SJW DEF 14A Definitive proxy

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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SJW Group

(Name of Registrant as Specified In Its Charter)

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Notice of Annual Meeting of Stockholders

March 9, 2021

To Our Stockholders:

Notice is hereby given that the 2021 Annual Meeting of Stockholders of SJW Group will be held virtually on Wednesday, April 28, 2021 at 9:00 AM Pacific Time (the "Annual Meeting"), for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:

Proposal 1: To elect ten (10) directors to serve on the Board of Directors of SJW Group;

Proposal 2: To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement;

Proposal 3: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2021; and

Proposal 4: To act upon such other business as may properly come before the virtual Annual Meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on Wednesday, March 3, 2021 as the record date for determining the stockholders 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 virtual Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. In light of the public health impact of the COVID-19 pandemic, the Corporation will hold the Annual Meeting in a virtual meeting format only. You will not be able to attend the Annual Meeting in person. In order to attend the Annual Meeting at www.virtualshareholdermeeting.com/SJW2021, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. You may also vote prior to the Annual Meeting 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 Annual Meeting. If you attend the Annual Meeting and wish to change your proxy vote, you may do so at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2021: A COPY OF THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 2020 ARE AVAILABLE AT https://www.proxydocs.com/SJW.

Sincerely,

Eric W. Thornburg

President, Chief Executive Officer and

Chairman of the Board

TABLE OF CONTENTS


Page
PURPOSE OF MEETING			1

VOTING RIGHTS AND SOLICITATION			1
Voting and Virtual Annual Meeting			1
Quorum and Votes Required			1
Voting Procedure			2
Proxy Solicitation Costs			3

PROPOSAL 1-ELECTION OF DIRECTORS			4
General			4
Key Experience, Qualifications, Attributes and Skills of Board Nominees			4
Director Independence			14
Board Leadership Structure			15
Board's Role in Risk Oversight			15
Board Committees			16
Evaluation of Board and Committee Performance			19
Communications with the Board			19
Code of Conduct			19
Board Meetings			19
Compensation of Directors			20
Recommendation of the Board of Directors			23

PROPOSAL 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION			24
General			24
Resolution			24
Recommendation of the Board of Directors			24

PROPOSAL 3-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM			25
General			25
Principal Independent Accountants' Fees and Services			26
Recommendation of the Board of Directors			26

OWNERSHIP OF SECURITIES			27
Delinquent Section 16(a) Reports			27
Security Ownership of Certain Beneficial Owners and Management			27
Policy Governing Hedging and Pledging of Common Stock			30

EXECUTIVE COMPENSATION AND RELATED INFORMATION			31
Compensation Discussion and Analysis			31
Summary Compensation Table			48
Grants of Plan-Based Awards			50
Risk Assessment of Compensation Policies and Practices			52
Outstanding Equity Awards at Fiscal Year-End			55
Option Exercises and Stock Vested			57
Pension Benefits			58
Non-Qualified Deferred Compensation			63
Pay Ratio Disclosure			64

SJW Group

110 W. Taylor Street

San Jose, California 95110

Proxy Statement for the 2021 Annual Meeting of Stockholders

To Be Held on April 28, 2021

The enclosed proxy is solicited on behalf of the Board of Directors of SJW Group, a Delaware corporation ("SJW Group" or the "Corporation"), for use at SJW Group's Annual Meeting of Stockholders to be held virtually on Wednesday, April 28, 2021 at 9:00 AM Pacific Time and at any adjournment or postponement thereof. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/SJW2021.

These proxy solicitation materials are being mailed on or about March 16, 2021 to all stockholders entitled to notice of, and to vote at, the Annual Meeting of Stockholders. SJW Group's 2020 Annual Report, which includes its Form 10-K for the year ended December 31, 2020, accompanies these proxy solicitation materials.

PURPOSE OF MEETING

The Board of Directors has called the Annual Meeting of Stockholders for the following purposes:

1.To elect ten (10) directors to serve on the Board of Directors of SJW Group;

2.To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement;

3.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2021; and

4.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, and in the case of Proposal 1, for each of the director nominees.

VOTING RIGHTS AND SOLICITATION

Voting and Virtual Annual Meeting

Only stockholders of record on March 3, 2021, the record date, will be entitled to notice of, and to vote at the Annual Meeting. As of the close of business on March 3, 2021, there were 28,602,173 shares of common stock issued and outstanding. Each share of common stock is entitled to one (1) vote on each matter presented at the meeting.

In light of the public health impact of the COVID-19 pandemic, the Corporation will hold the Annual Meeting in a virtual meeting format only. This format will enable stockholders to attend the meeting and participate from any location at no cost, and stockholders will be able to listen to the meeting live, submit questions, and vote. You will be able to attend the Annual Meeting online at www.virtualshareholdermeeting.com/SJW2021. To participate in the virtual Annual Meeting, you will need the control number included on your proxy card, or voting instruction card (if your shares are held through a stockbroker or another nominee). We encourage you to access the Annual Meeting prior to the start time and allow ample time to log in to the virtual Annual Meeting and test your computer audio system.

Quorum and Votes Required

A majority of the Corporation's voting power of all shares of common stock issued and outstanding and entitled to vote must be present at the Annual Meeting 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 at the Annual Meeting. If a broker or other nominee holds shares in its name on behalf of a stockholder who is a beneficial owner of such shares, 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 stockholder, and therefore broker non-votes will occur if no such instructions are given. The broker or nominee is permitted to vote on Proposal 3 in the absence of voting instructions from the stockholders who are beneficial owners of such shares, therefore the Corporation does not expect any broker non-votes for Proposal 3.

For Proposal 1, each director nominee is elected by a majority of the votes cast with respect to the director, i.e., the number of votes “for” the director exceeds the number of 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 Nominating & 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 counted for Proposal 1.

Proposal 2 requires for approval the affirmative vote of a majority of stockholders present at the Annual Meeting or represented by proxy at the meeting and entitled to vote. As a result, 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 vote when making future compensation decisions affecting the Corporation’s named executive officers.

Proposal 3 requires for approval the affirmative vote of a majority of stockholders present at the Annual Meeting or represented by proxy at the meeting and entitled to vote. As a result, abstentions will have the same effect as voting against Proposal 3. As discussed above, we do not expect broker non-votes for Proposal 3.

