fiscal Year Grants to CEO: On January 27, 2015, the CEO2, 2018, Mr, Thornburg was granted ana service-based RSU award of RSUs covering 6,6393,545 shares of the Corporation's common stockthat vest in accordance with the termsthree equal installments on each of his amended employment agreement. The RSUs vest based on the attainment of a performance goal based on return on equity ("ROE") measured over the 2015 calendar year period and continued service through December 31, 2015. The ROE goal was 7.41 percent. Based on a return on equity of 10.3 percent for the 2015 calendar year, the award vested in full.2018, December 31, 2019 and December 31, 2020.
On August 4, 2014,January 30, 2018, Mr. RothThornburg was granted a performance-based RSU award covering 6,342 target shares that vests based on relative total shareholder return ("TSR") measured from August 4, 2014January 1, 2018 to December 31, 20172020 and a service-basedperformance-based RSU award covering 2,537 target shares that vests in equal annual installments overfollowing completing of the three-year3-year period measured from January 1, 2015 to2018 through December 31, 2017, pursuant to his amended employment agreement.
None2020 based on the level of attainment of the RSUCorporation's earnings per share ("EPS") for the 2020 calendar year, in each case, and continued service through December 31, 2020. The number of shares issuable under such TSR award and EPS award will range between 0 to 200 percent and 0 to 150 percent, respectively, of the target number of shares under such awards granted to Mr. Roth in 2014 and 2015 include dividend equivalent rights.based on the level of actual attainment of the specified performance goals.
20152018 Fiscal Year Grants to the Other Named Executive Officers: On January 2, 2015,2018, Messrs. Gere, Jensen and Lynch, and Walters and on January 2, 2015 and April 29, 2015, Mr. Gere,Ms. Papazian were each granted RSUs covering an aggregate number of shares of the Corporation's common stock specified below that vest in three equal installments upon completion of each year of service over the three yearthree-year period measured from the grant date. The RSU awards are without any dividend equivalent rights.
In addition, on January 27, 2015,30, 2018, Messrs. Gere, Jensen and Lynch, and Walters and on April 29, 2015, Mr. Gere,Ms. Papazian were each granted performance based RSUstwo performance-based RSU awards covering the target number of shares specified below. Each such performance based award will vestOne of the performance-based awards vested based on the level of achievement of a performance goal based on ROEreturn on equity ("ROE") measured over the 20152018 calendar year period and continued service through December 31, 2015.2018. The ROE goalgoals for the awards at threshold, target and maximum levels were 6.588.21 percent, 8.239.23 percent and 9.8810.26 percent, respectively. The corresponding number of shares issuable to an individual under each such ROE performance-based award will bewas 50 percent, 100 percent, and 150 percent of the target number of shares specified for such individual at threshold, target and maximum levels of performance, respectively, and no shares will bewould have been issued if the minimum threshold level of performance ishad not been attained. The other award vests following completion of the 3-year period measured from January 1, 2018 through December 31, 2020 based on the level of the Corporation's EPS for the 2020 calendar year and continued service through December 31, 2020. The number of shares issuable under such EPS awards will range between 0 to 150 percent of the target number of shares based on the level of actual attainment of the specified performance goals.

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The chart below indicates the number of shares of the Corporation's common stock underlying the RSU awards granted to the named executive officers other than the CEO in January 2015 and in April 2015. No other equity awards were granted to them during the 2015 fiscal year:2018.
Name Title 
Number of Shares subject to
Service RSU Award (1)
 
Target Number of RSUs for
ROE Award (1)(2)
 
Number of Shares subject to
Service RSU Award (1)
 
Target Number of Shares for
ROE RSU Award (2)
 
Target Number of Shares for EPS RSU
Award (3)
Andrew R. Gere Chief Operating Officer (beginning April 29, 2015) 1,124 501 1,285 827 552
Palle L. Jensen Senior Vice President of Regulatory Affairs 2,397 1,028 1,229 792 528
James P. Lynch Chief Financial Officer and Treasurer 2,789 1,196 1,403 904 603
Andrew F. Walters Chief Administrative Officer 2,397 1,028
Suzy Papazian 1,253 807 538
______________
(1)The aggregate number of shares of common stock underlying the service-based RSUs granted to Mr. Gere on January 2, 2015 was determined by dividing $20,000a designated dollar amount by $32.13,$63.47, the closing selling price of the Corporation's common stock on the January 2, 20152018 grant date of the award.date. The designated dollar amount was $81,500 for Mr. Gere, $78,000 for Mr. Jensen, $89,000 for Mr. Lynch and $79,500 for Ms. Papazian.
(2)The target number of shares of common stock underlying the service-based and performance-based RSUs granted to Mr. Gere on April 29, 2015 was determined by dividing $30,000a designated dollar amount by $29.95, the closing selling price of the Corporation's common stock on the April 29, 2015 grant date of the awards, allocated 50% for each award. The aggregate number of shares underlying the RSUs granted to Messrs. Jensen and Walters was determined by dividing $110,000 by $32.13,$59.13, the closing selling price of the Corporation's common stock on the January 2, 201530, 2018 grant date, allocated between the service-baseddate. The designated dollar amount was $48,900 for Mr. Gere, $46,800 for Mr. Jensen, $53,400 for Mr. Lynch and performance-based awards as set forth above. $47,700 for Ms. Papazian.
(3)The aggregatetarget number of shares underlying the RSUs granted to Mr. Lynch was determined by dividing $128,000a designated dollar amount by $32.13,$59.13, the closing selling price of the Corporation's common stock on the January 2, 201530, 2018 grant date, allocated between the service-based and performance-based awards as set forth above.
(2)Based on a return on equity of 10.3%date. The designated dollar amount was $32,600 for calendar year 2015, Messrs.Mr. Gere, $31,200 for Mr. Jensen, $35,600 for Mr. Lynch and Walters vested in 751, 1,542, 1,794 and 1,542 shares of common stock respectively under the ROE awards.$31,800 for Ms. Papazian.
The Committee believes the TSR, ROE and the EPS goals for the performance-based RSU awards are challenging and difficult to achieve, but attainable with significant skill and effort on the part of the executive team.
2018 ROE Awards Earned: In February 2019, the Committee determined, on the basis of an ROE of 11.67 percent for calendar year 2018, that Messrs. Gere, Jensen, and Lynch, and Ms. Papazian vested in 1,240, 1,188, 1,356, and 1,210 shares of common stock, respectively, under the ROE awards. In determining the level of ROE, the Committee adjusted the 2018 net income and year-end 2018 capital for costs and expenses incurred in 2018 in connection with a proposed merger and related activities.
Executive Benefits and Perquisites
The named executive officers are provided with certain market competitive benefits and perquisites. It is the Committee's belief that such benefits are necessary for the Corporation to remain competitive and to attract and retain top caliber executive officers, since such benefits are commonly provided by peer group companies.
Retirement Benefits: Executive officers are eligible to receive retirement benefits under San Jose Water Company's Retirement Plan, a tax-qualified defined benefit plan covering a broad spectrum of the Corporation'scompany's employees. Executive officers hired before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan ("SERP"), and executive officers hired on or after March 31, 2008 are eligible to receive additional retirement benefits under the Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). Both of those plans are non-qualified plans in which only senior officers and other designated members of management may participate, and such individuals remain general creditors of San Jose Water Company with respect to their accrued benefits under those plans.plans until the benefits are paid. A description of the plans and the benefits payable to each named executive officer upon retirement is set forth in the Pension Benefits table and the accompanying narrative that appears later in this proxy statement.

35

The pension benefits payable to the executive officersMessrs. Gere and Jensen, and Ms. Papazian under the SERP will increase in correlation with increases in their compensation levels and years of service. However, the present value of each executive officer's accrued pension benefit under the SERP will not only reflect such increases, but will also fluctuate from year to year based on the mortality tables and the interest rate used to discount anticipated future

payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase.
Messrs. Lynch and WaltersThornburg commenced employment with the Corporation after March 31, 2008 and accordingly participate in the Cash Balance SERP. Under that plan, each participant will receive compensation credits and interest credits on a quarterly basis to the book account maintained for him or her under the plan. The amount of the compensation credit each quarter will be tied to his or her compensation for that quarter and his or her years of credited service, and the percentage of compensation to be credited on such quarterly basis will increase as the participant's years of credited service increase. For Mr. Thornburg, (i) the percentage of compensation credited to his Cash Balance SERP account each quarter until the quarter he turns 65 will be at 39 percent of his quarterly compensation in lieu of the lower percentage levels in effect for other participants, (ii) the special sign-on bonus specified in his employment agreement will be included in his compensation for the plan quarter in which it is paid, and (iii) he will vest in his accrued benefit under such plan once he turns 65 instead of the regular 10-year vesting schedule in effect for the other participants. As of December 31, 2018, Mr. Thornburg had not vested in his accrued benefit under such plan. For Mr. Lynch, the percentage of compensation credited to his Cash Balance SERP account for the first 20 years of credited service will be at 15 percent of his quarterly compensation in lieu of the lower percentage levels in effect for other participants, and he vested in his accrued benefit under such plan after three years of service instead of the regular 10-year vesting schedule in effect for the other participants. Mr. Walters will also vest in his accrued benefit under such plan after three years of service.
For further information concerning the SERP and the Cash Balance SERP, please see the section entitled "Pension Benefits" that appears later in this proxy statement.
Broad-Based Employee Benefit Plans: Executive officers are also eligible to participate in San Jose Water Company's Salary Deferral Plan, a tax-qualified 401(k) defined contribution plan. San Jose Water Company matches up to four percent of each participant's contributions, subject to certain statutory limits. Such plan is open to all employees and officers under the same terms and conditions.
Elective Deferral: The named executive officers and certain other highly compensated employees may participate in San Jose Water Company's Special Deferral Election Plan pursuant to which eligible participants may defer up to 50 percent of their base salary and up to 100 percent of their bonus or othercash incentive compensation. The deferred amounts are credited with an annuala fixed rate of interest, that will not exceedcompounded semi-annually and reset at the beginning of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent of the long-term Applicable Federal Rate ("AFR") determined atas of the start of each fiscalsuch calendar year compounded semi-annually. A description of the plan and the amounts deferred thereunder are set forth in the section entitled "Non-Qualified Deferred Compensation," which appears later in this proxy statement.based on semi-annual compounding.
Other Benefits and Perquisites: All administrative employees, including executive officers, are eligible to receive standard health care, disability, life and travel insurance, and professional development benefits. In addition, the Corporation provides certain executives from time to time with (i) vehicles for business use and personal commutes, and (ii) club memberships, (iii) reimbursement of relocation and commuting expenses, including lodging and travel expenses, and (iv) reimbursement of certain spousal expenses incurred in connection with business trips taken by such executives.memberships. The Corporation also purchases season tickets to sporting and cultural events which the CEO and other executive officers and personnel of the Corporation may use for non-business purposes on occasions. Mr. Thornburg was also reimbursed for reasonable relocation expenses in connection with his move to the San Jose area (including temporary housing expenses in the San Jose area for up to 12 months), and is reimbursed for reasonable business related personal expenses approved by the Chair of the Committee of up to $40,000 per calendar year.
The Corporation does not provide tax gross-ups for any imputed income in connection with providing those particular benefits and perquisites.
Setting Executive Compensation for 2018
The principal factors that the Committee considered when setting the 2018 fiscal year compensation levels for the named executive officers were as follows:
Competitive benchmarking;
Long-term retention;
Management's recommendations;

Advice from the Committee's independent compensation consultant and other compensation advisors;
Results of the last "say-on-pay" proposal;
Feedback from stockholders and stockholder advisory groups;
Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan;
Individual performance as assessed by the Committee, with input from the CEO as to the named executive officers other than himself;
The cost of living and cost of labor in the San Francisco Bay Area; and
Tenure, future potential, and internal pay equity.
Major compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual incentive cash compensation opportunities and the determination of the size of long-term equity incentive awards, are generally made by the Committee during the last quarter of the prior year or during the first quarter of the current year.
Benchmarking: The Committee made a number of decisions regarding 2018 fiscal year compensation for the named executive officers (other than for Mr. Thornburg) on the basis of the executive compensation benchmarking report prepared by Mercer (US), Inc. ("Mercer") in October 2017. The report benchmarked the compensation paid by the peer group (as described below) to their executive officers.
Mr. Thornburg’s 2018 compensation was negotiated under his employment agreement. In determining compensation for Mr. Thornburg, the Committee used compensation benchmarking reports prepared by Mercer and by Pearl Meyer in September 2017.
Target Pay Positioning: For the 2018 fiscal year, the Committee targeted total annual direct compensation between the median and the 75th percentile of the peer group in light of the highly competitive San Francisco Bay Area talent market and the higher cost of living and cost of labor for the Corporation as compared to its peers. The Committee uses the peer group compensation as just one of the factors in its pay decisions. Individual positioning relative to market data also gives consideration to tenure, performance, potential and internal equity. In 2017, in response to feedback from stockholder advisory groups, the Committee reviewed the target pay positioning policy described above. Mercer provided the Committee with an analysis of the cost of living and cost of labor for peer companies based on their corporate headquarters location, with the cost of labor focused on positions with compensation levels in a similar range to the Corporation's executive officers. Based on the findings of this analysis, the Committee decided to continue to target compensation for executive officers between the median and the 75th percentile, subject to additional considerations of tenure, potential and internal equity.
The table below shows the projected market positioning of the executive officer target total direct compensation relative to the peer group based on data as was provided by Mercer to the Committee in September and October 2017.
NameTitle
Percentile Level of Total Target
Direct Compensation for 2018 Fiscal Year
Eric W. ThornburgPresident, Chief Executive Officer and Chairman of the Board
46th
(1)
Andrew R. GerePresident and Chief Operating Officer of SJWC
68th
Palle L. JensenExecutive Vice President of SJWC
57th
James P. LynchChief Financial Officer and Treasurer
65th
Suzy PapazianGeneral Counsel and Corporate Secretary
53rd
_______________

(1)This reflects positioning of Mr. Thornburg's 2018 target compensation, excluding the sign-on cash bonus paid in 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.
Peer Group: Each year, the Committee works with its independent compensation consultant to determine the appropriate peer group for benchmarking our executive compensation program. The peer group is generally comprised of companies that are U.S. publicly traded utility companies of similar size and companies that are identified externally as the Corporation's peers.  Based on recommendations from Mercer in July 2017, the Committee approved the peer group set forth below which was used for Mr. Thornburg's compensation under his employment agreement and for all the other executive officers' 2018 compensation. The Committee believed that all of the peer companies continued to represent primary competitors for executive talent and investment capital.
Peer Group
American States WaterAqua AmericaArtesian ResourcesAvista Corp.
California Water Service GroupChesapeake UtilitiesConnecticut Water ServiceEl Paso Electric
Middlesex WaterMGE EnergyNorthwest Natural GasPNM Resources Inc.
South Jersey IndustriesUnitilYork Water
Role of External Advisors: The Committee engaged Mercer, a global human resource consulting firm with extensive expertise and experience providing executive compensation consulting services, to serve as the Committee's independent compensation consultant. Mercer provided the following services:
Advised the Committee in selecting a peer group to be used for benchmarking compensation;
Conducted a competitive review of officer compensation levels and practices relative to the peer group;
Advised the Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the named executive officers, including Mr. Thornburg, and other officers;
Advised the Committee regarding short and long-term incentive compensation design changes; and
Confirmed the competitiveness of director compensation relative to the peer group.
Representatives of Mercer attended certain Committee meetings and provided guidance and expertise on competitive pay practices and plan designs consistent with key objectives.
The Committee determined that Mercer was independent and that its work did not raise any conflict of interest. The Committee made such determinations primarily on the basis of the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) under the Securities Exchange Act of 1934. The Committee will apply the same factors, together with any factors identified by the New York Stock Exchange and any other factors the Committee may deem relevant under the circumstances, in determining whether any other persons from whom the Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.
Role of Management: Mr. W. Richard Roth, the President and Chief Executive Officer of the Corporation until November 5, 2017, provided the Committee with recommendations regarding 2018 fiscal year compensation levels for each of the named executive officers other than Mr. Thornburg. Such recommendations included base salary adjustments, target annual incentive cash compensation opportunities and payout levels, and the size of long-term incentive awards. Mr. Thornburg provided the Committee with his assessment of the individual performance of each of the other named executive officers during 2018.