Voting Procedure

Stockholders of record may vote via the Internet, by telephone, by mailing a completed proxy card prior to the Annual Meeting, or by voting online at the virtual Annual Meeting. Instructions for voting via the Internet, by telephone, and at the virtual Annual Meeting are set forth on the enclosed proxy card. The Internet and telephone voting facilities will close at 11:59 PM Eastern Time on April 27, 2021. 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 by the stockholder. 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 1; FOR the advisory resolution to approve the compensation of the named executive officers as disclosed in this Proxy Statement in Proposal 2; and FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm as described in Proposal 3, 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 VIRTUAL ANNUAL MEETING.

You may revoke your proxy at any time before it is actually voted at the virtual Annual Meeting by:

•Delivering written notice of revocation to the Corporate Secretary at SJW Group, 110 W. Taylor Street, San Jose, California 95110;

•Submitting a later dated proxy; or

•Attending and voting at the virtual Annual Meeting.

Your attendance at the virtual Annual Meeting will not, by itself, constitute a revocation of your proxy.

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 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 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 $10,000, plus expenses, for proxy solicitation services.

PROPOSAL 1

ELECTION OF DIRECTORS

General

Ten (10) directors, which will constitute the entire Board of Directors of SJW Group (the "Board") following the Annual Meeting, are to be elected at the Annual Meeting to hold office until the next annual meeting or until a successor for such director is elected and qualified, or until the death, resignation or removal of such director. In May 2020, the Board appointed Carl Guardino as a director of the Corporation, and he is a nominee for director at the Annual Meeting. Robert A. Van Valer, a current member of the Board, was not nominated for reelection and his term will expire after the Annual Meeting. Mr. Van Valer has faithfully served the Corporation for 15 years as a member of the Board and five (5) years as the Lead Independent Director of the Board. His service to the Corporation has been exemplary and is greatly appreciated.

The Corporation's Bylaws provide a majority 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 ten (10) 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 required to publicly disclose its decision and the rationale behind the decision. For more detail about the majority voting standard, see our Bylaws which were filed with the Securities and Exchange Commission (the "SEC").

Unless individual stockholders specify otherwise, each returned proxy will be voted FOR the election of each of the ten (10) nominees whose biographies are provided below, each of whom has been nominated by the existing Board of Directors upon the recommendation of the Nominating & Governance Committee. 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 Group is not aware of any nominee who is unable or will decline to serve as a director.

Key Experience, Qualifications, Attributes and Skills of Board Nominees

The following biographies describe the particular experience, qualifications, attributes and skills that led the Board of Directors to conclude that each continuing director and nominee should serve as a director of SJW Group at this time, in light of the Corporation's business and structure, and in addition to any past experience on the Board of Directors of SJW Group and its subsidiaries. No nominee or current director has any family relationship with any other current director, nominee or with any executive officer. Other than Eric W. Thornburg, whose employment relationships with SJW Group and its subsidiaries which are described below, no nominee is or has been employed by SJW Group or its subsidiaries during the past five (5) years.


Katharine Armstrong

Position with the Corporation: Director

		Business Experience
		Chairman of the Advisory Board of Natural Resources Solutions (“NRS”) since 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 and is a former Chairman of the Texas Parks and Wildlife Commission.


Age: 68		Committees
Director Since: 2009		l Executive Compensation Committee
		l Nominating & Governance Committee (Chair)


Key Experience, Qualifications, Attributes and Skills
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:
l	Served as Chairman of the Armstrong Center for Energy and the Environment, a Texas Public Policy Foundation, from 2009 to 2020
l	Chairman of the Advisory Board and Past President of NRS, an environmental consulting company based in Austin, Texas
l	Former Chairman of the Texas Parks and Wildlife Commission
l	Extensive experience in a wide variety of natural resource regulatory policy, including water
l	Participated in the formulation of a Land and Water Resources Conservation Plan, a strategic plan mandated by the Texas Legislature
l	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
l	Active in the State of Texas where the Corporation conducts business operations through its wholly owned subsidiary, SJWTX, Inc.


Walter J. Bishop

Position with the Corporation: Director

		Business Experience
		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 served 600,000 customers in Northern California’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 Master’s Degree in Public Administration from Pepperdine University.


Age: 69		Committees
Director Since: 2012		l Finance Committee
		l Nominating & Governance Committee
		l Sustainability Committee (Chair)


Key Experience, Qualifications, Attributes and Skills
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:
l	Extensive experience leading and managing major water utilities in the United States with over one million customers
l	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
l	Former 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
l	Past Chair of the Water Research Foundation and member of the Board of Trustees for 12 years
l	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


Carl Guardino

Position with the Corporation: Director

		Business Experience
		Executive Vice President, Government Affairs and Policy at Bloom Energy since August 2020. Mr. Guardino currently serves as a director on the board of Equilar, Inc. since April 2020. He served as President and Chief Executive Officer of the Silicon Valley Leadership Group (“SVLG”) from 1997 to August 2020 and served as Vice President from 1991 to 1995. From 2002 to August 2020, he also served as Executive Director of Silicon Valley Leadership Group Foundation (“SVLG Foundation”). In 2007, the Governor of California appointed Mr. Guardino as a Commissioner of the California Transportation Commission and he is currently serving his fourth term. He also held an executive position in governmental affairs with Hewlett-Packard Corporation from 1995 to 1997. From 1987 to 1990, he served as Chief Assistant for California State Assemblyman Rusty Areias. Mr. Guardino received a Bachelor of Arts in political science from San Jose State University where he is a Distinguished Alumnus.


Age: 59		Committees
Director Since: 2020		l Sustainability Committee


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Mr. Guardino brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its commitment to community involvement, and the Corporation's execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
l	Experience managing the SVLG, a prominent public policy trade association that represents more than 350 of Silicon Valley’s most respected companies
l	Championed public policy at the local, state, and federal level for more than three decades
l	Led a number of successful ballot measures, especially in the areas of transportation and housing


Mary Ann Hanley

Position with the Corporation: Director

		Business Experience
		Ms. Hanley currently serves as Director of the Valencia Society, the endowment fund for St. Francis Hospital and Medical Center, part of Trinity Health New England since 1998 and liaison for government and community alliances at Trinity Health since 2015. Ms. Hanley serves as the Chair of the Board of Oak Hill School since 2010, the largest private non-profit provider of services for people with disabilities in Connecticut. She has been a Director of Goodwin University since 2018 and a member of the Economic and Strategic Development Committee of the University since 2017. Prior to serving on the Board of Directors of the Corporation, Ms. Hanley served as a director of Connecticut Water Service, Inc. ("CTWS") since 1999. From January 1995 to February 1998, she was Legal Counsel to the Governor's Office, State of Connecticut and then Director of the State's Office for Workforce Competitiveness from 1999 to 2010. Ms. Hanley received a Bachelor of Arts from UCONN and a Master's in Public Policy from Trinity College and UCONN School of Law.


Age: 64		Committees
Director Since: 2019		l Audit Committee
		l Nominating & Governance Committee


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Ms. Hanley brings to the Board of Directors contribute to the Board's oversight of the Corporation's governmental relations in New England, legal and risk management, corporate governance, 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:
l	Over 10 years serving in State government both as a consultant and key government official in the offices of two Connecticut Governors
l	Over 15 years of direct interaction with the Connecticut General Assembly, executive branch agencies and the state's Congressional delegation
l	Negotiated legislative initiatives with members of the Connecticut General Assembly, business leaders and others, including the resolution of a State budget stalemate
l	Served as Secretary/Treasurer for over 10 years of CCEDA (Capitol City Economic Development Authority, now CRDA) overseeing a $1B investment in redeveloping downtown Hartford, Connecticut
l	Served as Director of the Office for Workforce Competitiveness for the Connecticut Employment and Training Commission, the statewide workforce board responsible for recommending policy and planning guidance to the Governor and the legislature on workforce related strategies, investments, and programs


Heather Hunt

Position with the Corporation: Director

		Business Experience
		Ms. Hunt currently serves as an Executive Director of the New England States Committee on Electricity since January 2009. From October 2003 through December 2008, she was an attorney and had a regulatory law practice in Connecticut. Prior to serving on the Board of Directors of the Corporation, Ms. Hunt served as a director of CTWS since 2006. From 2001 to 2003, Ms. Hunt was Director of State and Local Government Affairs at United Technologies Corporation and before that she was with the Southern Connecticut Gas Company in regulatory and public policy capacities, ultimately serving as Vice President. Ms. Hunt served as a Commissioner of the Maine Public Utilities Commission from October 1995 through May 1998 and as a Commissioner of the Connecticut Department of Public Utility Control from October 1993 to July 1995. Ms. Hunt is serving a two-year term on the Living Donor Committee of the United Network for Organ Sharing, the non-profit organization that manages the nation's organ transplant system under contract with the federal government. Ms. Hunt received a Bachelor of Arts in Politics from Fairfield University and a Juris Doctor from Western New England College School of Law.


Age: 55		Committees
Director Since: 2019		l Executive Compensation Committee
		l Nominating and Governance Committee


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Ms. Hunt brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, legal and risk management, corporate governance, 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:
l	Experience as a utility regulator in Connecticut and Maine overseeing the rates and services of water and other public utilities
l	Experience interacting with government officials at the state level
l	Served as Vice President for a Connecticut natural gas utility, representing the company's interests before public utility regulators, and managing its government relations activities
l	Served as Director of State and Local Government affairs for Connecticut's then-largest employer
l	Owned a regulatory law practice and represented private and quasi-public entities in utility-related regulatory matters
l	Currently serving as the Executive Director of New England's Regional State Committee ("NESCOE")
l	Founder and president of Live On Organ Donation, Inc., a non-profit organization


Gregory P. Landis

Position with the Corporation: Director

		Business Experience
		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 he 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.


Age: 70		Committees
Director Since: 2016		l Audit Committee
		l Executive Compensation Committee (Chair)
		l Finance Committee


Key Experience, Qualifications, Attributes and Skills
The 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:
l	Legal, corporate governance, and mergers and acquisitions experience, including nearly 20 years of experience as chief legal officer for public and private corporations and over 18 years in commercial litigation
l	Utility regulatory experience before the California Public Utilities Commission and the Federal Energy Regulatory Commission
l	Leadership of government relations functions at public and private companies
l	Experience serving on the Board of Directors, chairing the Nomination and Governance Committee and serving on special committees of another publicly traded corporation
l	Service on various non-profit boards, including as Board Chair, Finance Committee Chair, and Strategic Planning Co-Chair
l	Service on various executive committees, including Compensation and Benefits, Business Ethics, and Recruiting


Debra C. Man

Position with the Corporation: Director

		Business Experience
		Retired as the Assistant General Manager and Chief Operating Officer at the Metropolitan Water District of Southern California (“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 was responsible for managing the operational business functions of Metropolitan, including operations, engineering, water resource management, budget and regulatory compliance. Ms. Man had 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 the University of Hawaii and a Master’s Degree in Civil Engineering from Stanford University.


Age: 67		Committees
Director Since: 2016		l Audit Committee
		l Sustainability Committee


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Ms. Man brings to the Board of Directors 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:
l	Experience in managing utility operations and capital investments, including managing an annual budget of over $1.4 billion
l	Experience as an executive officer responsible for compliance with federal and state drinking water quality regulations and workforce safety laws
l	Experience in negotiating labor contracts
l	Experience in maintaining over 100,000 acres of properties for operational use by a utility


Daniel B. More

Position with the Corporation: Director

		Business Experience
		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 retired as 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. He served as a director of Saeta Yield from 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 holds a Bachelor of Arts in Economics from Colby College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania.


Age: 64		Committees
Director Since: 2015		l Audit Committee (Chair)
		l Executive Compensation Committee
		l Finance Committee (Chair)


Key Experience, Qualifications, Attributes and Skills
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:
l	Over 30 years of experience in investment banking, including capital raising, privatizations, and mergers and acquisitions with specialization in the utility sector since 1986
l	Experience and knowledge in business strategy, strategic initiatives, corporate governance, and executive recruiting
l	Experience and knowledge of utility regulation, cost of capital proceedings and the rate making process


Eric W. Thornburg

Position with the Corporation: President, Chief Executive Officer and Chairman of the Board

		Business Experience
		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 SJW Group, San Jose Water Company, SJW Land Company and SJWTX, Inc. since April 25, 2018. Since October 9, 2019, Mr. Thornburg has served as Chairman of the Board of SJWNE LLC and CTWS and all of its subsidiaries. Prior to joining the Corporation, Mr. Thornburg served as President and Chief Executive Officer of CTWS since 2006 and Chairman of the Board of CTWS since 2007. Mr. Thornburg served as President of Missouri-American Water, a subsidiary of American Water Works Corporation from 2000 to 2004. 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 Society from Cornell University and a Master’s Degree in Business Administration from Indiana Wesleyan University.