OTHER COMPENSATION MATTERS
Impact of 2018 "Say-on-Pay" Vote
We held our last "say-on-pay" vote in 2018 and over 95 percent of the votes cast on such proposal were in favor of the compensation of the named executive officers.
The Committee will continue to take into account future stockholder advisory votes on executive compensation and other relevant market developments affecting executive officer compensation in order to determine whether any subsequent changes to our programs and policies are warranted to reflect stockholder concerns or to address market developments.
Risk Assessment
The Committee, with the input and assistance of the Corporation's Human Resources Department, reviewed the various compensation programs maintained by the Corporation and its subsidiaries to determine whether any of those programs, including those maintained for the named executive officers, encouraged excess risk taking that would create a material risk to the Corporation's economic viability. Based on that review and the fact that the Corporation operates in a heavily-regulated environment, the Committee concluded it was not reasonably likely that any of the Corporation's compensation programs, including the executive officer compensation programs, would have a material adverse effect upon the Corporation. For further information concerning the overall compensation risk assessment process, please see the section to this proxy statement entitled "Executive Compensation and Related Information - Risk Assessment of Compensation Policies and Practices," which appears later in this proxy statement.
Other Key Executive Arrangements
Employment Agreements
The Corporation has entered into an employment agreement with Mr. Thornburg which is described more fully in the section titled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements."
Executive Severance Plan and Severance Programs
Executive Severance Plan: Plan: The Corporation maintains an Executive Severance Plan under which the CEOMr. Thornburg and the other named executive officers will become entitled to certain severance benefits on a so-called double trigger basis in the

36

event their employment were to terminate under certain defined circumstances in connection with a change in control of the Corporation. Accordingly, such benefits would be triggered in connection with such a change in control only if the executive officer's employment is terminated by the Corporation other than for good cause or such executive officer resigns in connection with (i) a significantly adverse change in the nature or the scope of his or her authority or overall working environment, (ii) the assignment of duties materially inconsistent with his or her present duties, responsibilities or status, (iii) a reduction in the sum of his or her base salary and target bonus,annual incentive cash compensation, or (iv) a relocation of his or her principal place of employment by 55 miles or more.
The Executive Severance Plan is designed to serve two primary purposes: (i) encourage the executive officers to remain in the Corporation's employ in the event of an actual or potential change in control transactiontransaction; and (ii) align the interests of the Corporation's executive officers with those of the shareholdersstockholders by enabling the executive officers to consider transactions that are in the best interests of the shareholdersstockholders and provide opportunities for the creation of substantial shareholderstockholder value without undue concern over whether those transactions may jeopardize their employment or their existing compensation arrangements.
The Executive Severance Plan also allows the Corporation to maintain a standard set of severance benefits for new and existing executive officers and limit the instances where one-off arrangements will be negotiated with individual executive officers.

Based on the foregoing considerations and the many years of service that most of the executive officers have rendered to the Corporation, the Committee believes that the benefits provided under the Executive Severance Plan, including any tax gross-up payment to cover the parachute payment taxes the executive officers (except for Mr. Thornburg) may incur under the federal tax laws with respect to one or more severance benefits provided under the plan, have been set at a fair and reasonable level and appropriately balance the respective interests of the various stakeholders.
For further information regarding the Executive Severance Plan and the severance benefits provided thereunder, please see the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.
Severance Benefits for Mr. RothMessrs. Thornburg and Mr. Lynch: Pursuant to the terms of his original employment agreement,Agreement, Mr. RothThornburg will become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change in control. Mr. Lynch will, as part of his negotiated compensation package with the Corporation, become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change of control. The Committee believes that such protections are typical for chief executive officers and chief financial officers in the peer group companies. For further information concerning Mr. Roth'sMessrs. Thornburg's and Mr. Lynch's potential severance benefits, see the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.

37Stock Ownership Policies

Executive Officer Security Ownership Guidelines
In 2006, the Committee established a policy requiring named executive officers to achieve specific security ownership guidelines within five years. The Committee believes that such a policy is consistent with its philosophy of encouraging executive officer stock ownership and will serve to further align the interests of the executive officers with those of shareholders.stockholders. Pursuant to the policy, executive officers are expected to own shares of the Corporation's common stock with an aggregate value equal to two times the annual base salary for the CEO and one times the annual base salary for the other named executive officers. Shares of the Corporation's common stock owned outright, shares underlying RSUs, and shares underlying deferred stock units, including deferred shares resulting from dividend equivalent rights, all count as shares owned for purposes of the guideline. Until the guideline is met, each executive is required to hold any shares of the Corporation's common stock issued upon the vesting of RSUs (net of any shares withheld or sold to cover statutory withholding taxes and other applicable taxes). As of December 30, 2015,31, 2018, all the named executive officers except for Messrs. Gere and Walters, had complied with the policy. Messrs. Gere and Walters have until April 2020 and January 2019, respectively, to comply. The following table shows each named executive officer's sharestock ownership as of December 30, 2015: 31, 2018:
Name Title 
Security
Ownership
($)(1)
 
Security
Ownership
Guideline
($)(2)
 Title 
Security
Ownership
($)(1)
 
Security
Ownership
Guideline
($)(2)
W. Richard Roth President, Chief Executive Officer and Chairman of the Board $8,354,809
 $1,420,000
Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board $1,515,423
 $1,400,000
Andrew R. Gere Chief Operating Officer (beginning April 29, 2015) $267,595
 $280,000
 President and Chief Operating Officer of SJWC $1,025,132
 $461,000
Palle L. Jensen Senior Vice President of Regulatory Affairs $587,458
 $330,000
 Executive Vice President of SJWC $754,763
 $389,000
James P. Lynch Chief Financial Officer and Treasurer $593,259
 $403,000
 Chief Financial Officer and Treasurer $1,422,760
 $441,000
Andrew F. Walters Chief Administrative Officer $204,856
 $357,000
Suzy Papazian General Counsel and Corporate Secretary $772,339
 $380,000
_______________
(1)This amount is calculated by multiplying (i) the sum of the shares of the Corporation's common stock actually owned, the shares underlying restricted stock unitsRSUs and any shares underlying deferred stock units, including deferred shares resulting from dividend equivalent rights, by (ii) $30.53,��$55.62, the closing selling price of the common stock on December 30, 2015.31, 2018.
(2)This amount is equal to two times the base salary in effect for the CEOMr. Thornburg for the 20152018 fiscal year and one times the base salary in effect for the other named executive officers for such year.

Policy Governing Hedging and Pledging of Common Stock
The Corporation has adopted policies that preclude the executive officers and certain employees and other individuals, including family members residing in the same household, from engaging in hedging or monetization transactions in the Corporation's common stock such as put and call options and short sales and from pledging the Corporation's common stock or holding such stock in margin accounts. Accordingly, the executive officers bear the full risk of economic loss, like any other shareholder,stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or restricted stock unitsRSUs that will convert into such shares following the satisfaction of the applicable vesting requirements.
IRC Section 162(m) Compliance
As a result ofFor years prior to 2018, Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for publicly-traded companies such as the Corporation are not allowed a federal income tax deduction for compensation paid to the CEO and the three other highest paid executive officers (other than the Chief Financial Officer)chief financial officer) to the extent that such compensation exceedsexceeded one million dollars per officer in any one year and doesdid not otherwise qualify as performance-based compensation.
The Corporation's Long-Term Incentive Plan ("LTIP") is structured soexemption for qualified performance-based compensation has been repealed and the class of affected executives has been expanded effective for taxable years beginning after December 31, 2017 such that compensation deemed paid to anour covered executive officer in connection with the exercise of stock options should qualify as performance-based compensation that is not subject to the one million dollar limitation. In addition, RSUs with performance-vesting goals tied to one or more of the performance criteria approved by the shareholders under the LTIP may also be structured to qualify as performance-based compensation for

38

Section 162(m) purposes. However, RSUs subject only to service-vesting requirements will not qualify as such performance-based compensation. Other awards made under the LTIP may or may not so qualify.
In establishing the cash and equity incentive compensation programs for the executive officers it is the Committee's view that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason the Committee may deem it appropriate to continue to provide one or more executive officers with the opportunity to earn incentive compensation, including cash bonus programs tied to the Corporation's financial performance and restricted stock units awards, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. It is the Committee's belief that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Corporation's financial success, even if all or part of that compensation mayone million dollars will not be deductible by reasonunless it qualified for transition relief applicable to certain arrangements in place as of November 2, 2017. Because of the uncertainties as to the scope and application of the transition relief, no assurances can be given that compensation intended to satisfy the requirements for exemption under Section 162(m) limitation.will in fact be fully deductible.

39

Summary Compensation Table
The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to the Corporation and its subsidiaries for the fiscal years ended December 31, 2013,2016, December 31, 2014,2017, and December 31, 20152018 by the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer, and the Corporation's other three most highly compensated executive officers whose total compensation for the 20152018 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 20152018 fiscal year. No executive officers who would have otherwise been includable in such table on the basis of total compensation for the 20152018 fiscal year (exclusive of any amounts that would have been reportable in column (h) of such table) have been excluded by reason of their termination of employment or change in executive status during that year. The listed individuals shall be hereinafterare herein referred to as the "named executive officers."
Name and Principal Position
(a)
 
Year
(b)
 
Salary
($)(1)
(c)
 
Bonus
($)(1)(2)
(d)
 
Stock
Awards
($)(3)
(e)
 
Option
Awards
($)(3)
(f)
 
Non-Equity
Incentive Plan
Compensation
($)(1)(4)
(g)
 
Change in
Pension
Value
($)
(h)
 
All Other
Compensation
($)(8)
(i)
 
Total
($)
(j)
W. Richard Roth 2015 $710,000
 — $228,116
 — $230,927
 $380,200
(6)$19,883
 $1,569,126
President, Chief Executive Officer and Chairman of the Board of SJW Corp. 2014 $676,000
 — $1,204,635
 — $253,500
 $1,138,973
(7)$28,826
 $3,301,934
 2013 $650,000
 — $380,007
 — $189,860
 —(7)$32,089
 $1,251,956
                  
Andrew R. Gere 2015 $271,969
(5)$32,500
 $47,146
 — $38,591
 $127,955
 $18,346
 $536,507
Chief Operating Officer of San Jose Water Company (beginning April 29, 2015)                  
                  
                  
Palle L. Jensen 2015 $330,000
 $76,700
 $106,825
 — $68,177
 $399,781
(6)$11,924
 $993,407
Senior Vice President of Regulatory Affairs of San Jose Water Company 2014 $293,692
 $22,500
 $101,572
 — $101,250
 $1,162,298
(7)$13,023
 $1,694,335
 2013 $265,000
 $17,500
 $91,994
 — $61,339
 —(7)$13,109
 $448,942
                  
James P. Lynch 2015 $403,000
 $66,250
 $124,291
 — $54,670
 $91,884
(6)$23,594
 $763,689
Chief Financial Officer and Treasurer of SJW Corp. 2014 $403,000
 $21,250
 $101,572
 — $95,625
 $131,271
(7)$23,197
 $775,915
 2013 $389,000
 $20,000
 $91,994
 — $70,102
 $74,783
(7)$22,253
 $668,132
                  
Andrew F. Walters 2015 $357,000
 $42,000
 $106,825
 — $50,811
 $53,143
(6)$32,189
 $641,968
Chief Administrative Officer of San Jose Water Company (beginning January 31, 2014) 2014 $316,862
 $46,042
 $101,470
 — $72,188
 $43,530
(7)$7,742
 $587,834
                  
Name and Principal Position (1) Year 
Salary
($)(2)
 
Bonus
($)(2)(3)
 
Stock
Awards
($)(4)
 
Non-Equity
Incentive Plan
Compensation
($)(2)(5)
 
Change in
Pension
Value
($)
 
All Other
Compen-
sation
($)(6)
 
Total
($)
Eric W. Thornburg 2018 $700,000
 $310,000
  $760,210
 $506,625
  $432,108
(7) $83,294
 $2,792,237
President, Chief Executive Officer and Chairman of the Board of SJW Group 2017 $80,769
 $—
  $863,079
 $—
  $41,045
  $35,120
 $1,020,013
                  

                   
Andrew R. Gere 2018 $461,000
 $40,000
  $156,217
 $166,463
  $464,208
(7) $23,469
 $1,311,357
President and Chief Operating Officer of San Jose Water Company 2017 $448,000
 $30,500
  $151,073
 $122,501
  $901,230
(8) $17,007
 $1,670,311
 2016 $354,212
 $47,500
  $112,280
 $57,353
  $491,113
(8) $17,051
 $1,079,509
                  

Palle L. Jensen 2018 $389,000
 $40,000
  $149,472
 $140,408
  $27,932
(7) $14,823
 $761,635
Executive Vice President of San Jose Water Company 2017 $378,000
 $26,250
  $126,992
 $103,906
  $871,934
(8) $12,652
 $1,519,734
 2016 $344,000
 $82,000
  $112,280
 $67,549
  $478,750
(8) $12,431
 $1,097,010
                  

James P. Lynch 2018 $441,000
 $40,000
  $170,641
 $159,225
  $69,386
(7) $23,005
 $903,257
Chief Financial Officer and Treasurer of SJW Group 2017 $428,000
 $29,250
  $145,310
 $117,031
  $106,420
(8) $22,699
 $848,710
 2016 $410,000
 $102,500
  $119,830
 $63,725
  $108,048
(8) $23,052
 $827,155
                  

Suzy Papazian 2018 $380,000
 $40,000
  $152,347
 $137,513
  $141,313
(7) $18,249
 $869,422
General Counsel and Corporate Secretary of SJW Group 2017 $362,000
 $65,250
  $122,197
 $99,532
  $371,072
(8) $15,522
 $1,035,573
              
   

              
   

_______________
(1)Mr. Thornburg joined the Corporation on November 6, 2017. Ms. Papazian was not a named executive officer prior to the 2017 fiscal year; in accordance with SEC rules, disclosure of her compensation is limited to the 2017 and 2018 fiscal years.
(2)Includes amounts deferred under (i) San Jose Water Company's Special Deferral Election Plan, a non-qualified deferred compensation plan for officers and other select management personnel and (ii) San Jose Water Company's Salary Deferral Plan, a qualified deferred compensation plan under section 401(k) of the Internal Revenue Code.
(2)(3)Includes a sign-on bonus in the amount of $310,000 paid in February 2018 to Mr. Thornburg in accordance with his employment agreement and a special bonus in the amount of $40,000 for exceptional individual performance for each of Messrs. Gere, Jensen and Lynch, and Ms. Papazian for the 2018 fiscal year. Represents the portion of the annual bonuscash incentive compensation paid at the discretion of the Committee based on a subjective assessment of individual performance goals. In the Summary Compensation Table included in the proxy statement filed in 2014, the entire annual bonusgoals for the named executive officers other than the CEO was reported in the Bonus column. However, we believe that the portion2017 and 2016 fiscal years. The amount of the annual bonus that is payable based on attainment of objective corporate performance goals should be reported in the Non-Equity Incentive Compensation column. Accordingly, the amount of the bonuscash incentive compensation payable based on attainment of the corporate performance goals is now reported in the Non-Equity Incentive Compensation table. For Mr. Walters in 2014, also includes a special $30,000 bonus received in connection with the commencement of his employment pursuant to the terms of his offer letter.

40

(3)(4)The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the time-basedservice-based and performance-based restricted stock unit awards made during each reported fiscal year, (and fully-vested shares issued to Mr. Roth in April of 2013), calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. The assumptions used in the calculation of the FASB ASC Topic 718 grant-date fair value of each such award are set forth in Note 1110 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 20152018 fiscal year. For time-basedservice-based restricted stock unit awards, the grant date fair value was determined using the closing share price of the Corporation's common stock on the date of grant, as appropriately discounted to reflect the lack of dividend equivalent rights. For the performance-based restricted stock unit awards that vest based on earnings per share and return on equity, the total grant-date fair value is calculated based onusing the probable outcome of the attainment of the respective pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of Mr. Thornburg's performance-based restricted stock unit award that vests based on relative total shareholder return was estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. The grant-date fair values of the 20152018 performance-based restricted stock unit awards at target and assuming maximum attainment of the performance goalgoals are as follows:
Grant Date Fair Value at Target Attainment Grant Date Fair Value at Maximum Attainment 
Grant Date Fair
Value at Maximum Attainment
W. Richard Roth$228,116
 $228,116
Eric W. Thornburg $921,598
 
Andrew R. Gere$14,714
 $22,071
 $118,251
 
Palle L. Jensen$35,322
 $52,983
 $113,193
 
James P. Lynch$41,095
 $61,643
 $129,228
 
Andrew F. Walters$35,322
 $52,983
Suzy Papazian $115,337
 
For further information concerning the time-basedservice-based and performance-based restricted stock unit awards, see the section below entitled "Grants of Plan-Based Awards." Mr. Roth is credited with shares of deferred stock, and a number of those deferred shares include dividend equivalent rights. The phantom dividends that accumulate each year on those deferred shares pursuant to such dividend equivalent rights are converted into additional deferred shares. However, since the dividend equivalent rights were factored into the original grant-date fair value of Mr. Roth's deferred shares, no further amounts are reported in this column with respect to the additional deferred shares attributable to the phantom dividends that accumulated during the fiscal year as a result of those dividend equivalent rights. The phantom dividends for the 2015 fiscal year were converted on January 4, 2016 into an additional 2,887 deferred shares for Mr. Roth. Such deferred shares had a fair market value of $85,600 on December 31, 2015 based on the $29.65 closing selling price of the Corporation's common stock on December 31, 2015, the last trading day in the 2015 fiscal year.
(4)(5)Represents the portion of the annual bonuscash incentive compensation which is based on the level of attainment of corporate performance goals.
(5)Mr. Gere's base salaryThornburg was increasednot eligible to $280,000 in connection with his appointment as Chief Operating Officer in April 2015.receive incentive cash compensation for the 2017 fiscal year.
(6)Consists of the following benefits: (i) club memberships for Messrs. Gere and Lynch; (ii) personal use of company vehicle for all named executive officers; (iii) 401(k) employer match made on such individual's behalf for all named executive officers; and (iv) moving expenses and temporary housing and living expenses paid to Mr. Thornburg in connection with his commencement of employment with the Corporation.