Age: 60
Director Since: 2017


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Mr. Thornburg 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. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
l	Over 30 years of leadership experience in the investor owned water utility profession across ten states and currently serving as the President, Chief Executive Officer, and Chairman of the Corporation with intimate knowledge and experience with our day-to-day operations
l	Served as President and Chief Executive Officer of another publicly traded water utility for over eleven years, including ten years as Board Chairman
l	Served as President of the National Association of Water Companies ("NAWC") in 2011 and as a Director for over a decade
l	Currently serving as a Trustee of the Water Research Foundation


Carol P. Wallace

Position with the Corporation: Director

		Business Experience
		Ms. Wallace currently serves as a director of Sandstone Group, LLC since 2012. Prior to serving on the Board of Directors of the Corporation, Ms. Wallace served as a director of CTWS since 2003 and as Lead Independent Director of CTWS from 2012 until 2017. She has 24 years of experience from 1994 until 2018 as the Chief Executive Officer of Cooper-Atkins Corporation and as an employee from 1991, a manufacturer of temperature acquisition instruments prior to its new ownership. She served as a Board member of Middlesex Hospital, Middletown, Connecticut from 2013 until February 2018. Ms. Wallace served as a director of Zygo Corporation from 2005 until June 2014. Ms. Wallace received a Bachelor of Arts in Biology from Middlebury College.


Age: 66		Committees
Director Since: 2019		l Finance Committee
		l Sustainability Committee


Key Experience, Qualifications, Attributes and Skills
The principal experience, qualifications and skills that Ms. Wallace brings to the Board of Directors contribute to the Board's oversight of the Corporation's executive leadership development, strategic planning, and customer and employee relations. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
l	Served as CEO of Cooper-Atkins Corporation, a technology company that had $50 million in annual sales, and had overall responsibility for all financial activity, audit, executive compensation, real estate, governance, management risk assessment, IT and strategic initiatives
l	Experience with executing acquisitions
l	Familiarity with and knowledge of regulatory activity related to the water industry
l	Past Chair of the Connecticut Business & Industry Association
l	Experience interacting with government officials at the state level

Director Independence

The Board of Directors has affirmatively determined that each of its directors who served during the 2020 fiscal year, current directors and nominees, other than Eric W. Thornburg, the Corporation's President, Chief Executive Officer and Chairman of the Board, 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, the Board of Directors considered the Corporation's relationship with Roscoe Moss Manufacturing Company ("RMMC"), a supplier of the Corporation and its subsidiaries. Mr. Van Valer is a stockholder of RMMC. He served as the President of RMMC until April 30, 2020 and then he became the Chairman of RMMC on May, 1, 2020. RMMC sold Rossum Sand Tester equipment to San Jose Water Company, the Corporation's wholly owned subsidiary, for an aggregate price of approximately $1,030 in 2019 and $512 in 2020. RMMC did not sell any such equipment to San Jose Water Company in 2018. The Board of Directors concluded that the Corporation's relationship with RMMC is not a material relationship and therefore would not impair the independence of Mr. Van Valer in light of the fact that the aggregate sales of RMMC to the Corporation and contractors for use in San Jose Water Company construction projects were less than two percent of RMMC's gross revenues in 2018, 2019, and 2020.

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 position of Chairman is currently held by Eric W. Thornburg, President and Chief Executive Officer of SJW Group. In 2020, the Board appointed Robert A. Van Valer, an independent director, to serve as the Lead Independent Director of the Board until the Annual Meeting. Mr. Van Valer was not nominated for reelection to the Board and his term will expire after the Annual Meeting. It is expected that Greg P. Landis will serve as Lead Independent Director after the Annual Meeting.

The Board of Directors believes that combining the Chair and Chief Executive Officer positions and having a Lead Independent 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 the 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. Thornburg's many years of experience in managing companies in the regulated water utility industry and his familiarity with the challenges and intricacies of the regulatory environment in the various jurisdictions in which our company operates.

Pursuant to the organizational documents of the Corporation, the Lead Independent Director assumes the following duties and responsibilities:

i.advise and consult with the Chair regarding the information provided to directors in connection with Board 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;

iii.serve as principal liaison between the independent directors and the Chair;

iv.chair the meetings of the Board when the Chair is not present; and

v.respond directly to stockholders 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 and assess from time to time whether this 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, cyber risk, 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 senior leadership and other employees to discuss identified risks and the measures taken to control, manage and mitigate those risks, which include, but are not limited to, cyber and information security risk. On the basis of these meetings and discussions regarding such risks, 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 Corporation.

The Nominating & 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, and the appropriate composition and size of our Board.

Board Committees

The Board of Directors has a standing Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Finance Committee and Sustainability Committee. 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 Exchange 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 also reviews significant accounting policies and the financial results with management and the independent accountants. Mses. Hanley and Man and Messrs. Landis and More are current Audit Committee members, and Mr. More 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. More is an "audit committee financial expert" as defined in SEC rules and all committee members are financially literate. The Audit Committee held eleven (11) meetings during fiscal year 2020. The Audit Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.

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 administers certain employee benefit plans, including the Corporation's Long-Term Incentive Plan, and other incentive plans that may be adopted by the Corporation. The Executive Compensation Committee is authorized to approve the compensation payable to the Corporation's executive officers, approve all perquisites, equity incentive awards and special cash payments made or paid to executive officers, and to approve severance packages with cash and/or equity components for the executive officers. 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 2020 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 titled "Compensation Discussion and Analysis."

Mses. Armstrong and Hunt and Messrs. Landis and More are current members of the Executive Compensation Committee, and Mr. Landis serves as the Chair of the Executive Compensation Committee. Each of these members is 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 seven (7) meetings during fiscal year 2020. The Executive Compensation Committee has a written charter which may be found at the Corporation's website at www.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. Mses. Armstrong, Hanley, and Hunt and Messrs. Bishop and Van Valer are current Nominating & Governance Committee members, and Ms. Armstrong serves as the Chair of the Nominating & Governance Committee. Mr. Van Valer was not nominated for reelection for director and his term will expire after the Annual Meeting. Accordingly, Mr. Van Valer will not serve as a member of the Nominating & Governance Committee after the Annual Meeting.

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 four (4) meetings during fiscal year 2020. The Nominating & Governance Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com. Upon recommendation of the Nominating & Governance Committee, the Board approved Corporate Governance Policies (as amended, the "Corporate Governance Policies") that set forth additional principles and procedures regarding the functions, responsibilities and other governance matters of the Board and its committees and members. Such Corporate Governance Policies may be found at the Corporation's website at www.sjwgroup.com.

Upon recommendation of the Nominating & Governance Committee, the Board of Directors 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 Corporation's annual meeting of stockholders. The Policies and Procedures also specify steps a stockholder 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 may be found at the Corporation's website at www.sjwgroup.com.

The criteria addresses 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 addresses 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 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 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, diversity characteristics, and other individual qualities and attributes that are likely to contribute to board heterogeneity. The Nominating & Governance Committee and the Board of Directors consider diversity characteristics that may include gender, geographic background, race, ethnicity, age, culture, national origin, gender identity and expression, and sexual orientation in the director nominee process. We are fully compliant with California laws that require a minimum number of female directors and a minimum number of directors from underrepresented communities on our Board.

The steps a stockholder 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 Group, 110 W. Taylor Street, San Jose, California 95110, of a completed "Stockholder Recommendation of Candidate for Director" form which can be found at the Corporation's website at www.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. A 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 stockholders. In addition to or in lieu of making a director candidate recommendation via the completed recommendation form, stockholders may nominate directly a person for election as a director at the Annual Meeting by complying with the procedures set out in the Corporation's Bylaws and other applicable federal and state laws governing the election of directors and distribution of proxy materials.

Under the Bylaws, a nominating 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 stockholder and the proposed nominee as prescribed under the Bylaws, including without limitation the name and qualification of the proposed nominee, the relationship between the nominee and the stockholders, and other information typically required in a proxy statement filed under SEC proxy rules. For more information on the procedure and advance notice requirements for nominating a director, see the Corporation's Bylaws, a copy of which was filed with the SEC.

Finance Committee

The Finance Committee is charged with assisting the Board of Directors in overseeing the Corporation’s strategy and financing. The Finance Committee reviews and makes recommendations to the Board 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 rating, its debt ratings 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. Ms. Wallace and Messrs. Bishop, Landis and More are current Finance Committee members, and Mr. More serves as the Chair of the Finance Committee. The Finance Committee held seven (7) meetings during fiscal year 2020. 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 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 of the Board named the Water Supply Committee. Mses. Man and Wallace and Messrs. Bishop and Guardino are the current Sustainability Committee members, and Mr. Bishop serves as the Chair of the Sustainability Committee. The Sustainability Committee held four (4) meetings during fiscal year 2020. 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, Nominating & Governance, and Sustainability Committees conduct a self-evaluation pursuant to our Corporate Governance Policies, applicable committee charters, or at the discretion of the committee. 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 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 stockholders 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 either online or by calling the Corporation's toll free hotline, 1-888-883-1499.

Code of Conduct

The Corporation has adopted a Code of Conduct (as amended, the "Code") that applies to the directors, officers and employees of the Corporation. A copy of the Code may be found at the Corporation's website at www.sjwgroup.com. In the event that we make any amendments to or grant any waivers of a provision of the Code 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.sjwgroup.com.

Board Meetings

During fiscal year 2020, the Board of Directors of SJW Group held four (4) regular meetings and two (2) special meetings (including a strategic planning meeting). 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 Group; and (ii) the total number of meetings held by all committees of the Board on which such director served during the 2020 fiscal year. As the Lead Independent Director, Robert A. Van Valer presided at all executive sessions of non-management directors or independent 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 stockholders. All members of the Board who were nominated for election at the 2020 annual meeting 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 Group for the 2020 fiscal year:


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)		Change in Pension Value ($)	Total ($)
Katharine Armstrong	99,500	78,372	(2)	—	177,872
Walter J. Bishop	111,500	78,372	(2)	—	189,872
Carl Guardino (3)	48,616	—		—	48,616
Mary Ann Hanley	98,000	78,372	(2)	—	176,372
Heather Hunt	92,000	78,372	(2)	—	170,372
Douglas R. King (4)	43,667	—		—	43,667
Gregory P. Landis	118,167	78,372	(2)	—	196,539
Debra C. Man	98,000	78,372	(2)	—	176,372
Daniel B. More	136,833	78,372	(2)	—	215,205
Robert A. Van Valer	91,500	78,372	(2)	—	169,872
Carol P. Wallace	92,000	78,372	(2)	—	170,372

(1)Consists of the annual retainer and meeting fees for service as a member of the Board of Directors of the Corporation for the 2020 fiscal year, 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 Meeting Fees."


Name	2020 Retainer ($)	2020 Meeting Fees ($)	Total Annual Service Fees ($)
Katharine Armstrong	74,000	25,500	99,500
Walter J. Bishop	74,000	37,500	111,500
Carl Guardino	41,116	7,500	48,616
Mary Ann Hanley	66,500	31,500	98,000
Heather Hunt	66,500	25,500	92,000
Douglas R. King	27,167	16,500	43,667
Gregory P. Landis	73,167	45,000	118,167
Debra C. Man	66,500	31,500	98,000
Daniel B. More	87,333	49,500	136,833
Robert A. Van Valer	76,500	15,000	91,500
Carol P. Wallace	66,500	25,500	92,000

(2)Represents the grant-date fair value of the restricted stock unit award for 1,281 shares made to the non-employee director on April 29, 2020. 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 Group’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, 2020, Mr. Van Valer held deferred stock awards covering 2,705 shares of SJW Group's common stock attributable to the director's prior participation in certain deferred compensation programs implemented under the Corporation's Long-Term Incentive Plan. The deferred stock awards no longer accrue dividend equivalent rights. For further information concerning those programs, see the sections below entitled "Deferral Election Program for Non-Employee Board Members" and "Deferred Restricted Stock Program."

(3)Mr. Guardino was appointed as a director of the Corporation on May 19, 2020.

(4)Mr. King's term as a director of the Corporation expired on April 29, 2020.

Director Annual Retainer and Meeting Fees

The following table sets forth the 2020 annual retainer fees for the non-employee Board members of SJW Group.


			2020 Annual Retainer ($)
SJW Group
Chair			100,000
Other Board Members			66,500
Additional Fee for Lead Independent Director			10,000
Audit Committee Chair			15,000
Executive Compensation Committee Chair			10,000
All other Committee Chairs			7,500

The following table sets forth the 2020 per meeting Board and Committee fees for the non-employee Board members of SJW Group.


			2020 Per Meeting Fee ($)
SJW Group
Chair and Other Board Members			1,500
Strategic Planning Meeting			1,500
SJW Group Committees
Chair and other members			1,500

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 Group'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 Group or its subsidiaries. During fiscal year 2020, each non-employee director was paid $1,500 for attending one strategic planning 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; 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 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 2020 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 either in a lump sum or through a series of up to 10 annual installments in accordance with the Board member's payment election.

Mr. More elected to defer all of his 2020 annual retainer fees and pre-scheduled 2020 meeting fees; Mr. King elected to defer all of his 2020 pre-scheduled meeting fees earned prior to the expiration of his term as a director of the Corporation; Ms. Man elected to defer all of her 2020 annual retainer fees; and Mr. Bishop and Mses. Hanley and Wallace elected to defer 50 percent of their 2020 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 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").