For the Year Ended December 31, 2018
Description Thornburg Gere 
Jensen 
 
Lynch 
 Papazian
Club Memberships $—
 $491
 $—
 $8,185
 $—
Personal Use of Company Vehicle $5,624
 $11,978
 $3,823
 $3,820
 $7,249
401(k) Employer Match $11,000
 $11,000
 $11,000
 $11,000
 $11,000
Relocation Expenses including Housing, Moving & Travel Expenses $66,670
 $—
 $—
 $—
 $—
Total $83,294
 $23,469
 $14,823
 $23,005
 $18,249


(7)Consists solely of the change in the actuarial present value of each named executive officer's accrued pension benefits recorded for the 20152018 fiscal year. The present value increased for each of Messrs. Roth,Thornburg, Gere, Jensen and Lynch, and WaltersMs. Papazian above the present value at the close of fiscal year 2014.2017. The present value for each of the accrued pension benefit fluctuates from year-to-year based on additional years of service, changes in compensation and increased age. In addition, such fluctuations may also occur due to the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase. The table below indicates the actuarial present value of the pension benefits accrued as of the close of the 20152018 and 20142017 fiscal years, respectively, by each named executive officer. For the 20152018 fiscal year calculations, the discount rates applied were 4.24%4.16% for the Retirement Plan and 3.95%4.09% for the Executive Supplemental Retirement Plan ("SERP") and Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). For the 20142017 fiscal year calculations the discount rates applied were 3.88%3.52% for the Retirement Plan and 3.66%3.44% for the SERP and Cash Balance SERP. The mortality rate tables used were unchanged andfor the 2018 fiscal year are described as follows: the RP-2014 Mortality Table basis adjusted to 2006, published by The Society of Actuaries, with projection scale MP-2014MP-2018 Mortality Improvement Scale and for the 2017 fiscal year was the RP-2014 Mortality Table basis adjusted to 2006, published by The Society of Actuaries, with projection scale MP-2017 Mortality Improvement Scale. Messrs. LynchThornburg's and Walters'Lynch's Cash Balance SERP benefit is based on a contribution rate of 15%39% and 10%15%, respectively, of their quarterly compensation (as defined in the plan), offset by a portion of their accrued benefit under the Retirement Plan.

41

Actuarial Present Value of
Retirement Benefits
 
W. Richard
Roth
 Andrew R. Gere 
Palle L.
Jensen 
 
James P.
Lynch 
 Andrew F. Walters Thornburg Gere 

Jensen 
 

Lynch 
 Papazian
Accrued as of the close of the 2015 fiscal year $7,383,207
 $1,197,589
 $2,684,816
 $460,689
 $96,673
Accrued as of the close of the 2014 fiscal year $7,003,007
 $1,069,634
 $2,285,035
 $368,805
 $43,530
Accrued as of the close of the 2018 fiscal year $473,153
 $3,054,140
 $4,063,432
 $744,543
 $1,168,934
Accrued as of the close of the 2017 fiscal year $41,045
 $2,589,932
 $4,035,500
 $675,157
 $1,027,621
Change in Pension Value $380,200
 $127,955
 $399,781
 $91,884
 $53,143
 $432,108
 $464,208
 $27,932
 $69,386
 $141,313
(7)(8)Consists solely of the change in the actuarial present value of each named executive officer's accrued pension benefits recorded for each of the 20142017 and 20132016 fiscal years. For further information concerning the pension benefits, see the section below entitled "Pension Benefits."
(8)Consists of the following amounts for each of the named executive officers: (i) club memberships, (ii) non-business lodging and travel expenses, (iii) personal use of company vehicle, and (iv) 401(k) employer match made on such individual's behalf.Benefits" which appears later in this proxy statement.
For the Year Ended December 31, 2015
Description 
W. Richard
Roth
 Andrew R. Gere 
Palle L.
Jensen 
 
James P.
Lynch 
 Andrew F. Walters
Club Memberships $3,235
 —
 —
 $8,315
 $2,500
Non-Business Lodging & Travel Expenses —
 —
 —
 —
 $15,000
Personal Use of Company Vehicle $6,048
 $8,237
 $1,512
 $4,679
 $4,262
401(k) Employer Match $10,600
 $10,109
 $10,412
 $10,600
 $10,427
Total $19,883
 $18,346
 $11,924
 $23,594
 $32,189



42

Grants of Plan-Based Awards
The following table provides certain summary information concerning each grant of an award made to a named executive officer in the 20152018 fiscal year under a compensation plan.plan:
Name
(a)
 
Grant Date
(b)
 
Date of
Pre-
Authori-
zation
 
Potential Payouts Under
Non-Equity Incentive Plan
Awards (1)  
 
Estimated Future Payouts
Under Equity Incentive Plan Awards 
 
All Other
Stock
Awards:
Number of Shares
of Stock
or Units
(#)
(i)
 
All Other
Option
Awards:
Number of
Securi-
ties
Under-
lying
Options
(#)
(j)
 
Exer-
cise
or
Base
Price of
Option
Awards
($/Sh)
(k)
 
Grant
Date
Value
(6)
(l)
Thresh-
old
($)
(c)
 
Target
($)
(d)
 
Maxi-
mum
($)
(e)
 
Thresh-
old
(#)
(f)
 
Tar-
get
(#)
(g)
 
Maxi-
mum
(#)
(h)
 
W. Richard Roth —
 —
 $88,750
 $177,500
 $266,250
 —
 —
 —
 —
 —
 —
 —
Name Grant Date 
Date of
Pre-
Authori-
zation
 
Potential Payouts Under
Non-Equity Incentive Plan
Awards (1)  
 
Estimated Future Payouts
Under Equity Incentive Plan Awards 
 
All Other
Stock
Awards:
Number of Shares
of Stock
or Units
(#)(2)
 
Grant
Date
Value
(3)
Thre-
shold
($)
 
Target
($)
 
Maxi-
mum
($)
 
Thre-
shold
(#)
 
Target
(#)
 
Maxi-
mum
(#)
 
Eric W. Thornburg —
 —
 $175,000
 $350,000
 $525,000
 —
 —
 —
 —
 —
 1/2/2018
 10/24/2017
 —
 —
 —
 —
 —
 —
 3,545
(4)$213,480
 1/30/2018
 —
 —
 —
 —
 1,268
 2,537
 3,805
(5)—
 $141,793
 1/27/2015
 —
 —
 —
 —
 —
 6,639
 —
(2)—
 —
 —
 $228,116
 1/30/2018
 —
 —
 —
 —
 3,171
 6,342
 12,684
(6)—
 $404,937
Andrew R. Gere —
 —
 $15,000
 $30,000
 $45,000
 —
 —
 —
 —
 —
 —
 —
 —
 —
 $57,500
 $115,000
 $172,500
 —
 —
 —
 —
 —
 1/2/2015 10/28/2014 —
 —
 —
 —
 —
 —
 623
(3)—
 —
 $18,584
 1/2/2018
 10/24/2017
 —
 —
 —
 —
 —
 —
 1,285
(7)$77,383
 4/29/2015 —
 —
 —
 —
 —
 —
 —
 501
(4)—
 —
 $13,848
 1/30/2018
 —
 —
 —
 —
 413
 827
 1,240
(8)—
 $47,983
 4/29/2015 —
 —
 —
 —
 251
 501
 751
(5)—
 —
 —
 $14,714
 1/30/2018
 —
 —
 —
 —
 276
 552
 828
(5)—
 $30,851
Palle L. Jensen —
 —
 $26,500
 $53,000
 $79,500
 —
 —
 —
 —
 —
 —
 —
 —
 —
 $48,500
 $97,000
 $145,500
 —
 —
 —
 —
 —
 1/2/2015
 10/28/2014
 —
 —
 —
 —
 —
 —
 2,397
(3)—
 —
 $71,503
 1/2/2018
 10/24/2017
 —
 —
 —
 —
 —
 —
 1,229
(7)$74,010
 1/27/2015
 —
 —
 —
 —
 514
 1,028
 1,542
(5)—
 —
 —
 $35,322
 1/30/2018
 —
 —
 —
 —
 396
 792
 1,188
(8)—
 $45,952
 1/30/2018
 —
 —
 —
 —
 264
 528
 792
(5)—
 $29,510
James P. Lynch —
 —
 $21,250
 $42,500
 $63,750
 —
 —
 —
 —
 —
 —
 —
 —
 —
 $55,000
 $110,000
 $165,000
 —
 —
 —
 —
 —
 1/2/2015
 10/28/2014
 —
 —
 —
 —
 —
 —
 2,789
(3)—
 —
 $83,196
 1/2/2018
 10/24/2017
 —
 —
 —
 —
 —
 —
 1,403
(7)$84,489
 1/27/2015
 —
 —
 —
 —
 598
 1,196
 1,794
(5)—
 —
 —
 $41,095
 1/30/2018
 —
 —
 —
 —
 452
 904
 1,356
(8)—
 $52,450
Andrew F. Walters —
 —
 $19,750
 $39,500
 $59,250
 —
 —
 —
 —
 —
 —
 —
 1/30/2018
 —
 —
 —
 —
 301
 603
 904
(5)—
 $33,702
Suzy Papazian —
 —
 $47,500
 $95,000
 $142,500
 —
 —
 —
 —
 —
 1/2/2015
 10/28/2014
 —
 —
 —
 —
 —
 —
 2,397
(3)—
 —
 $71,503
 1/2/2018
 10/24/2017
 —
 —
 —
 —
 —
 —
 1,253
(7)$75,456
 1/27/2015
 —
 —
 —
 —
 514
 1,028
 1,542
(5)1,028
 —
 —
 $35,322
 1/30/2018
 —
 —
 —
 —
 403
 807
 1,210
(8)—
 $46,822
 1/30/2018
 —
 —
 —
 —
 269
 538
 807
(5)—
 $30,069
_______________
(1)Reflects potential payouts under the annual bonuscash incentive compensation program tied to attainment of corporate performance goals; the entire bonuscash incentive compensation for all of the CEOnamed executive officers was tied to the attainment of these goals; a portion of the bonus for the other named executive officers was also tied to attainment of individual performance and is not included in this column with the actual amount paid based on individual performance reported in the Bonus column in the Summary Compensation Table.goals. Each potential level of payout based on the corporate performance goals was tied to the attained level at which San Jose Water Company attainedof the performance goals for the 20152018 fiscal year established by the Executive Compensation Committee. The goals were tied to a capital additions objective, environmentalwater quality compliance, and designated operational goals based on key water industry objectives, and strategic objectives. The capital additions objective was attained at the maximum level, the water quality compliance goal was attained at the maximum level, the operational goals were attained between the threshold and maximum levels (except for one operation goal which was not attained), and the strategic objectives were attained at maximum level, resulting in an actual cash incentive compensation to Mr. Thornburg in the dollar amount of $506,625 or 145% of his target levels,cash incentive compensation for the environmental compliance

43

goal was attained at the maximum level and the operational goals were attained between the target and maximum levels, resulting in an actual bonus to Mr. Roth in the dollar amount of $230,927 or 130.1% of his target bonus for the year and $38,591, $68,177, $54,670, and $50,811 for Messrs. Gere, Jensen, Lynch and Walters respectively representing 128.6%year and $166,463, $140,408, $159,225, and $137,513 for Messrs. Gere, Jensen and Lynch, and Ms. Papazian, respectively, representing 145% of their target allocated to the corporate goals. These amounts are reported in the Non-Equity Incentive Compensation column in the Summary Compensation Table.


(2)
On January 27, 2015, Mr. Roth was granted an awardReflects grants of restricted stock units under the Corporation's Long-Term Incentive Plan covering 6,639 shares ofas more fully described in the Corporation’s common stock in accordance with the terms of his amended employment agreement. The restricted stock units vest based on the attainment of a performance goal based on return on equity ("ROE") measured over the 2015 calendar year period and continued service through December 31, 2015. The ROE goal was 7.41%, and no shares would have been issued if such ROE goal was not attained. Based on an ROE of 10.3% for the 2015 calendar year, 6,639 shares of the Corporation's common stock were issued to Mr. Roth on February 29, 2016 (a portion of which were withheld to cover applicable withholding taxes).footnotes below. The restricted stock units do not include dividend equivalent rights.
A portion of the vested shares which become issuable under the units will be withheld by the Corporation to cover the applicable withholding taxes.
(3)The grant-date value is calculated in accordance with FASB ASC Topic 718, and accordingly determined on the basis of the closing selling price per share of the Corporation's common stock on the applicable grant date, as appropriately discounted to reflect the lack of dividend equivalent rights. For the performance-based restricted stock unit awards that vest based on earnings per share ("EPS") and return on equity ("ROE"), the total grant-date fair value is calculated using the probable outcome of the attainment of the respective pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of Mr. Thornburg's performance-based restricted stock unit award that vests based on relative total shareholder return ("TSR") was estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. The reported grant-date value does not take into account any estimated forfeitures relating to service-vesting conditions.
(4)On January 2, 2015,2018, Mr. Thornburg was awarded service-based restricted stock units covering 3,545 shares of the Corporation's common stock. Each restricted unit entitles Mr. Thornburg to receive one share of the Corporation's common stock on the applicable vesting date of that unit. The restricted stock units vest in a series of three successive equal annual installments on each of December 31, 2018, December 31, 2019, and December 31, 2020 subject to continued service. The units will vest in full, and the underlying shares will become immediately issuable, on an accelerated basis if (i) Mr. Thornburg's service terminates by reason of death or disability, or (ii) Mr. Thornburg is involuntarily terminated other than for good cause, or resigns for good reason, within 24 months after a change in control. Immediate vesting will also occur in the event there is a change in control of the Corporation in which the units are not assumed or otherwise continued in effect.
(5)On January 30, 2018, Messrs. Thornburg, Gere, Jensen, and Lynch, and Ms. Papazian were each granted performance-based restricted stock units covering the target number of shares specified in the table. Each such performance-based award will vest based on the level of achievement of a performance goal based on the Corporation's EPS for fiscal year 2020. The number of shares issuable under such award will range between 0 to 150 percent of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. If the executive officer’s employment terminates prior to the completion of the performance period by reason of death or disability or if he or she is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the executive officer will vest in the number of shares he or she would have vested in based on actual performance pro-rated based on the number of months of service (rounded up) completed during the performance period. In the event a change in control occurs during the performance period, the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death or disability or involuntary termination without cause or for good reason.
(6)On January 30, 2018, Mr. Thornburg was granted performed-based restricted stock units covering the target number of shares specified in the table. The award will vest based on the level of achievement of a performance goal based on relative TSR performance over the period measured from January 1, 2018 to December 31, 2020. The number of shares issuable under such award will range between 0 to 200 percent of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. If Mr. Thornburg’s employment terminates prior to the completion of the performance period by reason of death or disability or if he is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period he will vest in the number of shares he would have vested in based on actual performance pro-rated based on the number of months of service (rounded up) completed during the performance period. In the event a change in control occurs during the performance period the award will vest with respect to the target number of shares (i) upon the change in control if the award is not assumed, replaced or converted or (ii) at the end of the performance period if the award is assumed, replaced or continued, subject to accelerated vesting on an earlier termination by reason of death or disability or involuntary termination without cause or for good reason.

(7)On January 2, 2018, Messrs. Gere, Jensen, and Lynch, and WaltersMs. Papazian were each awarded service-based restricted stock units undercovering 1,285, 1,229, 1,403, and 1,253 shares of the Corporation's Long-Term Incentive Plan.common stock, respectively. Each restricted unit entitles the officer-recipient to receive one share of the Corporation's common stock on the applicable vesting date of that unit. The restricted stock units vest in a series of three successive equal annual installments upon the officer's completion of each year of service with the Corporation over the three-year period measured from the award date (January 2, 2015)2018). The units will vest in full, and the underlying shares will become immediately issuable, on an accelerated basis if (i) the officer's service terminates by reason of death or disability, or (ii) the officer is involuntarily terminated other than for good cause, or resigns for good reason, within 24 months after a change in control. Immediate vesting will also occur in the event there is a change in control of the Corporation in which the units are not assumed or otherwise continued in effect. The restricted stock units do not provide the officer with dividend equivalent rights. A portion of the vested shares which become issuable under the units will be withheld by the Corporation to cover the applicable withholding taxes.
(4)(8)On April 29, 2015, Mr. Gere was awarded additional service-based restricted stock units under the Corporation's Long-Term Incentive Plan. Each restricted unit entitles Mr. Gere to receive one share of the Corporation's common stock on the applicable vesting date of that unit. The restricted stock units vest in a series of three successive equal annual installments upon Mr. Gere's completion of each year of service with the Corporation over the three-year period measured from the award date (April 29, 2015). The units will vest in full, and the underlying shares will become immediately issuable, on an accelerated basis if (i) Mr. Gere's service terminates by reason of death or disability or (ii) Mr. Gere is involuntarily terminated other than for good cause, or resigns for good reason, within 24 months after a change in control. Immediate vesting will also occur in the event there is a change in control of the Corporation in which the units are not assumed or otherwise continued in effect. The restricted stock units do not provide Mr. Gere with dividend equivalent rights. A portion of the vested shares which become issuable under the units will be withheld by the Corporation to cover the applicable withholding taxes.
(5)
On January 27, 2015,30, 2018, Messrs. Gere, Jensen, and Lynch, and Walters and on April 29, 2015, Mr. Gere,Ms. Papazian were each granted performanceperformance- based restricted stock units under the Corporation's Long-Term Incentive Plan covering the target number of shares specified in the table. Each such performance basedperformance-based award will vest based on the level of achievement of a performance goal based on ROE measured over the 20152018 calendar year period and continued service through December 31, 2015.2018. The ROE goal for the awards at threshold, target, and maximum levels were 6.58%8.21%, 8.23%, 9.88%9.23% and 10.26%, respectively. The maximum number of shares issuable to an individual under each such performance-based award was 150% of the target number of shares specified for such individual and no shares would have been issued if the minimum threshold level of performance was not attained. Based on an ROE of 10.3%11.67% for the 20152018 calendar year, the maximum number of shares were issued to each officer on February 29, 2016 (a28, 2019(a portion of which were withheld to cover applicable withholding taxes).
(6)The grant-date value is calculated in accordance with FASB ASC Topic 718, and accordingly determined on the basis of the closing selling price per share of the Corporation's common stock on the applicable grant date, as appropriately discounted to reflect the lack of dividend equivalent rights. For the performance-based restricted stock unit awards, the grant-date fair value is calculated based on the probable outcome of the

44

attainment of the pre-established performance objectives as of the grant date at 100% of target. The reported grant-date value does not take into account any estimated forfeitures relating to service-vesting conditions.
2015 Annual Bonus2018 Incentive Cash Compensation Program
In January 2015,2018, the Executive Compensation Committee set the bonuscash incentive compensation potential for the named executive officers for the 20152018 fiscal year. The dollar amountSeventy-five percent of that bonusthe target cash incentive award for Mr. Roththe named executive officers was based on performance goals tied to the level at which San Jose Water Company attained the performance goals for the 2015 fiscal year established for it by the Executive Compensation Committee. The goals were tied to a stated capital addition objective, environmentaladditions, water quality compliance and designatedseveral key operational objectivesgoals measuring the successful operation of the business and 25% of the target award was based on key water industrysix strategic objectives.
At threshold level attainment, Mr. Roth's bonusThornburg's cash incentive compensation potential was set at $88,750 (12.5$175,000 (25 percent of base salary); for target level attainment, the bonuscash incentive compensation potential was $177,500 (25$350,000 (50 percent of base salary); and at above-target level attainment, the applicable bonuscash incentive compensation potential was $266,250 (37.5$525,000 (75 percent of base salary). The actual bonuscash incentive compensation amount could accordingly vary from 0 to 150 percent of the target bonus amount based on the level at which the various performance goals were attained.
The actual bonuscash incentive compensation amount that any other named executive officer could have earned for the 20152018 fiscal year ranged from 0 to 200 percent of histhe officer's target bonusamount based on the Corporation's performance and the Committee's assessment of the named executive officer's individual performance for such year. The actual percentage within that range was to be determined as follows: (i) up to 150 percent of the target bonusamount could be earned, weighted 75 percent based on performance goals tied to capital additions, water quality compliance and several key operational goals measuring the successful operation of the business and 25 percent based on six strategic objectives; and (ii) up to 50 percent for the Corporation's performance and 50 percent for individual performance, and (ii) an additional 50 percentof target could be earned for exceptional individual performance.
Further information concerning the bonuscash incentive compensation program established for Mr. RothThornburg and the other named executive officers is set forth in the Compensation"Compensation Discussion & Analysisand Analysis" section that appears earlier in thethis proxy statement.

Risk Assessment of Compensation Policies and Practices
The Executive Compensation Committee, with input and assistance from the Human Resources Department, undertook a substantial review ofannually assesses the various compensation programs, policies and practices maintained by the Corporation and its subsidiaries for the executive officers and other employees throughout the organization to determine whether any of those programs, policies and practices encouraged excess risk taking that would create a material risk to the Corporation's economic viability. As part of that process for the 2018 fiscal year, the Executive Compensation Committee reviewed a detailed inventory of the Corporation's compensation plans and programs prepared by the Human Resources Department in whichsummarizing the principal features of each plan, were summarized, the potential risk factors (if any) associated with each plan were identified and the mitigation factors designed to address those risks were described.risks. Based on that review and the fact that as public utilities the Corporation's wholly-owned subsidiaries, San Jose Water Company and SJWTX, Inc., operate in a heavily-regulated environment, the Executive Compensation Committee concluded it was not reasonably likely that any of the compensation programs, policies and practices of the Corporation or its subsidiaries, whether individually or in the aggregate, would have a material adverse effect upon the Corporation. In reaching such conclusion, the Executive Compensation Committee took into account the following factors, including factors specifically analyzed in terms of the compensation programs, policies and practices for the Corporation's executive officers:
The overall compensation structure is applied uniformly throughout the Corporation and its subsidiaries, with the only major exception relating to the equity component of that compensation structure. Equity compensation (other than through participation in the Corporation's broad-based employee stock purchase plan) has historically been granted only to officers of the Corporation or its subsidiaries and is currently provided in the form of restricted stock units that vest incrementally over their period of continued service or the attainment of specified performance goals over their period of continued service. Neither the Corporation nor its subsidiaries have any material compensation arrangements that are unique to any business unit or that otherwise depart significantly from the general uniformity of the overall compensation structure throughout the organization.
For most of the employee base, compensation is primarily in the form of base salary. Certain employees other than the named executive officers, are also eligible to receive cash bonuses with target levels tied to a fixed dollar amount generally ranging from $6,500 to $10,000 for the 2015 fiscal year. For such employees, the bonus component isincentive compensation tied to both financial and non-financial metrics and individual performance, with a maximum payout potential of up to $20,000 for employees, other than officers, for the 2018 fiscal year.
The compensation program for officers provides a balanced mix of cash and equity and annual and long-term incentives designed to align the maximum bonusinterests of our officers with our long-term interests.
We use different performance measures for our annual cash incentive programs and our long-term incentive plans and we set performance goals that can be earned is capped between 150 to 200 percent of the target bonus.we believe are challenging but attainable without taking excessive risks.

45

Under the cash bonusincentive compensation program the target bonus for the named executive officers, is 25 percent of base salary for the Chief Executive Officer and a fixed dollar amount for the other executive officers generally ranging from $40,000 to $106,000 for the 2015 fiscal year, with a maximum bonus potential set at 150 percent of the target bonus for the Chief Executive Officer and 200 percent of the target bonus for the other executive officers.  100 percent of the Chief Executive Officer's bonus for the 2015 fiscal year is tied to performance goals that are intended to sustain shareholder value, such as capital additions, environmental compliance and the attainment of certain operational goals critical to the successful operation of the business, with such bonus potential allocated equally among these three sets of goals.  For the other named executive officers, they may earn up to 150 percent of their target bonus for the 2015 fiscal year weighted as follows: (i) 50 percent tied to the same performance goals as the Chief Executive Officer (also allocated in the same manner), and (ii) 50 percent tied to a subjective assessment of pre-specified individual goals but such amount is not pre-allocated in distinct dollar segments among the various individual goals.  The other named executive officers may earn up to an additional 50 percent of their target bonus for exceptional individual performance.  We believe this structure based onwe use a number of different financial and operational performance measures as well as individual goals with meaningful caps on the potential pay-outs; we believe this structure mitigates any tendency for an executiveofficer to focus exclusively on the specific financial metrics.
Accordingly, the overall compensation structure is not overly weighted toward short-term incentives, and by utilizing multiple performance criteria and imposing meaningful caps on the potential pay-outs under each of the short-term cash incentive programs, the Corporation has taken reasonable steps to protect against the potential of disproportionately large short-term incentives that might encourage excessive risk taking. In addition, the Corporation has an internal business risk assessment structure that identifies the major risks to the business of the Corporation and its subsidiaries and implements techniques and processes to control and mitigate those risks. Accordingly, to the extent any of the performance metrics established for the short-term incentive programs might otherwise contribute to any potential risks identified for the business, there are already procedures in place to control and limit those risks.
Each of the namedofficers, including the executive officers, receives equity compensation in the form of restricted stock unit awards that derive their value from the market price of the Corporation's common stock, and the value of those awards increaseincreases as the price of the common stock appreciates and shareholderstockholder value is thereby created. Accordingly, the equity component is structured so as to encourage long-term growth and appreciation in the value of the Corporation's business and stock price.
The Corporation has transitioned from stock option grants touses restricted stock unit awards. This transition has mitigatedawards (service-based for all officers and also performance based for the potential to encourage risk taking in the short-term due to the fact thatexecutive officers) rather than stock options have value only if the price of the underlying shares increases and have no limit on the amount that can be realized from such potential appreciation. Restricted stock units, on the other hand, should reduce the incentive for excessive risk taking because they provide varying levels of compensation as the market price of the Corporation's common stock fluctuates over time. In addition,time (and retain value even if the stock price declines) which should reduce the incentive for excessive risk taking.
The service-based restricted stock unit awards vest over a period of years and this vesting element encourages the recipients of those awards to focus on sustaining the Corporation's long-term performance. The performance-based restricted stock unit awards are tied to financial performance measured over one to three years with a payout capped at 200 percent of target shares. Because such awards are made annually, the officers always have unvested awards outstanding that could decrease significantly in value if the business of the Corporation and its subsidiaries is not managed for the long term.
In connection with the negotiation of his new compensation package, the CEO was granted performance-based restricted stock units in August 2014 tied to the attainment of relative total stockholder return measured over a 41-month period. The payout under this award is capped at 200 percent of the target number of shares subject to the award. The relative nature of the performance goal, the cap on the payout and the multi-year vesting period minimize any potential risk.
The CEO and the other named executive officers also received performance-based restricted stock units in January 2015, April 2015 and January 2016 tied to the attainment of return on equity and continued service over the 2015 and 2016 fiscal years, respectively. The performance goal under each award is based on the target approved by the Board and that we believe is challenging but attainable without taking excessive risk. The limited number of shares subject to the awards (ranging from 501 to 6,639 shares) and the capped payout (at 100 percent for the CEO and 150 percent for the other named executive officers) together with vesting schedules that overlap with other awards reduce the motivation to take risks in any one year.

46

Pursuant to the terms of his amendedMr. Thornburg's employment agreement, the CEO’shis compensation is subject to recoupment as required under applicable law and regulations. In addition, any shares, cash or other

property issued to the other named executive officers pursuant to their performance-based restricted stock unit awards is subject to recoupment as required under applicable laws and regulations.
The Corporation maintains atwo tax-qualified retirement plan on an employee-wide basis. The planplans that provide benefits for all employees who meet minimum service requirements. One is divided into two components: a traditional defined benefit pension formulaplan and the other is a defined contribution 401(k) plan. The defined benefit plan has two benefit formulas, one for employees who commenced employment with the Corporation prior tohired on or after March 31, 2008 and a cash-balance pension formulaone for employees who commence employment on or after that date. The retirement benefit formula under suchhired before March 31, 2008. Each plan is based on cash compensation levelsdesigned and years of credited serviceoperated in accordance with applicable federal laws that impose coverage, vesting, and for the cash balance component, the applicable quarterly contribution rate. More detailed information concerning the benefit accrual formulas for the two components is set forth in the "Pension Benefits" section that appears later in this proxy statement. The federal tax laws impose afunding requirements and maximum dollar limitationlimitations on the annual retirement benefit that can be accrued under such plan and also impose certain funding obligations on the Corporation with respect to the benefits participants accrue under the plan. The Corporation periodically reviewsplan sponsor regularly monitors the administration, including the funding, status of the plan to determine whether there would be any material risk posed by those funding obligations in relation to the current assets of the plan or its projected future contribution levels and to consider appropriate action to mitigate any identifiable risks through potential changes in plan structure or investment strategy.these plans.
The Corporation also maintains an Executive Supplemental Retirement Plantwo executive supplemental retirement plans for certain officers and other selected executives that supplement their retirement benefits under the tax-qualified plan. Each officer and other selected employees participate in only one of the plans. The benefit formula is also tied to cash compensation levels and years of service, andunder each plan generally follows the maximum annual retirementapplicable tax-qualified pension plan benefit that can be accrued under such plan is limited to a maximum benefit equal to 60 percent of the participant's average annual compensation (determined on the basis of his or her three highest consecutive yearsformula but without application of compensation measured in terms of salary and bonus) lesslimits. Benefits payable under the annualsupplemental retirement benefit accruedplan are offset by the benefits payable under the tax-qualified pension plan. Officers, such as Messrs. Lynch and Walters, and other selected individuals who commence employment with the Corporation on or after March 31, 2008 are instead eligible for participation in the Cash Balance Executive Supplemental Retirement Plan. Unlike the qualified retirement plan benefits, participants in these two supplemental retirement plans are only general creditors of the Corporation who would lose substantially all of their accrued benefits under the supplemental plans were the Corporation to become insolvent.
The Corporation has also instituted sharestock ownership guidelines which require the named executive officers to maintain a substantial ownership interest in the Corporation. By requiring that a meaningful amount of their personal wealth be tied to long-term holdings in the Corporation's common stock, the Corporation has further aligned their interests with those of the shareholdersstockholders and mitigated the risk of excessive risk taking.
Finally, the Corporation has adopted policies that preclude certain employees and other individuals, including officers and family members residing in the same household, from engaging in hedging or monetization transactions in the Corporation's stock such as put and call options and from pledging the Corporation's stock or holding such stock in margin accounts. Accordingly, the executive officers bear the full risk of economic loss, like any other shareholder,stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or restricted stock units that will convert into such shares following the satisfaction of the applicable vesting requirements.
For the foregoing reasons, the Executive Compensation Committee concluded that it was not reasonably likely that the overall employee compensation structure of the Corporation and its subsidiaries, when analyzed either in terms of its organization-wide application or its specific application to various major business units, would have any material adverse effect upon the Corporation.


47

Outstanding Equity Awards at Fiscal Year-End
The following table provides certain summary information concerning outstanding equity awards held by the named executive officers as of December 31, 2015.2018:
Name
(a)
 
Option Awards 
 Stock Awards Stock Awards 
Number
of
Securities
Under-
lying
Unex-
ercised
Options
(#)
Exer-
cisable
(b)
 
Number
 of
Securities
Under-
lying
Unex-
ercised
Options
(#)
Unexer-
cisable
(c)
 
Equity
Incen-
tive
Plan
Awards:
Number of
Securi-
ties
Under-
lying
Unex-
ercised
Un-
earned
Options (#)
(d)
 
Option
Exercise
Price 
($)
(e)
 
Option
Expi-
ration
Date
(f)
 
Number
of
Shares
or 
Units
of Stock
That
Have
Not
Vested
(#)
(g)
 
Market
Value
of
Shares or
Units
of
Stock 
That
Have Not
Vested 
($)
(h)
 
Equity
Incentive
Plan Awards: Number of
Unearned
Shares, Units
or
Other
Rights That
Have
Not Vested 
(#)
(i)
 
Equity
Incentive
Plan Awards:
Market or
Payout Value of Unearned Shares, Units or
Other
Rights That
Have Not
Vested ($)
(j)
Number of Shares or Units of Stock That Have Not Vested
(#)
 
Market Value of Shares or Units of Stock That Have Not Vested 
($)(1)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 
(#)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
W. Richard Roth — — — — — 3,057
(1)$90,640
 19,917
(8)$590,539
 6,433
(2)$190,738
   
Eric W. Thornburg 9,702
(2) $539,625
  1,268
(3) $70,526
 
 11,381
(3)$337,447
    2,364
(4) $131,486
 3,171
(5) $176,371
 
Andrew R. Gere — — — — — 460
(2)$13,639
 — — 953
(6) $53,006
 307
(7) $17,075
 
 120
(4)$3,558
   
 623
(5)$18,472
    950
(8) $52,839
 276
(3) $15,351
 
 501
(6)$14,855
    1,285
(9) $71,472
     
Palle L. Jensen — — — — — 1,223
(1)$36,262
 — — 953
(6) $53,006
 258
(7) $14,350
 
     2,527
(2)$74,926
     798
(8) $44,385
 264
(3) $14,684
 
           2,397
(5)$71,071
     1,229
(9) $68,357
  
  
 
James P. Lynch — — — — — 1,223
(1)$36,262
 — — 1,016
(6) $56,510
 295
(7) $16,408
 
           2,527
(2)$74,926
     914
(8) $50,837
 301
(3) $16,742
 
 2,789
(5)$82,694
    1,403
(9) $78,035
     
Andrew F. Walters — — — — — 2,397
(5)$71,071
 — —
Suzy Papazian 794
(6) $44,162
 248
(7) $13,794
 
 2,564
(7)$76,023
    768
(8) $42,716
 269
(3) $14,962
 
 1,253
(9) $69,692
     
_______________
(1)The reported market value of the shares underlying the unvested units is based on the $55.62 closing selling price of the Corporation's common stock on December 31, 2018, the last trading day in the 2018 fiscal year.
(2)Represents restricted stock units granted on November 6, 2017 and covering 14,552 shares. The underlying shares vest and become issuable in three successive equal annual installments on each of December 31, 2018, December 31, 2019, and December 31, 2020. As of December 31, 2018, two thirds of the units were unvested.
(3)Represents performance-based restricted stock units granted on January 30, 2018, covering a target number of shares: 2,537 for Thornburg, 552 for Mr. Gere; 528 for Mr. Jensen; 603 for Mr. Lynch; and 538 for Ms. Papazian which vest based on the EPS for the 2020 fiscal year and continued service through December 31, 2020. The number of shares issuable under such awards will range between 0 to 150 percent of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at threshold level.
(4)Represents restricted stock units granted on January 2, 20132018 and covering: 9,170covering 3,545 shares. The underlying shares vest and become issuable in three successive equal annual installments on each of December 31, 2018, December 31, 2019, and December 31, 2020. As of December 31, 2018, two thirds of the units were unvested.
(5)Represents performance-based restricted stock units granted on January 30, 2018, covering a target number of 6,342 shares for Mr. Roth, 3,668Thornburg which vest based on the TSR for the 2020 fiscal year and continued service through December 31, 2020. The number of shares issuable under such awards will range between 0 to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units assumes attainment at threshold level.