The principal features of the Deferred Restricted Stock Program may be summarized as follows: 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.

Prior to 2018, dividend equivalent rights ("DER") accrued on the outstanding deferred stock awards, but no additional DERs are accrued as of January 1, 2018. 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. The shares may be issued either in a single lump sum or in up to ten (10) annual installments, as elected by the director in accordance with the Deferred Restricted Stock Program.

Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members

The Company 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 stockholder meeting, each individual who is elected or re-elected to serve as a non-employee Board member will automatically be granted restricted stock units covering that number of shares of common stock (rounded up to the next whole share) determined by dividing the applicable annual amount by the fair market value per share on such date. The applicable annual amount was $80,000 for 2020. Each restricted unit awarded entitles the non-employee Board member to one share of common stock on the applicable vesting date of that unit. Each restricted stock unit award will vest in full upon the non-employee Board member's continuation of Board service through the day immediately preceding the date of the first annual stockholder meeting following the annual stockholder meeting at which that restricted stock unit award was made, subject to accelerated vesting 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.

Pursuant to the Formulaic Program, on April 29, 2020, each non-employee Board member elected at the 2020 annual stockholder meeting received an award of restricted stock units covering 1,281 shares of common stock.

Director Pension Plan

Until the expiration of his term on April 29, 2020, Mr. King participated in the Director Pension Plan. Under such plan, Mr. King receives a benefit equal to one half of the aggregate annual retainer for service on the Board of SJW Group, and until October 9, 2019, the aggregate annual retainer for services on the Boards of San Jose Water Company and SJW Land Company, after his cessation of service as a director. This benefit will be paid to Mr. King, his beneficiary or his estate, for four years. These payments are 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.

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 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 2020 include the expense of traveling first class for any travel within the United States.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends that stockholders vote FOR the election of the ten (10) nominees listed on pages 5-14. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR each of the ten (10) nominees.

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 31 and "Summary Compensation Table" beginning on page 48. 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

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED ACCOUNTING FIRM

General

The Audit Committee of the Corporation's Board of Directors has appointed Deloitte & Touche LLP ("Deloitte") as the Corporation's independent registered public accounting firm (the "independent accountants") for the fiscal year ending December 31, 2021. At the virtual Annual Meeting, stockholders are being asked to ratify the appointment of Deloitte as the Corporation's independent registered public accounting firm for fiscal year 2021. In the event the stockholders fail to ratify the appointment of Deloitte, the Audit Committee will reconsider its selection.

Representatives of Deloitte are expected to be present at the virtual Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

On August 11, 2020, the Audit Committee approved the engagement of Deloitte as the Corporation’s independent registered public accounting firm for the Corporation’s fiscal year ended December 31, 2020, subject to execution of an engagement letter. The Corporation and Deloitte executed an engagement letter on September 18, 2020.

The Audit Committee engaged in a competitive auditor selection process that involved several qualified independent registered public accounting firms that the Audit Committee believed would be able to serve as auditor for the Corporation, including KPMG LLP (“KPMG”), which had been engaged as the auditor of the Corporation and its predecessors since 1933.

During the Corporation’s two most recent fiscal years ended December 31, 2018 and December 31, 2019 and in the subsequent interim period through August 11, 2020, neither the Corporation nor anyone on its behalf consulted Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation’s financial statements, in connection with which either a written report or oral advice was provided to the Corporation that Deloitte concluded was an important factor considered by the Corporation in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

On August 11, 2020, the Audit Committee approved the dismissal of KPMG as the Corporation’s independent registered public accounting firm, effective immediately. The audit reports of KPMG on the Corporation’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Corporation’s two most recent fiscal years and in the subsequent interim period prior to August 11, 2020, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Corporation has previously provided KPMG with a copy of a Current Report on Form 8-K filed on August 17, 2020 that contained the above disclosure and requested that KPMG furnish the Corporation with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. A copy of KPMG’s letter, dated August 14, 2020, was attached as Exhibit 16.1 to such Form 8-K.

Principal Independent Accountants' Fees and Services

The following table sets forth the approximate aggregate fees billed to the Corporation during or for fiscal years 2020 and 2019:


	2020		2019
Audit Fees (1)	1,570,000		2,595,456
Audit-Related Fees (2)	—		—
Tax Fees (3)	72,500		—
All Other Fees (4)	200,000		25,000
Total Fees	$	1,842,500	$	2,620,456

(1)Audit Fees: This category consists of the fees billed for those fiscal years for the audit of consolidated financial statements included in the annual report on Form 10-K, review of the condensed consolidated financial statements included in the quarterly reports on Form 10-Q, and services that are normally provided by the independent registered 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.

(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." Other fees for fiscal year 2020 include fees billed for services provided by Deloitte related to tax compliance, tax advice, and tax planning prior to their engagement as the Corporation's independent registered public accounting firm in August 2020. Other fees for fiscal year 2019 include fees paid for services provided by KPMG related to the merger with Connecticut Water Service, Inc.

The Audit Committee considered and concluded that the provision of services described above is compatible with maintaining the independence of Deloitte.

The Audit Committee adopted a pre-approval policy regarding the rendering of audit, audit-related and non-audit services by Deloitte. 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 delegated authority to its Chairman to pre-approve specific services to be rendered by the independent accountants 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 Deloitte as SJW Group's independent registered public accounting firm for fiscal year 2021. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR this Proposal.

OWNERSHIP OF SECURITIES

Delinquent Section 16(a) Reports

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 the Corporation 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 2020, the Corporation believes that all Section 16(a) reporting obligations were met during 2020 except that Daniel B. More filed one late Form 4 reporting eight (8) transactions.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 5, 2021, certain information concerning beneficial ownership of shares of SJW Group common stock by each director of the Corporation, nominee for director, 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"), all directors, nominees and executive officers as a group, and any beneficial owner of five percent or more of outstanding shares of common stock of SJW 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 stockholders below is c/o SJW Group, 110 W. Taylor Street, San Jose, California 95110. The calculations in the table below are based on 28,604,248 shares of common stock issued and outstanding as of March 5, 2021. In addition, shares of common stock that may be acquired by the person shown in the table within 60 days of March 5, 2021 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.