(6)Represents restricted stock units granted on January 4, 2016 and covering: 2,858 shares for Mr. Jensen and 3,668Gere; 2,858 shares for Mr. Lynch.Jensen; 3,048 shares for Mr. Lynch; and 2,381 shares for Ms. Papazian. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015,2018, one third of the units were unvested.
(7)Represents performance-based restricted stock units granted on January 24, 2017, covering a target number of shares: 615 for Mr. Gere; 517 for Mr. Jensen; 591 for Mr. Lynch; and 497 for Ms. Papazian which vest based on the EPS for the 2019 fiscal year and continued service through December 31, 2019. The number of shares issuable under such awards will range between 0 to 150 percent of the target number of shares based on the level of actual attainment of the specified performance goals. The reported number and market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.assumes attainment at threshold level.
(2)(8)Represents restricted stock units granted on January 2, 20143, 2017 and covering: 9,6481,424 shares for Mr. Roth, 689Gere; 1,197 shares for Mr. Gere, 3,790Jensen; 1,370 shares for Mr. JensenLynch; and 3,7901,152 shares for Mr. Lynch.Ms. Papazian. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015,2018, two thirds of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.
(3)(9)Represents restricted stock units granted on August 4, 2014January 2, 2018 and covering 17,071 shares. The underlyingcovering: 1,285 shares vest in three successive equal annual installments measured from January 1, 2015, providedfor Mr. Roth continues in the Corporation's service through the end of each year. TheGere; 1,229 shares subject to such restricted stock

48

units will be issued as they vest. As of December 31, 2015, two thirds of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.
(4)Represents restricted stock units granted on July 30, 2013for Mr. Jensen; 1,403 shares for Mr. Lynch; and covering 359 shares.1,253 shares for Ms. Papazian. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015, one third of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.
(5)Represents restricted stock units granted on January 2, 2015 and covering: 623 shares for Mr. Gere, 2,397 shares for Mr. Jensen, 2,789 shares for Mr. Lynch and 2,397 shares for Mr. Walters. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015,2018, all of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.
(6)Represents restricted stock units granted on April 29, 2015 and covering 501 shares. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015, all of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015
(7)Represents restricted stock units granted on January 31, 2014 and covering 3,845 shares. The underlying shares vest and become issuable in three successive equal annual installments over the three-year period of service measured from the date of grant. As of December 31, 2015, two thirds of the units were unvested. The reported market value of the shares underlying those unvested units is based on the $29.65 closing selling price of the common stock on December 31, 2015.
(8)Represents performance-vesting restricted stock units granted on August 4, 2014 covering 19,917 target shares of the Corporation's common stock, which vest based on performance tied to a relative total shareholder return over the period measured from August 4, 2014 to December 31, 2017 (the "TSR Performance Period"), provided Mr. Roth remains in service with the Corporation through the end of such performance period. To determine the achievement of relative total shareholder return, the Corporation’s total shareholder return will be compared to the total shareholder returns of eight water utility peer companies as measured over the TSR Performance Period. The number of shares issuable under the award will range from 0% to 200% of the target number of shares based on the Corporation’s total shareholder return ranking amongst such peer companies. The reported market value of the shares underlying those unvested units assumes attainment at 100% of target and is based on the $29.65 closing selling price of the common stock on December 31, 2015.

49

Option Exercises and Stock Vested
The following table sets forth, for each of the named executive officers, the number and value of shares of the Corporation's common stock subject to each deferred restricted stock or restricted stock unit award that vested during the year ended December 31, 2015.2018. No option or stock appreciation rights were exercised by the named executive officers during the 20152018 fiscal year, and none of such officers held any option or stock appreciation rights as of December 31, 2015.2018.
Name
(a)
 
Option Awards 
 
Stock Awards 
 
Stock Awards 
Number of
Shares Acquired
on Exercise (#)
(b)
 
Value Realized
on Exercise ($)(1)
(c)
 
Number of
Shares Acquired
on Vesting (#)
(d)
 
Value Realized
on Vesting ($)(3)
(e) 
Number of Shares Acquired on Vesting
(#)
 
Value Realized on Vesting
($)(1)
W. Richard Roth — — 2,887
(2)$85,600
Eric W. Thornburg 4,850
 $269,757
 
 1,181
 $65,687
 
Andrew R. Gere 208
 $13,202
 
 37,850
 $1,288,793
 474
 $29,800
 
 1,441
 $51,300
 953
 $58,914
 
 3,057
 $98,221
 167
 $10,095
 
 3,215
 $103,298
 1,240
(2) $68,969
 
 5,690
 $168,709
 6,639
(4)$196,846
Andrew R. Gere — — 120
 $3,613
 229
 $7,358
 751
(5)$22,297
Palle L. Jensen — — 142
 $4,605
 800
 $50,776
 
 1,387
 $44,980
 1,223
 $39,295
 399
 $25,085
 
 1,263
 $40,580
 953
 $58,914
 
 1,542
(5)$45,720
 1,188
(2) $66,077
 
James P. Lynch — — 710
 $23,025
 930
 $59,027
 
 1,387
 $44,980
 456
 $28,669
 
 1,223
 $39,295
 1,016
 $62,809
 
 1,263
 $40,580
 1,356
(2) $75,421
 
Suzy Papazian 260
 $16,502
 
 1,794
(5)$53,192
 384
 $24,142
 
Andrew F. Walters — — 1,281
 $43,618
 1,542
(5)$45,720
 794
 $49,085
 
 1,210
(2) $67,300
 
______________
(1)The value realized is determined by multiplying (i) the amount by which the market price of the common stock on the date of exercise exceeded the exercise price by (ii) the number of shares for which the options were exercised.
(2)Represents the phantom cash dividends which accumulated during the 2015 fiscal year on the shares of the Corporation's common stock underlying deferred restricted stock awards which were converted on January 4, 2016 into additional deferred shares based on the average of the per share market prices of the common stock on each date actual dividends were paid on such common stock during the 2015 fiscal year.
(3)The value realized is determined by multiplying (i) the market price of the common stock on the applicable vesting date by (ii) the number of shares which vested on such date. For the phantom cash dividends which were converted into additional deferred shares on January 4, 2016, the value realized is determined by multiplying (i) the $29.65 closing selling price of the common stock on December 31, 2015 by (ii) the number of those additional deferred shares.

50

(4)Represents shares subject to an award of restricted stock units under the Corporation's Long-Term Incentive Plan covering 6,639 shares of the Corporation's Common Stock granted to Mr. Roth on January 27, 2015. The restricted stock units vested based on the attainment of a performance goal based on return on equity ("ROE") measured over the 2015 calendar year period and continued service through December 31, 2015. The ROE goal was 7.41%. Based on an ROE of 10.3% for the 2015 calendar year and Mr. Roth's continued service through December 31, 2015, all vesting conditions were met on December 31, 2015 and such award was certified on February 22, 2016.
(5)(2)Represents shares subject to awards of restricted stock units under the Corporation's Long-Term Incentive Plan covering 501, 1028, 1196,827, 792, 904, and 1028807 target shares of the Corporation's Common Stockcommon stock, respectively, granted to each officerof Messrs. Gere, Jensen and Lynch, and Ms. Papazian on January 27, 2015.30, 2018. The restricted stock units vested based on the level of achievement of a performance goal based on ROE measured over the 20152018 calendar year period and continued service through December 31, 2015.2018. The ROE goal for the awards at threshold, target, and maximum levels were 6.58%was 8.21%, 8.23%9.23%, 9.88%and 10.26%, respectively. Based on a ROE of 10.3%11.67% for calendar year 20152018 and each officer’s continued service through December 31, 2015,2018, all vesting conditions were met at maximum level on December 31, 20152018 and such awards were certified on February 22, 2016.25, 2019. Messrs. Gere, Jensen and Lynch, and WaltersMs. Papazian therefore vested in 751, 1,542, 1,7941,240, 1,188, 1,356, and 1,5421,210 shares of common stock, respectively, under such awards.

Pension Benefits
The Corporation maintains three defined benefit plans: San Jose Water Company's Retirement Plan, a tax-qualified pension plan (the "Retirement Plan"),; the Executive Supplemental Retirement Plan, a non-qualified supplemental pension plan (the "SERP"); and the Cash Balance Executive Supplemental Retirement Plan, a non-qualified pension plan for certain individuals who commence employment with the CorporationSan Jose Water Company on or after March 31, 2008 (the "Cash Balance SERP").
The following table sets forth as of December 31, 20152018, for each plan that provides for payments or other benefits in connection with the retirement of each of the named executive officers, the number of years of service credited to the named executive officer under the plan, the actuarial present value of the named executive officer's accumulated benefit under each applicable plan, and the dollar amount of any payments and benefits paid to the named executive officer during the Corporation's last completed fiscal year.
Name
(a)
 
Plan Name
(b)
 
Number 
of Years
Credited Service (#) (1)
(c)
 
Present 
Value of
Accumulated
Benefit ($) (1)
(d)
 
Payments
During Last
Fiscal Year ($)
(e)
W. Richard Roth San Jose Water Company Retirement Plan 26
 $1,724,399
 —
 
Name Plan Name 
Number 
of Years
Credited Service (#) (1)
 
Present 
Value of
Accumulated
Benefit ($) (1)
 
Payments
During Last
Fiscal Year ($)
Eric W. Thornburg San Jose Water Company Retirement Plan 1
 $18,401
 —
 
 San Jose Water Company Executive Supplemental Retirement Plan 26
 $5,658,808
 —
  San Jose Water Company Cash Balance Executive Supplemental Retirement Plan 1
 $454,752
 —
 
Andrew R. Gere San Jose Water Company Retirement Plan 20
 $794,457
 —
  San Jose Water Company Retirement Plan 23
 $1,262,796
 —
 
 San Jose Water Company Executive Supplemental Retirement Plan 20
 $403,132
 —
  San Jose Water Company Executive Supplemental Retirement Plan 23
 $1,791,344
 —
 
Palle L. Jensen San Jose Water Company Retirement Plan 21
 $1,607,427
 —
  San Jose Water Company Retirement Plan 24
 $1,760,790
 —
 
 San Jose Water Company Executive Supplemental Retirement Plan 21
 $1,077,389
 —
  San Jose Water Company Executive Supplemental Retirement Plan 24
 $2,302,642
 —
 
James P. Lynch San Jose Water Company Retirement Plan 5
 $84,355
 —
  San Jose Water Company Retirement Plan 8
 $139,034
 —
 
 San Jose Water Company Cash Balance Executive Supplemental Retirement Plan 5
 $376,334
 —
  San Jose Water Company Cash Balance Executive Supplemental Retirement Plan 8
 $605,509
 —
 
Andrew F. Walters San Jose Water Company Retirement Plan 2
 $31,534
 —
 
Suzy Papazian San Jose Water Company Retirement Plan 14
 $464,510
 —
 
 San Jose Water Company Cash Balance Executive Supplemental Retirement Plan 2
 $65,139
 —
  San Jose Water Company Executive Supplemental Retirement Plan 14
 $704,424
 —
 
______________

51

(1)The number of years of credited service has been rounded to the nearest whole number. The present value of accumulated benefits is based on the actual period of service credited.
The pension benefits payable to the executive officers increase in correlation with increases in salary and years of service. The present value of the accrued pension benefit will also fluctuate from year-to-year based on the age of the participant and the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase.
The actuarial and economic assumptions used above to value the pension plan benefits include the RP-2014 Mortality Table basis adjusted to 2006 published by theThe Society of Actuaries, with projection scale MP-2014MP-2018 Mortality Improvement Scale, a 4.244.16 percent discount rate for San Jose Water Company's Retirement Plan and a 3.954.09 percent discount rate for the SERP and Cash Balance SERP (for 20142017 a discount rate of 3.883.52 percent was used for the Retirement Plan and a discount rate of 3.663.44 percent was used for the Executive Supplemental Retirement PlanSERP and Cash Balance Executive Supplemental Retirement PlanSERP and the RP-2014 Mortality Table basis adjusted to 2006, published by theThe Society of Actuaries, with projection scale MP-2014MP-2017 Mortality Improvement Scale was used for such plans). There is no assumption for pre-retirement mortality or cessation of service, and retirement is assumed to occur at the earliest age at which each named executive officer can receive the pension benefits without actuarial reductions. For further information concerning such actuarial assumptions, please see Note 109 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 20152018 fiscal year.

Retirement Plan Benefit
Benefit accruals under Retirement Plan differ depending on whether an employee first commenced status as an employee (i) before March 31, 2008 or (ii) on or after March 31, 2008. All the named executive officers, except for James P.Messrs. Lynch and Andrew F. Walters,Thornburg, commenced service before March 31, 2008.
The monthly retirement benefit under the Retirement Plan payable at age 65 (the plan's normal retirement age) to each named executive officer who commenced employee status before March 31, 2008 will be equal to 1.6 percent of his average monthly compensation (as determined in the manner indicated below) for each year of service completed after January 1, 1978. However, the Retirement Plan provides a minimum benefit to each participant with at least 30 years of service equal to 50 percent of his or her average monthly compensation, less 50 percent of his or her monthly old-age insurance benefit under Section 202 of the Social Security Act. For participants with less than 30 years of service, the minimum benefit described in the preceding sentence will be reduced 1/30 for each year by which their years of service are less than 30 years (adjusted to give credit for partial years of service).
For participants who commenced employee status before March 31, 2008, the Retirement Plan also contains a special benefit calculation when their combined age and service equals or exceeds 75. The combined age and years of service for each named executive officer, except for Mr. Gere,Ms. Papazian, who commenced employee status before March 31, 2008 at present equals or exceeds 75. Accordingly, the special benefit for each of those named executive officers who commenced employee status before March 31, 2008 and completed at least 30 years of service will be equal to 60 percent of his or her average monthly compensation, less 50 percent of his or her monthly old-age insurance benefit under Section 202 of the Social Security Act. For those named executive officers with less than 30 years of service, the special benefit described in the preceding sentence will be reduced 1/30one-thirtieth for each year by which their years of service are less than 30 years (adjusted to give credit for partial years of service).
For purposes of the applicable benefit calculation under the Retirement Plan, (i) a participant's average monthly compensation will be determined on the basis of his or her three highest years of compensation (whether or not consecutive) prior to attainment of age 65 (or earlier retirement or termination) and will generally be based upon the amount reported on his or her Form W-2 for federal income tax purposes for each year included in such calculation, plus amounts deferred under the 401(k) plan and certain other limited deferrals, and (ii) the annual compensation taken into account for benefit accrual purposes for each such year may not exceed the annual compensation limit for that year determined in accordance with the Internal Revenue Code. No lump sum payment of accumulated retirement benefits is provided under the Retirement Plan for employees who first commenced status as an employee before March 31, 2008, except that a lump sum distribution may become payable to the surviving beneficiary of a deceased participant under certain circumstances. In-service distributions are allowed for: (i) a participant who has attained age 70 ½,½; and (ii) a participant who commenced status as an employee before March 31, 2008 if such participant has attained age 65 and his or her age and years of service equal at least 100; provided,

52

if such a participant was not employed by the Company on December 31, 2013 and is subsequently re-hired on or after January 1, 2014, he or she will not be entitled to an in-service distribution.
The retirement benefits accruableaccrued by employees who first commence service on or after March 31, 2008, including Messrs. Lynch and Walters,Thornburg, are duedetermined under the cash balance portion of the Retirement planPlan and will be based upon the compensation credits and interest credits made to a hypothetical bookkeeping account established for each such participant. Compensation credits will be made on behalf of each participant each plan quarter in which the participant is an eligible employee with at least one hour of service for that quarter. The amount of the compensation credit for that quarter will be based on the compensation paid to the participant for that quarter and his or her years of credited service, as determined in accordance with the following schedule:
Years of Credited Service 
Percent of
Compensation 
Less than 5 5% 
5 but less than 10 6% 
10 but less than 15 7% 
15 but less than 20 9% 
20 or more 11% 