Name	Shares Beneficially Owned	Percent of Class
Directors and Nominees for Directors:
Katharine Armstrong (1)	12,020	*
Walter J. Bishop (2)	12,946	*
Carl Guardino	—	*
Mary Ann Hanley (3)	1,626	*
Heather Hunt (4)	1,281	*
Gregory P. Landis (5)	4,793	*
Debra C. Man (6)	5,750	*
Daniel B. More (7)	7,077	*
Eric W. Thornburg, President, Chief Executive Officer and Chairman of the Board (8)	18,095	*
Robert A. Van Valer (9)	2,229,573	7.8	%
Carol P. Wallace (10)	1,281	*
Named Executive Officers not listed above:
Andrew R. Gere, President and Chief Operating Officer of SJWC (11)	19,237	*
James P. Lynch, Chief Financial Officer and Treasurer (12)	21,178	*
Suzy Papazian, Senior Vice President and General Counsel of SJW Group (13)	14,710	*
Andrew F. Walters, Chief Corporate Development Officer and Integration Executive of SJW Group (14)	9,144	*
All directors, nominees and executive officers as a group (17 individuals) (15)	2,364,158	8.3	%
Beneficial owners of five percent or more not listed above:
BlackRock, Inc. and Certain Subsidiaries (16) 55 East 52nd Street, New York, NY 10055	2,259,033	7.9	%
Nuance Investments, LLC (17) 4900 Main Street, Suite 220, Kansas City, MO 64112	2,517,895	8.8	%
The Vanguard Group (18) 100 Vanguard Blvd., Malvern, PA 19355	1,730,056	6.0	%
T. Rowe Price Associates, Inc. (19) 100 E. Pratt Street, Baltimore MD 21202	1,811,159	6.3	%

* Represents less than one percent of the outstanding shares of SJW Group's common stock.

(1)Includes (i) 2,736 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, (iii) 7,003 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, and (iv) 1,281 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 28, 2021.

(2)Includes (i) 10,363 shares of common stock held by the Bishop Family Trust, for which Walter J. Bishop and his spouse are co-trustees and share voting and investment powers with respect to such shares, and (ii) 1,281 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 28, 2021.

(3)Includes (i) 345 shares of common stock held under an IRA account and (ii) 1,281 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 28, 2021.

(4)Includes 1,281 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 28, 2021.

(5)Includes 1,281 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 28, 2021.

(6)Includes 1,281 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 28, 2021.

(7)Includes (i) 4,494 shares of common stock held by the Daniel B. More Revocable Trust, of which Mr. More is the sole trustee, and (ii) 1,281 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 28, 2021.

(8)Excludes 44,344 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.

(9)Includes (i) 90,424 shares of common stock, (ii) 1,281 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 28, 2021, (iii) 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 (iv) 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. 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.

(10)Includes 1,281 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 28, 2021.

(11)Includes (i)18,737 shares of common stock, (ii) 400 shares of common stock held in a Uniform Transfer to Minors Act (UTMA) account for the benefit of Jillian Gere, and (iii) 100 shares of common stock held in a UTMA for the benefit of Robert Gere. The shares held in both UTMA accounts have shared voting and dispositive power. Excludes 9,094 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 (i) 6,610 shares of common stock, (ii) 2,500 shares of common stock held under a Roth IRA, and (iii) 12,068 shares of common stock held by Mr. Lynch and his spouse in joint tenancy. Mr. Lynch has shared voting and investment powers with respect to 12,068 shares. Excludes 11,855 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.

(13)Includes (i) 7,447 shares of common stock, (ii) 7,263 shares of common stock held by the John Affaki and Suzy Papazian Living Trust dated December 10, 2008. Ms. Papazian has shared voting and investment powers with respect to 7,263 shares. Excludes 8,902 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.

(14)Includes (i) 9,044 shares of common stock and (ii) 100 shares of common stock held by Mr. Walters' spouse. Excludes 8,902 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.

(15)Includes an aggregate of 11,529 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 28, 2021. Includes all individuals that are "executive officers" of the Corporation as that term is defined in Rule 3b-7 of the Securities Exchange Act of 1934.

(16)Pursuant to Schedule 13G/A filed with the SEC on February 1, 2021, BlackRock, Inc. has sole power to vote or to direct the vote of 2,207,524 shares of common stock and sole power to dispose or to direct the disposition of 2,259,033 shares of common stock.

(17)Pursuant to Schedule 13G filed with the SEC on February 12, 2021, Nuance Investments, LLC has sole power to vote or to direct the vote of 2,517,895 shares of common stock and sole power to dispose or to direct the disposition of 2,517,895 shares of common stock.

(18)Pursuant to Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group has sole power to vote or to direct the vote of zero shares of common stock, sole power to dispose or to direct the disposition of 1,649,049 shares of common stock, has shared power to vote or to direct the vote of 60,616 shares of common stock, and shared power to dispose or to direct the disposition of 81,007 shares of common stock.

(19)Pursuant to Schedule 13G/A filed with the SEC on February 16, 2021, T. Rowe Price Associates, Inc. has sole power to vote or to direct the vote of 437,230 shares of common stock and sole power to dispose or to direct the disposition of 1,811,159 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," "Summary Compensation Table" and "Grants of Plan-Based Awards."

Policy Governing Hedging and Pledging of Common Stock

The Corporation has adopted policies that preclude Board members, executive officers and certain employees, and other individuals, including family members residing in the same household, and entities owned and controlled by the above persons, 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, such individuals bear the full risk of economic loss, like any other 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 and payment requirements.

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 2020 fiscal year. The Executive Compensation Committee (the "Committee") of the Board of Directors is responsible for reviewing and approving the compensation payable to our executive officers.

Named Executive Officers

Our named executive officers for 2020 are listed below:


Name			Title
Eric W. Thornburg			President, Chief Executive Officer and Chairman of the Board of SJW Group
Andrew R. Gere			President and Chief Operating Officer of San Jose Water Company ("SJWC")
James P. Lynch			Chief Financial Officer and Treasurer of SJW Group
Suzy Papazian			Senior Vice President and General Counsel of SJW Group
Andrew F. Walters			Chief Corporate Development Officer and Integration Executive of SJW Group


This Compensation Discussion and Analysis is organized into four key sections:
Page
EXECUTIVE SUMMARY			32
Executive Compensation Highlights			32
Executive Compensation Practices and Governance Highlights			34
COMPENSATION OBJECTIVES AND PHILOSOPHY			34

DISCUSSION AND ANALYSIS			35
Components of Compensation			35
Setting Executive Compensation for 2020			42
OTHER COMPENSATION MATTERS			45
Impact of 2020 "Say-on-Pay" Vote			45
Risk Assessment			45
Other Key Executive Arrangements			45
Executive Officer Stock Ownership Guidelines			46
IRC Section 162(m) Compliance			47

EXECUTIVE SUMMARY

Executive Compensation Highlights

In fiscal year 2020, we made a number of changes to the compensation of our named executive officers that reflect our strong commitment to pay for performance and to provide market competitive and internally fair compensation in line with our compensation philosophy. In particular, we aligned target compensation closer to our intended pay positioning relative to our peer group, increased target short-term cash incentive compensation to reflect a pay mix more in alignment with the market and to address internal equity, increased target long-term incentive relative to cash compensation and continued the shift towards more performance-based compensation to align with the market. We also revised the peer group of companies used in establishing executive officer compensation to reflect the Corporation’s larger size after the completion of the merger with Connecticut Water Service, Inc. (“CTWS”) in October 2019.