For purposes of determining the amount of each participant's compensation credit, (i) compensation is generally based upon the amount that would otherwise be reported on the participant's Form W-2 for federal income tax purposes during the quarter, plus amounts deferred for that quarter under the 401(k) plan and certain other limited deferrals and (ii) the annual compensation taken into account may not exceed the annual compensation limit determined in accordance with the Internal Revenue Code.
Interest credits are also generally made on behalf of each participant each plan quarter. The amount of each interest credit is determined by multiplying the balance of the participant's account as of the last day of that plan quarter by the lesser of: (i) the greater of one quarter of (a) the minimum three and a quarter percent annual interest rate or (b) the annual yield on 30-year Treasury bonds, determined as of the month of October preceding the first day of the plan year; and (ii) one quarter of the six percent maximum annual interest rate.
Benefits accrued under the Retirement Plan may be paid as (i) a fixed monthly pension for life, (ii) a reduced monthly benefit payable for life but with a minimum payment period of 10 years for the participant or his or her designated beneficiary or (iii) a reduced joint and survivor annuity for the participant and his or her surviving spouse. For participants who commence employee status on or after March 31, 2008, the accrued benefits may be paid in a lump sum, or pursuant to any of the forms described above, following attainment of the applicable age and service requirements.
Messrs. Roth andMr. Jensen areis currently eligible to receive early retirement benefits under the Retirement Plan in the event of retirement. Mr. Gere isand Ms. Papazian are not currently eligible to receive early retirement benefits. Messrs. Lynch and WaltersThornburg joined the Corporation after March 30, 2008 and participate in the cash balance portion of the Retirement Plan which does not provide early retirement benefits. As of December 31, 2018, all the named executive officers, except for Mr. Thornburg, are vested under the Retirement Plan.
SERP Benefit
The Executive Supplemental Retirement Plan ("SERP")SERP provides participants with a monthly pension benefit that supplements the pension they earn under the Retirement Plan. Each officer of the Corporation who commenced employee status before March 31, 2008 is eligible for participation under the SERP. Eligible employees selected for SERP participation by the Executive Compensation Committee of the SJW Corp.Group Board of Directors (the "Committee") will become a participant on the first day of the first calendar month next following his or her selection date or such later date as the Committee may specify. All of the named executive officers other than Messrs. Lynch and WaltersThornburg participate in the SERP.
The SERP is designed to supplement the retirement income by providing an additional monthly pension in excess of the pension benefit under the Retirement Plan. Effective as of January 1, 2010, the dollar amount of that monthly pension for each participant credited with an hour of service on or after January 1, 2010 is determined on

53

the basis of the following normal retirement benefit payable as a single-life annuity commencing at age 65: 2.2 percent of final average monthly compensation multiplied by the years of service, up to a total monthly retirement benefit not to exceed 60 percent of final average monthly compensation (as determined in the manner indicated below), less the monthly retirement benefit payable to such individual under the Retirement Plan as a single-life annuity commencing at normal retirement age. Accordingly, the maximum retirement benefit is limited to 60 percent of final average compensation, less a participant's normal retirement benefit under the Retirement Plan.
For purposes of such calculation, participants receive credit for partial years of service, and each participant's final average monthly compensation will be his or her average monthly compensation for the consecutive 36-month period within his or her last 10 years of service with the Corporation for which such average monthly compensation is the highest. A participant's average monthly compensation is calculated on the basis of his or her earned salary for that month and the amount of the annual cash performance bonusincentive compensation that is actually paid to him or her during that month or that would have been paid at that time in the absence of a deferral election.
The SERP benefit will commence following the later of (i) the participant's separation from service with the Corporation or (ii) his or her attainment of age 55, unless the participant makes a timely election of a later attained age. SERP benefits which commence prior to the participant's attainment of age 65 will be subject to actuarial reduction for the early commencement date, except under prescribed circumstances. No lump sum benefit distributions are provided under the SERP.

SERP participants may, for purposes of their benefit calculations, receive special age and service credits under the Executive Severance Plan should their employment terminate under certain circumstances following a change ofin control. See the discussion of the Executive Severance Plan in the section below entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" for further information.
The accrued SERP retirement for Mr. Roth will not be reduced for early commencement prior to age 65. The accrued SERP retirement benefit for Messrs. Jensen and Gere and Ms. Papazian will not be reduced for early commencement if such commencement occurs on or after their attainment of (i) age 60 or (ii) a combined age and years of service equal to 85. In computing Mr. Roth's final average compensation, his annual bonus for each year beginning on or after January 1, 2003 will be equal to the greater of his actual bonus or his target bonus for such year.
A participant will vest in his or her SERP benefit upon completion of 10 years of service or in the event the participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination. As of December 31, 2015,2018, each of the named executive officers who participates in the SERP is vested in his or her SERP benefit.
Cash Balance SERP Benefit
The Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP")SERP is a supplemental retirement benefit plan for executive officers and other key management personnel who commence employment on or after March 31, 2008 and are accordingly ineligible to participate in the SERP. The actual participants are selected from time to time by the Committee. Eligible employees selected for Cash Balance SERP participation by the Committee will become a participant on the first day of the first quarter next following the date of his or her selection date or such later date as the Committee may specify, except that the plan was amended to allow Mr. Thornburg to become a participant in the plan as of November 6, 2017, his first day of employment with the company.
An account balance will be maintained for each participant in the Cash Balance SERP and will be periodically credited with a percentage of his or her compensation for the applicable period based on his or her years of credited service. The plan was amended effective October 24, 2018 granting the Committee the discretion to designate a different formula (as to years of credited service and/or percent of compensation) for any participant, provided no such action shall reduce any accrued benefit as of the date of such action. Except for Messrs. Lynch and Thornburg, compensation credits are made in accordance with the following formula:
Years of Credited Service 
 
Percent of
Compensation
Less than 5 10% 
5 but less than 10 11% 
10 but less than 15 12% 
15 but less than 20 14% 
20 or more 16% 

54

The account balance will also be credited periodically with interest pursuant to a pre-established formula. The benefit accrued under the Cash Balance SERP will be offset by a portion of the participant's benefit accrued under the Retirement Plan. Accordingly, at such time as the participant becomes entitled to receive his or her retirement benefit under the Cash Balance SERP, a portion of his or her accrued benefit under the Retirement Plan will be applied as an offset to his or her vested accrued benefit under the Cash Balance SERP.
A participant's accrued benefit for plan quarters ending before January 1, 2014 and associated interest credits accrued after December 31, 2013 shall be paid in a single lump sum beginning on the first day of the seventh month following the participant's separation from service. Pursuant to the Cash Balance SERP amended as of October 30, 2013, a participant's accrued benefit for plan quarters ending after January 1, 2014 and all associated interest credits shall be paid in a single lump sum beginning on the first day of the seventh month following the participant's separation from service unless a timely election is made by the participant to receive his or her benefit in annual installments over a 10-year period beginning on the first business day of the seventh month following his or her separation from service. Mr. Lynch elected to receive his accrued benefit for plan quarters ending after January 1, 2014 and all associated interest credits in annual installments over a 10-year period.

The Cash Balance SERP also provides a death benefit should the participant die with a vested accrued benefit. The amount of the death benefit will be calculated in the same manner as if the participant had survived and will be payable in a lump sum to his or her beneficiary.
A participant will vest in his or her Cash Balance SERP benefit upon completion of 10 years of service or in the event the participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination. At the time of Mr. Lynch's entry into the plan, the plan was amended to provide him with (i) a higher rate of company contributions during his first 20 years of service equal to 15 percent of his quarterly compensation during that period and (ii) full vesting of his accrued benefit under the plan upon completion of three years of service. The plan was amended effective November 6, 2017 for Mr. Thornburg to provide that (i) the percentage of compensation credited to his Cash Balance SERP account each quarter until the quarter he turns 65 shall be 39 percent of his quarterly compensation, (ii) the special sign-on bonus specified in his employment agreement will be included in his compensation for the plan quarter in which it is paid, and (iii) he will vest in his accrued benefit under such plan once he turns 65. As of December 31, 2015,2018, each of the named executive officers who participates in the Cash Balance SERP, except for Mr. LynchThornburg, is vested in histhe Cash Balance SERP benefit. The plan was also amended effective January 31, 2014 to provide Mr. Walters with full vesting of his accrued benefit under the plan upon completion of three years of service.
Non-Qualified Deferred Compensation
The first
None of the following tables shows the deferred compensation activity for each named executive officer during the 2015 fiscal year attributable to his participation inofficers have deferred any compensation under the San Jose Water Company Special Deferral Election Plan (the "Deferral Plan"):
Name
(a) 
 
Executive
Contributions
in Last FY
($)(1)
(b)
 
Registrant
Contributions
in Last FY ($)
(c)
 
Aggregate
Earnings in
Last FY
($)(2)
(d)
 
Aggregate
Withdrawals/
Distribution ($)
(e)
 
Aggregate
Balance at
Last FYE ($)
(f)
W. Richard Roth 354,517 — $42,638
 67,908 $1,561,362
(3)
Andrew R. Gere — — — — —
 
Palle L. Jensen — — — — —
 
James P. Lynch — — — — —
 
Andrew F. Walters — — — — —
 
_______________
(1)Represents the portion of salary and bonus earned for the 2015 fiscal year and deferred under the Deferral Plan.
(2)Includes the amount of interest that was accrued for the 2015 fiscal year on the named executive officer's outstanding balance under the Deferral Plan.
(3)Includes (i) $354,517 of salary and/or bonus earned for the 2015 fiscal year and deferred under the Deferral Plan (ii) $256,901 of salary and/or bonus earned for the 2012 fiscal year and deferred under the Deferral Plan (iii) $58,945 of salary and/or bonus earned for the 2010 fiscal year and deferred under the Deferral Plan, (iv) $0 of salary and/or bonus earned for the 2014, 2013, 2011, 2009 and 2008 fiscal years and deferred under the Deferral Plan, (v) $88,000 of salary and/or bonus earned for the 2007 fiscal year and deferred under the

55

Deferral Plan, and (vi) all interest accrued through December 31, 2015. An aggregate of $67,908 was distributed in 2015 in connectionor have any deferred shares with salary and/or bonus earned forrespect to the 20102018 fiscal year and deferred under the Deferral Plan.
The following table shows the deferred compensation activity for each named executive officer for the 2015 fiscal year attributable to the deferred shares of the Corporation's common stock awarded or credited during such year:
Name
(a)
 
Executive
Contributions
in Last FY ($)
(b)
 
Registrant
Contributions
in Last FY ($)
(c)
 
Aggregate
Earnings in
Last FY ($)
(d)
 
Aggregate
Withdrawals/
Distributions ($)
(e)
 
Aggregate
Balance at
Last FYE
($)(2)
(f)
W. Richard Roth — — $(208,874)(1) — $3,620,472
Andrew R. Gere — — —
  — —
Palle L. Jensen — — —
  — —
James P. Lynch — — —
  — —
Andrew F. Walters — — —
  — —
______________
(1)Represents (i) the $85,600 fair market value as of December 31, 2015 of the additional deferred shares of the Corporation's common stock credited to the named executive officer for the 2015 fiscal year as a result of the dividend equivalent rights under his restricted stock units and (ii) a $294,473 decrease in the fair market value of the accumulated deferred shares that occurred since the start of the 2015 fiscalany prior year.
(2)The reported aggregate balance is based on the $29.65 closing selling price of the common stock on December 31, 2015. As of December 31, 2015, Mr. Roth was fully vested in the reported account balance.
Special Deferral Election Plan
The principal features of the Special Deferral Election Plan may be summarized as follows:
The Special Deferral Election Plan (the "Deferral Plan") allows certain key employees, including each of the named executive officers, the opportunity to accumulate an additional source of retirement income through the deferral of up to 50 percent of their base salary each year and up to 100 percent of their bonusannual cash incentive compensation or other incentive compensation each year. For the compensation deferred each year, the individual may designate a separate distribution event and form of payment (lump sum or annual installments over a five or 10-year period). Distribution events include separation from service, the expiration of a designated deferral period of at least five years or the occurrence of a change in control. Withdrawals are also permitted in the event of a financial hardship. Each deferred account balance is credited with a rate of interest each year, compounded semi-annually, equal to the lower of (i) the 30-year long-term borrowing cost of funds to San Jose Water Company, as such rate is measured as of the start of each calendar year, or (ii) 120 percent of the applicable federal long-term rate, measured as of the start of each calendar year.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer ("CEO") and President, Eric W. Thornburg.
For 2018, our last completed fiscal year:
The median of the annual total compensation of all employees of the Corporation (other than our CEO) was $88,653; and
The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $2,792,237.
Based on this information, the ratio of the annual total compensation of Mr. Thornburg, our President and CEO, to the median of the annual total compensation of all employees for 2018 was 32 to 1.
There has been no change in the Corporation’s employee population or employee compensation arrangements for 2018 as compared to 2017 that the Corporation believes would significantly impact the pay ratio disclosure. Accordingly, as permitted by Item 402(u) of Regulation S-K, the Corporation used the same median employee as identified for 2017 to determine the median of the annual total compensation of all employees for 2018.

As previously disclosed, we took the following steps to identify the median employee in 2017:
We determined that, as of November 30, 2017, our employee population consisted of approximately 478 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, temporary and seasonal employees.
We selected November 30, 2017, which is within the last three months of 2017, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner.
To identify the “median employee” from our employee population, we compared the amount of salary, wages, and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2017. We excluded equity awards and bonus payments from our compensation measure because we did not widely distribute such awards and bonus to our employees. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.
We combined all of the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $88,653.
Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements
Mr. Thornburg's Employment Agreement: In September 2017, the Corporation entered into an employment agreement pursuant to which Mr. Thornburg agreed to serve as the President and Chief Executive Officer effective November 6, 2017. The material terms of such agreement are summarized below:
Mr. Thornburg's annual base salary for the 2017 and 2018 calendar years was established at $700,000.
Mr. Thornburg's target annual incentive cash compensation is 50 percent of his base salary starting with the 2018 fiscal year.
Mr. Thornburg received a sign-on cash bonus in the amount of $310,000 in the first quarter of 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.
Mr. Thornburg is eligible to receive enhanced severance benefits under the Executive Severance Plan (but not a tax gross-up as described below) and enhanced retirement benefits under the Cash Balance SERP.
Mr. Thornburg is entitled to severance benefits upon an involuntary termination (under certain circumstances where he is not eligible for benefits under the Executive Severance Plan) in an amount equal to the sum of (i) (A) two times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs on or prior to December 31, 2019 or (B) one times the sum of his annual base salary and target annual cash incentive compensation as in effect for the fiscal year of termination if such termination occurs after December 31, 2019 and (ii) his annual bonus for the year of termination based on actual performance, pro-rated for the number of days of employment during the year of termination.
If any payments or benefits payable to Mr. Thornburg would become subject to excise tax under Section 4999 of the Code, then such payments and benefits will be subject to reduction if such reduction would provide him with a greater after-tax benefit.
Mr. Thornburg's compensation is subject to clawback in accordance with applicable laws and regulations.
Mr. Thornburg was reimbursed for reasonable temporary housing expenses in the San Jose area (for up to 12 months) and reasonable moving and travel expenses incurred in connection with his relocation to the San Jose area. Mr. Thornburg is also eligible to receive a company-provided motor vehicle and maintenance thereof and the same perquisites as the other senior executive officers of the Corporation. In addition, effective January 1, 2018, the Corporation will reimburse Mr. Thornburg for reasonable business-related personal expenses approved by the Chair of the Executive Compensation Committee.
Equity awards under the agreement include the following:
◦Three initial RSU awards granted in the first quarter of 2018. The first award granted on January 2, 2018, covers 3,545 shares (determined by dividing $225,000 by the closing price per share of

the Corporation's common stock on the grant date) vesting in three equal installments on each of December 31, 2018, December 31, 2019, and December 31, 2020 subject to continued service. The second and third initial awards were granted on January 30, 2018 and cover an aggregate number of 8,879 shares determined by dividing $525,000 by the closing price per share of Corporation common stock on the grant date. The second award covers 6,342 target shares based on continued service and total shareholder return ("TSR") performance relative to the seven water peer companies over the period measured from January 1, 2018 to December 31, 2020 (the "TSR Performance Period"). The number of shares issuable under such award will range between 0 to 200 percent of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. The third initial award covers 2,537 target shares and will vest based on the EPS for the 2020 fiscal year and continued service through December 31, 2020. The number of shares issuable under such award will range between 0 to 150 percent of the target number of shares based on the level of actual attainment of the specified performance goal.
◦A special grant of RSUs granted on November 6, 2017 covering 14,552 shares (determined by dividing $900,000 by the closing price per share of the Corporation's common stock on the grant date) which will vest in three annual equal installments on each of December 31, 2018, December 31, 2019 and December 31, 2020 subject to continued service. This special grant is in recognition of the value of unvested equity awards that were forfeited by Mr. Thornburg in light of his move to the Corporation.
Mr. Lynch's Offer Letter: Under the terms of his offer letter, Mr. Lynch is entitled to (i) a company car and reimbursement of membership fees for one local health club; and (ii) separation pay in the form of 12 months of salary continuation should his employment be involuntarily terminated without cause. However, should Mr. Lynch's employment terminate under circumstances that would otherwise entitle him to separation pay and severance benefits under the Executive Severance Plan, there will be no duplication of benefits under the two arrangements, and Mr. Lynch will only receive the severance benefits provided under the Executive Severance Plan. Mr. Lynch's base salary was $441,000 for the 2018 calendar year.
Executive Severance Plan.: Officers of the Corporation or its subsidiaries who are serving in such capacity at the time of a change in control or ownership("CIC") of the Corporation may become entitled to severance benefits under the Corporation's Executive Severance Plan if their employment terminates under certain circumstances in connection with such change. Accordingly, should (a) such officer's employment be terminated by the Corporation for any reason other than good cause (as defined in the Executive Severance Plan) after the Corporation enters into an agreement to effect the change in control or ownershipCIC but before such agreement is terminated or prior to the expiration of a 24-month period following the effective date of the change in control or ownership,CIC, or (b) he or she resign for good reason (as defined in such plan) within the 24-month period following the effective date of the change in control or ownership,CIC (the "CIC Protection Period"), then (i) such officer will be entitled to a cash severance benefit consisting of three times the sum of the annual base salary and target bonusannual cash incentive compensation (as in effect for the fiscal year of such cessation of employee status or, inif higher, immediately before the case ofCIC), (ii) for Mr. Roth, a severance benefitThornburg, also an amount equal to 3.75 times the annual base salary, generally payable in three successive equal annual installments with a potentialbonus for a lump sum

56

payment to Mr. Roth in the eventyear of a termination in connection with certain change in control transactions, (ii)based on actual performance, pro-rated for the number of days of employment during the year of termination, (iii) his or her outstanding stock options will immediately vest and other equity awards may immediately vest in accordance with the terms of the award agreements, (iii)(iv) he or she will be reimbursed for the cost of COBRA continuation coverage under the company's group health care plans for himself or herself and his or her spouse and eligible dependents until the earlier of (x) the date of the last annual installment of his or her cash severance benefit or (y) the first date on which the officer is covered under another employer's health benefit program without exclusion for any pre-existing medical condition, and (iv)(v) he or she will be deemed to be three years older and be given three additional years of service for purposes of calculating his or her pension benefit under the SERP (the "Enhanced Pension Benefit").
If an officer, other than Mr. Thornburg, qualifies for benefits under the Executive Severance Plan and any payment made in connection with a change in controlCIC or the subsequent termination of the officer's employment becomes subject to an excise tax under Section 4999 of the Code (the "Excise Tax"), then such payment or benefit will be grossed-up to ensure that such officer does not incur any out-of-pocket cost with respect to such Excise Tax, and such officer will accordingly receive the same net after-tax benefit he or she would have received had no Excise Tax been imposed. Pursuant to the terms of Mr. Thornburg’s employment agreement, if any compensation payments

(including payments under the Executive Severance Plan) would become subject to the Excise Tax, the payments may be reduced if such reduction would provide him with a greater net after-tax benefit.
The benefits payable under the Executive Severance Plan are conditioned upon the named executive officer's execution of a general release of all employment-related claims against the Corporation and a non-solicitation covenant pursuant to which such officer may not induce any representative, agent or employee to terminate his or her employment or service relationship with the Corporation.
In addition to the benefits provided under the Executive Severance Plan, the named executive officer would also be entitled to (i) retirement benefits under the SERP or Cash Balance SERP and the Retirement Plan and (ii) their deferred compensation under the Corporation's non-qualified deferred compensation plan and their vested-to-date deferred stock awards. The present value of the accumulated pension benefits under the retirement plans as of the close of the 2015 fiscal year (excluding the enhancement of the benefits under the Executive Severance Plan) is set forth in the table above in the section entitled "Pension Benefits." The value of their accumulated deferred compensation as of December 31, 2015 is set forth in the two tables in the section above entitled "Non-Qualified Deferred Compensation."  
For purposes of the various payments and benefits which may be triggered under the Executive Severance Plan in connection with a change in control,CIC, the following transactions will be deemed to constitute a change in controlCIC event:
A merger, consolidation or other reorganization, unless 50 percent or more of the outstanding voting power of the successor entity is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction;
A sale of all or substantially all of the Corporation's assets, unless 50 percent or more of the outstanding voting power of the acquiring entity or parent thereof is owned, in substantially the same proportions, by the persons who were the Corporation's stockholders immediately prior to the transaction;
Certain changes in the composition of the Corporation's Board of Directors; or
The acquisition of the Corporation's outstanding securities by any person so as to make that person the beneficial owner of securities representing 30 percent or more of the total combined voting power of the Corporation's outstanding securities.
Accelerated Vesting of Equity Awards: The service-based restricted stock unit awards granted to the named executive officers vest in full on a CIC if they are not assumed, replaced or otherwise continued; if the awards are assumed, replaced or otherwise continued following a CIC, then the awards will continue to vest over the service period subject to vesting in full on a termination without good cause or resignation for good reason during the CIC Protection Period. The awards also vest in full on termination by reason of death or permanent disability during the vesting period (even if there is no CIC). The performance-based restricted stock unit awards granted to the named executive officers will vest with respect to the target number of shares on a CIC if the awards are not assumed, replaced or otherwise continued; if the awards are assumed, replaced or otherwise continued following a CIC, then the awards will vest at target level atthe end of the performance periodor an earlier termination without good cause or resignation for good reason or by reason of death or permanent disability following the CIC. The awards also vest pro-rata based on actual performance and period of service during the performance period upon a termination without good cause or resignation for good reason or by reason of death or permanent disability other than in connection with a CIC.

Potential Payments Upon a CIC:The chart below indicates the potential payments that each named executive officer would receive upon a qualifying termination following a change in controlCIC, based upon the following assumptions:assumptions listed below.
(i)HisThere is a qualifying termination of employment terminated on December 31, 2015 under circumstances entitling him to full severance benefits under the Executive Severance Plan;2018; and
(ii)The change in controlCIC is assumed to have occurred on December 31, 20152018, and at a price per share payable to the holders of the Corporation's common stock in an amount equal to the $29.65$55.62 per share, the closing selling price of such common stock on December 31, 2015.2018, the last trading day in the 2018 fiscal year.

57

Name 
Cash
Severance
Payment
($)
 
Present 
Value
of Enhanced
Pension
Benefit
($)(3)
 
Estimated 
Value of Reim-bursed
COBRA
Continua-
tion
Health Care
Coverage
($)
Value of
Accele-
rated
Option
Awards
(6)
 
Value of
Accele-
rated
Restricted
Stock
Awards
(6) 
 
Excise Tax
Gross-Up
($)(7)
Total 
Cash
Severance
Payment
($)(1)
 
Present 
Value
of Enhanced
Pension
Benefit
($)(2)
 
Estimated
Value of Reimbursed
COBRA
Continuation
Health Care
Coverage
($)
Value of
Accelerated
Restricted
Stock Unit
Awards
(3) 
 
Excise Tax
Gross-Up
($)(4)
Total
W. Richard Roth $2,662,500
(1) $365,312
  $47,154
 —
 $1,603,057
 $1,776,446
 $6,454,469
Eric W. Thornburg (5) $3,656,625
 $454,752
 $49,905
 $1,164,961
 $—
 $5,326,243
Andrew R. Gere $1,020,000
(2) $185,743
  $68,017
 —
 $50,524
 $676,517
 $2,000,801
 $1,728,000
 $398,638
 $71,950
 $242,226
 $1,337,910
 $3,778,724
Palle L. Jensen $1,308,000
(2) $345,488
  $68,017
 —
 $182,259
 $795,558
 $2,699,322
 $1,458,000
 $510,469
 $71,950
 $223,871
 $1,106,283
 $3,370,573
James P. Lynch $1,464,000
(2) —
(4) $6,223
 —
 $193,882
 $823,771
 $2,487,876
 $1,653,000
 $—
(6) $63,530
 $251,792
 $—
 $1,968,322
Andrew F. Walters $1,308,000
(2) $65,139
(5) $99,001
 —
 $147,094
 $648,780
 $2,268,014
Suzy Papazian $1,425,000
 $255,127
 $6,414
 $214,137
 $984,452
 $2,885,130
______________

(1)Represents 3.75three times Mr. Roth'sThornburg's annual salary of $710,000.
(2)Represents$700,000 plus three times his target annual cash compensation of $350,000 plus his annual cash incentive for the 2018 fiscal year based on actual performance of $506,625; represents three times Mr. Gere's annual salary of $280,000$461,000 plus three times his target bonusannual cash incentive compensation of $60,000, Represents$115,000; represents three times Mr. Jensen's annual salary of $330,000$389,000 plus three times his target bonusannual cash incentive compensation of $106,000,$97,000; represents three times Mr. Lynch's annual salary of $403,000$441,000 plus three times his target bonusannual cash incentive compensation of $85,000,$110,000; and represents three times Mr. Walters'Ms. Papazian's annual salary of $357,000$380,000 plus three times hisher target bonusannual cash incentive compensation of $79,000.$95,000.
(3)(2)The actuarial and economic assumptions used above to value the Retirement Planenhanced pension benefits include the RP-2014 Mortality Table basis adjusted to 2006 published by theThe Society of Actuaries, with projection scale MP-2014MP-2018 Mortality Improvement Scale and a 4.24%4.09 percent discount rate (3.88% for 2014)the SERP and Cash Balance SERP (for 2017 a discount rate of 3.44 percent was used for the SERP and Cash Balance SERP and the RP-2014 Mortality Table basis adjusted to 2006, published by The Society of Actuaries, with projection scale MP-2017 Mortality Improvement Scale was used for such plans). There is no assumption for pre-retirement mortality or cessation of service, and retirement is assumed to occur at the earliest age at which each named executive officer can receive the pension benefits without actuarial reductions.
(3)
Termination Following CIC: As described above, if the awards are assumed, replaced or otherwise continued in connection with a CIC, then the unvested service-based restricted awards vest in full on a qualifying termination occurring during the CIC Protection Period and the performance-based awards vest at target level upon a qualifying termination if such termination occurs after the CIC but prior to the end of the measurement period.
CIC Without Termination: If the awards are not assumed, replaced or otherwise continued in connection with the CIC, then the unvested service-based restricted stock units will automatically vest in full on an accelerated basis at the time of the CIC and the performance-based awards will automatically vest at target level at the time of the CIC.
All reported dollar values in this column are based on the $55.62 closing selling price per share of the Corporation's common stock on December 31, 2018, the last trading day in the 2018 fiscal year and include service-based and performance-based stock unit awards for each named executive officer.

(4)For executive officers other than Mr. Thornburg, calculated based on (i) W-2 wages for the five-year period 2013 through 2017, (ii) an effective tax rate of 52.65% (Federal, 37%; State, 13.3%; and Medicare, 2.35%) and (iii) the vesting of all outstanding unvested stock unit awards on the assumed December 31, 2018 CIC/separation from service date.
(5)As discussed above, Mr. Thornburg is not entitled to receive a tax gross-up under the Executive Severance Plan. However, if any payments or benefits payable to him would become subject to the excise tax under Section 4999 of the Code, such payments and benefits will be reduced if such reduction would provide him with a greater after-tax benefit.  The total amount shown for Mr. Thornburg has not been reduced as he would have a greater after-tax benefit on a net after-tax basis if paid the full amount owed.
(6)There would be no enhancement to Mr. Lynch’s benefits under the Cash Balance SERP, whether in the form of additional compensation credits or contributions or additional years of service credit, triggered by the change in controlCIC event or the termination of his employment in connection therewith.
(5)The indicated dollar amount represents the present value of Mr. Walters' Cash Balance SERP account, as previously disclosed in the table in the Pension Benefits section above, that would vest upon the assumed December 31, 2015 change in control event and concurrent termination of employment, since in the absence of such change in control and termination, Mr. Walters would not be vested in any portion
In the event of a CIC without termination where equity awards are not assumed, replaced or otherwise continued, the named executive officers would potentially be entitled to acceleration of their restricted stock unit awards as set forth in the chart above (but would not be entitled to the other potential payments listed in such chart).
Potential Payments Upon Termination without a CIC: In the event of a qualifying termination on December 31, 2018, Mr. Thornburg would be entitled to a payment equal to two times the sum of his Cash Balance SERP as of December 31, 2015. There would be no other enhancement to his benefits under the Cash Balance SERP, whether in the form of compensation credits or contributions or additional years of service credit, triggered by the change in control event or the termination of his employment in connection therewith.
(6)The unvested restricted stock units will automatically vest on an accelerated basis at the time of the qualifying termination event. For purposes of this calculation, the performance based restricted stock unit award granted to Mr. Roth in August 2014 that vests based on performance tied to relative total shareholder return is assumed to vest at 100% of target. In addition, the number of shares subject to the ROE award granted to Mr. Roth in January 2015 would be increased by an additional 13,278 shares as more fully-described below. The reported dollar values of these unvested units are based on the $29.65 closing selling price per share of the Corporation's common stock on December 31, 2015.
(7)Calculated based on (i) W-2 wages for the five-year period 2010 through 2014 or fewer number of years the named executive officer has been employed by the Corporation (for Mr. Lynch, the calculation was based on his W-2 wages for the 2014, 2013, 2012 and 2011 calendar year and his annualized salary for 2010 and for Mr. Walters, the calculation was based on his annualized salary for 2014), (ii) an effective tax rate of 55.25%

58

(Federal, 39.6%; State, 13.3%; and Medicare, 2.35%) and (iii) the vesting of all outstanding unvested stock-based awards on the assumed December 31, 2015 change in control/separation from service date.
Mr. Roth's Employment Agreement. The Corporation entered into an amended and restated employment agreement with the CEO effective January 1, 2008. Such amended and restated employment agreement was subsequently amended on December 16, 2009 and January 26, 2010, respectively. In July 2014, the Committee negotiated a new compensation package with the CEO and further amended his employment agreement. Pursuant to the July 30, 2014 amendment, the term of Mr. Roth’s employment under his employment agreement was extended to December 31, 2017. The material terms of such amended agreement are summarized below:
Mr. Roth's annual base salary of $700,000 for the 2015 calendar2018 fiscal year was increased from $676,000plus his target annual cash compensation of $350,000, in addition to $710,000, andhis annual cash incentive of $506,625 for the 2018 fiscal year based on actual performance, which equals $2,606,625. In the event of a qualifying termination on December 31, 2018, Mr. Lynch would be entitled to a payment of his annual base salary for the 2016 and 2017 calendar years will be increased by four percent per2018 fiscal year to $738,400 and $767,936, respectively.of $441,000.
His target bonus remains at 25 percent of his base salary.
Approximately 70 percent of his target equity awards are inAs described above, the form of performance based RSUs, 50 percent of which are based on a three-year performance period.
The total direct compensation package for Mr. Roth, when measured in terms of total cash compensation and the annualized grant-date value of his new equity awards) is at approximately the 62nd percentile of the peer group.
Mr. Roth's compensation is subject to clawback of compensation in accordance with applicable laws and regulations.
Mr. Roth continues to be entitled to paid health care coverage for himself and his dependents and certain perquisites which include a Corporation-provided motor vehicle (replaceable at three or four-year intervals) and Corporation-paid club memberships (excluding any country club memberships).
The principal terms of the equity awards provided for under the July 2014 amendment agreement are summarized in the section entitled "Compensation Discussion and Analysis - Amendment of CEO Employment Agreement" that appears earlier in this proxy statement; the vesting (including accelerated vesting) terms of these awards are described below.
Pursuant to the employment agreement entered into in 2003, Mr. Roth received a deferred restricted stock award covering 83,340 shares. The award is fully vested and continues to include dividend equivalent rights. The phantom cash dividends which accumulate each year pursuant to those dividend equivalent rights are converted on the first business day of January in each succeeding year into additional deferred shares based on the average of the per share market prices of the Corporation's common stock on each date actual dividends were paid on such common stock during the year.
If Mr. Roth's employment is involuntarily terminated for any reason other than death, disability or good cause (as defined in Mr. Roth's employment agreement) or his employment is voluntarily terminated for good reason (as defined in such agreement) and such termination does not occur under circumstances entitling him to benefits under the Executive Severance Plan, he will be instead entitled to the following benefits: (i) lump sum cash severance payment equal to 3.9 times his annual base salary at the time of termination (or such higher rate as was in effect at any time during the previous 12 months), and (ii) reimbursement of the costs of COBRA continuation coverage for himself and his spouse until the earlier of (x) the end of the 36-month period measured from the date the employment terminates or (y) the first date on which he is covered under another employer's health benefit program without exclusion for any pre-existing medical condition. Such benefits are conditioned, however, upon Mr. Roth's execution of a general release of all employment-related claims against the Corporation. In addition, Mr. Roth would be entitled to receive accelerated vesting of his outstanding equity awards as more fully described below.
If (i) Mr. Roth's employment had been involuntarily terminated for any reason other than death, disability or good cause (as defined in Mr. Roth's employment agreement) or his employment had been voluntarily terminated for good reason (as defined in such agreement) on December 31, 2015 and (ii) such termination had not occurred under circumstances entitling him to benefits under the Executive Severance Plan, then he would have been entitled to the following payments and benefits in connection with such termination of employment:

59

Cash Severance 
Value of 36 Months of
Reimbursed COBRA
Continuation Health Care Coverage
$2,769,000
(1)(3) $47,154
(2)
______________
(1)Represents 3.9 times the annual rate of base salary of $710,000 in effect for Mr. Roth on December 31, 2015.
(2)Represents 36 months of health benefit coverage at an average monthly rate of approximately $1,310.
(3)Pursuant to his employment agreement, Mr. Roth may not, during the one-year period following his termination of employment, solicit any individuals who were in the Corporation's employ at the time of such termination or within the preceding six months to work for him or any other entity with which he is affiliated.
As of December 31, 2015, Mr. Roth held outstandingunvested service-based restricted stock units covering 40,788 unvested shares of the Corporation's common stock. These awards vest as follows:
Restricted stock units covering 20,871 of those 40,788 shares will vest in one or more successive equal annual installments upon his continued service with the Corporation. The shares vestfull on an accelerated basis in the event Mr. Roth's employment is terminated by reason of death or disability or involuntarily terminated other than for good cause (as defined in Mr. Roth's employment agreement) or he resigns for good reason (as defined in such agreement). If on December 31, 2015, Mr. Roth's employment had terminated for any of these qualifying reasons, then upon such a qualifying termination event, his restricted units covering 20,871 unvested shares of common stock under his service-based awards would have vested on an accelerated basis for a total value of $618,825. Such accelerated value was based on the $29.65 per share closing selling price of the common stock on December 31, 2015.
Restricted stock units covering 19,917 shares will vest upon attainment of a relative total shareholder performance goal over the period measured from August 4, 2014 to December 31, 2017. In the event of Mr. Roth's qualifying termination (other than following a change in control), Mr. Roth will be entitled to receive, following the end of the TSR Performance Period, the number of shares issuable under the award based on the level of actual attainment of performance (with such number pro-rated for the period of service during the applicable performance period in the event of a termination by reason of death or disability). Inpermanent disability and the eventperformance-based awards vest pro-rata based on actual performance and period of a change in control,service during the performance period will end onupon a termination without good cause or resignation for good reason or by reason of death or permanent disability during the date of such change in control and the number of shares issuable under the award will be determined based on attainment of performance over the abbreviated performance period. If the award as so determined is assumed, replaced or otherwise continued following the change in control, the award will vest on December 31, 2017, subject to continued service through that date; however, the award will vest in full upon a qualifying termination that occurs within 24 months following the change in control. If the award is not assumed, replaced or otherwise continued, the shares issuable under the award will vest upon the change in control. If there had beenThe payout value for each named executive officer's service-based awards and performance-based awards, assuming a qualifying termination on December 31, 20152018 (other than in connection with a change in control), then on December 31, 2017, 19,917 shares of common stock under this award would have vested assuming a probable outcome of the performance goals at 100 percent of target; if a qualifying termination had occurred following a change in control in which the award was assumed, replaced or continued or if the award was not assumed, replaced or continued upon a change in control, then 19,917 shares would have vested on such termination or change in controlCIC) and assuming that attainment ofactual performance forunder the abbreviated performance periodperformance-based awards was at target. Basedtarget level, are $835,728 for Mr. Thornburg, $210,355 for Mr. Gere, $194,707 for Mr. Jensen, $218,476 for Mr. Lynch and $184,973 for Ms. Papazian. All reported dollar values are based on the $29.65 per share$55.62 closing selling price per share of the Corporation's common stock on December 31, 2015,2018, the value of those shares is $590,539.
Pursuant to his employment agreement, in January 2015, Mr. Roth was granted a restricted stock units award covering 6,639 target shares tied to the achievement of a specified performance goal based on return on equity ("ROE") over the period measured from January 1, 2015 to December 31, 2015, subject to adjustment for certain events that occur prior to the end of the measurement period. Mr. Roth is entitled to similar additional awards of restricted stock units covering the same number of shares in each of 2016 and 2017 tied to achievement of ROE goals established for each such year. Under the terms of the awards,last trading day in the event of Mr. Roth's qualifying separation (other than following a change in control), Mr. Roth will be entitled to receive, following the end of the applicable

60

performance period, the number of shares issuable under the then outstanding ROE award based on the level of actual attainment of performance (with such number pro-rated for the period of service during the performance measurement period in the event of a termination by reason of death or disability). In the event of a change in control during the measurement period of such an ROE award, the number of shares issuable under such award will be increased by the target number of shares issuable under ROE awards that have not yet been issued and the award will be subject to vesting as follows without regard to performance. If the ROE award (as so adjusted) is assumed, replaced or otherwise continued in connection with a change in control, the ROE award will vest upon completion of service through the end of the applicable calendar year of grant of the ROE award or a qualifying separation that occurs within 24 months following the change in control. The ROE award (as so adjusted) will immediately vest in the event of a change in control in which the ROE award is not assumed, replaced or otherwise continued. No additional ROE awards will be granted following Mr. Roth's termination or a change in control. Based on the attainment of the target ROE, the 2015 ROE award vested in full; based on the $29.65 per share closing selling price of the common stock on December 31, 2015, the value of the 6,639 shares under the award was $196,846. If a change in control had occurred during 2015, the number of shares subject to the 2015 ROE award would have been increased by an additional 13,278 shares and these shares would have vested on December 31, 2015 subject to continued service or earlier qualifying termination or on a change in the control if the award was not assumed, replaced or otherwise continued. Based on the $29.65 per share closing selling price of the common stock on December 31, 2015, the value of the additional 13,278 shares would be $393,693.2018 fiscal year.
In addition, Mr. Roth would be entitled to accumulated retirement benefit with a present value of $7,383,207 as of December 31, 2015 and vested deferred compensation in the amount of $5,181,834 as of that date.
Mr. Lynch's Offer Letter. Under the terms of his offer letter, Mr. Lynch is entitled to the following compensation package: (i) base salary at the annual rate of $350,000; (ii) annual target bonus in the amount of $75,000, with the actual bonus each year to range from 0 to 150 percent of target based on performance goal attainment; (iii) two separate restricted stock unit awards covering shares of the Corporation's common stock, each issued under the Corporation's Long-Term Incentive Plan and each with a grant-date value of $75,000; (iv) company car and reimbursement of membership fees for one local health club; and (v) separation pay in the form of 12 months of salary continuation should his employment be involuntarily terminated without cause. However, should Mr. Lynch's employment terminate under circumstances that would otherwise entitle him to separation pay and severance benefits under the Executive Severance Plan, there will be no duplication of benefits under the two arrangements, and Mr. Lynch will only receive the severance benefits provided under the Executive Severance Plan. Mr. Lynch's base salary was $403,000 for the 2015 calendar year.
Had Mr. Lynch's employment been involuntarily terminated without cause by the Corporation on December 31, 2015 in the absence of a change in control, the salary continuation payment to which he would have been entitled under his offer letter would have been in the aggregate amount of $403,000.
Accelerated Vesting on Change in Control. The service-based restricted stock unit awards granted to the named executive officers vest in full on a change in control if they are not assumed, replaced or otherwise continued. If the awards are assumed, replaced or otherwise continued following a change in control, then the awards will continue to vest over the service period subject to vesting in full on a qualifying termination following the change in control. The performance-based restricted stock unit awards granted to Mr. Roth vest on an accelerated basisin connection with a change in controlas described above. The performance-based restricted stock unit awards granted to the other named executive officers will vest with respect to the target number of shares on a change in control if the awards are not assumed, replaced or otherwise continued; if the awards are assumed, replaced or otherwise continued following a change in control, then the awards will vest at target level atthe end of the performance periodor an earlier qualifying termination following the change in control.

61

Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 20152018, with respect to the shares of the Corporation's common stock that may be issued under the Corporation's existing equity compensation plans.plans:
 A B C A B C
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights  
Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights
 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column A) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights  
Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights
 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column A)
Equity Compensation Plans Approved by Shareholders (1) 245,976
(3) $—
(4) 1,403,750
(5)(6)
Equity Compensation Plans Not Approved by Shareholders (2) N/A
 N/A
 N/A
 
Equity Compensation Plans Approved by Stockholders (1) 124,275
(2) $—
(3) 1,164,732
(4)(5)
Equity Compensation Plans Not Approved by Stockholders (6) N/A
 N/A
 N/A
 
Total 245,976
(3) $—
(4) 1,403,750
(5)(6) 124,275
(2) $—
(3) 1,164,732
(4)(5)
_______________
(1)Consists of the Corporation's Long-Term Incentive Plan and 2014 Employee Stock Purchase Plan.
(2)The Corporation does not have any outstanding equity compensation plans which are not approved by shareholders.
(3)Includes 245,976124,275 shares of common stock underlying deferred stock awards and restricted stock units that will entitle each holder to the issuance of one share of common stock for each deferred share or unit that vests following the applicable performance-vesting or service-vesting requirements. Excludes outstanding purchase rights under the 2014 Employee Stock Purchase Plan.
(4)(3)Calculated without taking into account the 245,976124,275 shares of common stock subject to outstanding deferred stock awards or restricted stock units that will become issuable upon or following the vesting of those awards or units, without any cash consideration or other payment required for such shares.
(5)(4)Consists of 1,037,068881,914 shares of common stock available for issuance under the Long-Term Incentive Plan and 366,682282,818 shares of common stock available for issuance under the 2014 Employee Stock Purchase Plan.
(6)(5)The shares under the Long-Term Incentive Plan may be issued pursuant to stock option grants, stock appreciation rights, restricted stock or restricted stock unit awards, performance shares, dividend equivalent rights, and stock bonuses.
(6)The Corporation does not have any outstanding equity compensation plans which are not approved by stockholders.
Compensation Committee Interlocks and Insider Participation
No member of the Executive Compensation Committee was at any time during the 20152018 fiscal year, or at any other time, an officer or employee of the Corporation or any of its subsidiaries. No executive officer of the Corporation served during the 20152018 fiscal year as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving as a member of the Corporation's Board or Executive Compensation Committee. Messrs. CaliBishop, Landis, and MoskovitzMore and Ms. Armstrong served on the Executive Compensation Committee during the 20152018 fiscal year. None of the Executive Compensation Committee members had a relationship requiring disclosure under Item 404 of Regulation S-K.

62

COMMITTEE REPORTS
The following reports of the Audit Committee and the Executive Compensation Committee shall not be deemed incorporated by reference into any previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this proxy statement, in whole or in part, nor are such reports to be incorporated by reference into any future filings.
Annual Report of the Audit Committee
In connection with the audited consolidated financial statements for the period ended December 31, 2015,2018, the Audit Committee (1) reviewed and discussed the audited consolidated financial statements with management, (2) discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16, Communications with Audit Committees, or any successor standard and (3) received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20152018 for filing with the Securities and Exchange Commission.

Audit Committee
Douglas R. King, Committee Chair
Walter J. BishopGregory P. Landis
Debra C. Man
Daniel B. More
Ronald B. Moskovitz
Annual Report of the Executive Compensation Committee
The Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management, and based on such review and such discussions, the Executive Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis, as contained herein, be included in this proxy statement.

Executive Compensation Committee
RonaldDaniel B. Moskovitz,More, Committee Chair
Katharine Armstrong
Mark L. CaliWalter J. Bishop
Gregory P. Landis



63

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 2018, there have be no transactions and there are no currently proposed transactions in which the Corporation was or is a participant and the amount involved exceeds $120,000 and in which any related person (as defined under Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest.
The Audit Committee reviews related party transactions as such term is defined under Item 404(a) of Regulation S-K pursuant to the Corporation's Audit Committee Charter. The Audit Committee evaluates all such transactions and determines whether or not it serves the best interest of the Corporation and its shareholdersstockholders and whether the relationship should be continued or eliminated. In addition, SJW Corp.'sGroup has a written Related Party Transactions Policy which provides that any request for review submitted to the Audit Committee must describe the material terms of the proposed transaction and the related party's interest. Such policy further provides that when review of a related party transaction is required between regular Audit Committee Meetings,meetings, the Audit Committee may do so at a special telephonic committee meeting or by written consent (including by email).
SHAREHOLDERSTOCKHOLDER PROPOSALS
ShareholderStockholder proposals intended to be presented at next year's annual meeting of shareholdersstockholders must comply with all applicable requirementsSEC rules and regulations, including Rule 14a-8 of SEC Rule 14a-8the Securities Exchange Act, as amended, and be received by the Corporation by November 16, 2016__, 2019 for inclusion in the Corporation's proxy materials relating to that meeting. In addition, for a shareholderstockholder proposal to be properly brought before next year's annual meeting by a shareholderstockholder (and not pursuant to the SEC Rule 14a-8 for inclusion in the proxy materials), the shareholderstockholder must comply with the advance notice and other provisions in our Bylaws. In general, for a shareholderstockholder proposal to be timely under such advance notice provision, the proposal must be delivered to the Secretary of the Corporation at its principal executive offices not later than 90 days and nothe close of business on the 90th day nor earlier than 120 daysthe close of business on the 120th day prior to the one-year anniversary of this year's annual meeting date.
The proxy solicited by the Board of Directors for the 20172020 annual meeting of shareholdersstockholders will confer discretionary authority to vote on any shareholderstockholder proposal presented at the meeting for which the Corporation did not have notice on or prior to January 27, 2017.25, 2020.

64

FORM 10-K
SJW CORP.GROUP WILL MAIL, WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF SJW CORP.'SGROUP'S FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015,2018, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS, AND ANY PARTICULAR EXHIBIT SPECIFICALLY REQUESTED. REQUESTS SHOULD BE SENT TO: SJW CORP.,GROUP, 110 W. TAYLOR STREET, SAN JOSE, CALIFORNIA 95110, ATTENTION: CORPORATE SECRETARY. THE ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE AT THE CORPORATION'S WEBSITE AT WWW.SJWCORP.COMWWW.SJWGROUP.COM.
OTHER MATTERS
The Board of Directors is not aware of any matters to be presented for shareholderstockholder action at the annual meeting other than as set forth herein. If any other matters are properly brought before the annual meeting or any adjournment or postponement thereof, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment. Whether or not you intend to be present at the meeting, you are urged to complete, sign and return your proxy card promptly.


BY ORDER OF THE BOARD OF DIRECTORS
    



Suzy Papazian
General Counsel and Corporate Secretary


San Jose, California
March 4, 2016_, 2019


65

APPENDIX A

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
SJW CORP.GROUP

SJW Group, a Delaware corporation (the “Corporation”), hereby certifies as follows:
1.That the Corporation’s Board of Directors has duly adopted the following resolution to amend the Corporation’s Certificate of Incorporation, as amended, pursuant to Section 242 of the General Corporation Law of the State of Delaware:
RESOLVED, that the Certificate of Incorporation of the Corporation shall be amended as follows:
Article IV shall be amended and restated in its entirety as follows:
“The total number of shares of stock that the Corporation shall have authority to issue is 71,000,000, consisting of the following:
70,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.
1,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
The Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be signed by the Corporation’s Chief Financial Officer, its authorized officer, on this __day of ____, 2019.
SJW GROUP


By: __________________________________
Name: James P. Lynch
Title: Chief Financial Officer

SJW GROUP
ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
APRIL 27, 201624, 2019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Annual Meeting of ShareholdersStockholders to be held on April 27, 2016,24, 2019, and the accompanying proxy statement, and appoints Eric W. Richard RothThornburg and James P. Lynch, or either of them, the proxy of the undersigned, with full power of substitution, to vote all shares of Common Stock of SJW Corp.Group that the undersigned is entitled to vote, either on his or her own behalf or on behalf of an entity or entities, at the Annual Meeting of ShareholdersStockholders of SJW Corp.Group to be held on April 27, 2016,24, 2019, at 9:00 AM Pacific Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could have if personally present thereat.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR"FOR" EACH OF ELECTING THE NINEEIGHT NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND FOR PROPOSAL 2."FOR" PROPOSALS 2, 3 AND 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Continued and to be signed on the reverse side.
 
   
 
NAME:  CONTROL #:  SHARES: 


VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M.PM Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.PM Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWSFOLLOWS: x.


NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: MATERIAL:The Notice of Meeting, Proxy Statement, Form of Proxy and the Annual Report for the year ended on December 31, 20152018, are available at
http:https://www.rrdezproxy.com/2016/SJWCorpwww.proxydocs.com/SJW

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SJW CORP.Group
The Board of Directors recommends you vote FOR each of the following:following director nominees: 
1. Election of DirectorsELECTION OF DIRECTORS   
      
NOMINEES:
oFor All01K. Armstrong
oWithhold All02W. J. Bishop
oFor All Except03D. R. King
Nominees:   
   For04AgainstAbstain
1a.K. Armstrongooo
1b.W. J. Bishopooo
1c. D. ManR. Kingooo
1d. G. P. Landisooo
1e. D. C. Manooo
051f. D. B. Moreooo
1g. E. W. Thornburgooo
06R. B. Moskovitz
07G. E. Moss
08W. R. Roth
091h. R. A. Van Valer
oo
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.

o
The Board of Directors recommends you vote FOR the following proposals:
  FORFor AGAINSTAgainst ABSTAINAbstain
2. To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the accompanying proxy statement.ooo
  ForAgainstAbstain
3. To approve an amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock from 36,000,000 shares to 70,000,000 shares.ooo
  For AgainstAbstain
2.4. Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year 2016.2019. o o o
NOTE: Act upon such other business as may properly come before the annual meeting or any adjournment of postponement thereof.
      
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
   
Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date