Chief Executive Officer: The 2019 target compensation of Mr. Thornburg, President and Chief Executive Officer (“CEO”), was significantly below the peer group median primarily as a result of his base salary not having been adjusted since 2017, his target compensation not having been adjusted for 2019, and a significant increase in the peer group median total direct compensation. For fiscal year 2020, in an effort to reduce the significant gap between his total direct compensation and the median peer group and to bring his compensation in alignment with the Corporation's pay positioning, we increased his base salary by 11 percent compared to his 2017 base salary, adjusted the pay mix to increase Mr. Thornburg’s short-term incentive target compensation from at least 50 percent to 75 percent of base salary, and increased his target long-term equity grant as compared to 2019.

Other Named Executive Officers: The short-term incentive target compensation for Mr. Lynch, Chief Financial Officer ("CFO") and Treasurer, and for other named executive officers, was changed from 28 percent to 45 percent of base salary, and 28 percent to 35 percent of base salary, respectively, and we also increased the long-term equity incentive target compensation to ensure appropriate pay mix and improve overall total compensation market positioning. With respect to the performance-based awards under the long-term equity incentive program, we retained return on equity goals to maintain focus on absolute levels of long-term financial returns in combination with relative total shareholder return performance goals.

As indicated in the charts below, the 2020 performance-based and long-term incentive compensation for Mr. Thornburg constituted 69 percent of his annual total target direct compensation, and the 2020 performance-based and long-term incentive compensation for our other named executive officers as a group, constituted 50 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 short-term cash incentive program and a long-term equity incentive program in the form of performance-based and service-based restricted stock units ("RSU"). The cash and equity 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 2020 fiscal year, 70 percent of the target performance-based cash incentive award for all the executive officers was based on performance goals tied to diluted earnings per share, capital additions, and several key operational goals measuring the successful operation of the business, and 30 percent of the target performance-based cash incentive award was based on strategic goals. For the performance-based restricted stock unit awards, which are aligned with the long-term interests of our stockholders, the goals included total shareholder return and return on equity.


TARGET PAY MIX

Executive Compensation Practices and Governance Highlights


WHAT WE DO
a	Align our executive pay with performance	a	Include a "clawback" provision in our performance stock awards
a	Provide 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 performance	a	Prohibit hedging and pledging of the Corporation's common stock
a	Provide change in control payments under the Executive Severance Plan only on a double trigger	a	Maintain a meaningful equity ownership policy for the executive officers
a	Include caps on individual payouts in short-term and long-term incentive plans	a	The Executive Compensation Committee has retained independent compensation consultants
a	Hold an annual "say-on-pay" advisory vote	a	Regularly evaluate our peer group and pay positioning
a	Annually assess risks in our compensation programs


WHAT WE DON'T DO
r	Pay dividends on unvested equity awards	r	Provide excessive perquisites
r	Provide excise tax gross-up to the CEO or tax gross-up to any NEOs on perquisites	r	Allow short sales or purchases of equity derivatives of our common stock by officers or directors

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 operational and financial results for the Corporation; and

•Align the interests of executives with the long-term interests of 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 requiring direct stock 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.

DISCUSSION AND ANALYSIS

This section provides detailed information about our named executive officers' 2020 compensation and the Committee's decision making process.

Components of Compensation

The following sections relate to the compensation of our named executive officers. For the 2020 fiscal year, the principal components of the Corporation's executive compensation program were as follows:

•Base salary;

•Annual short-term cash incentives;

•Long-term equity incentive awards; and

•Retirement benefit accruals.

There is no 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. 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.

2020 Base Salary for the CEO: Mr. Thornburg's base salary for 2020 was set at $780,000 by the Committee. Pursuant to Mr. Thornburg's employment agreement, his base salary for calendar year 2017 was set at $700,000. No adjustment was made to his salary in 2018 and 2019. See section titled “Target Pay Positioning” below for a discussion of the Committee’s decision regarding the CEO’s pay.

2020 Base Salary of the Other Named Executive Officers: In setting the 2020 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 the officer's position, the cost of living, internal pay equity considerations, and the other components of the officer's total direct compensation for the year. The Committee approved salary increases that averaged 2.6 percent for such named executive officers.

Accordingly, the base salary levels in effect for the 2019 and 2020 fiscal years for all of the named executive officers are as follows:


Name	2019 Salary ($)	2020 Salary ($)
Eric W. Thornburg	700,000	780,000
Andrew R. Gere	475,000	475,000
James P. Lynch	467,000	480,000
Suzy Papazian	399,000	415,000	(1)
Andrew F. Walters	401,000	415,000	(1)

(1)Ms. Papazian and Mr. Walters were not named executive officers of the Corporation for the 2019 fiscal year.

Annual Cash Incentive Compensation

The annual cash incentive awards are designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic operating goals.

Target Incentive Amounts

Each year, the Committee establishes target annual incentive cash compensation for each named executive officer tied to either a percentage of base salary or a specific dollar amount. Pursuant to Mr. Thornburg's employment agreement, his target annual cash incentive was set at no less than 50 percent of base salary which remained in effect through 2019. On December 31, 2019, the Committee amended Mr. Thornburg's employment agreement based on the advice of Mercer (US), Inc., a global human resource consulting firm with extensive expertise and experience providing executive compensation consulting services (“Mercer”). Such amendment established Mr. Thornburg's target annual cash incentive to be no less than 75 percent of his base salary beginning with the 2020 calendar year. See section titled “Target Pay Positioning” below for a discussion of the Committee’s decision regarding the CEO’s pay and pay positioning.

With respect to the other named executive officers, the Committee increased the target annual incentive cash compensation from 28 percent to 45 percent of base salary for Mr. Lynch and from 28 percent to 35 percent of base salary for Mr. Gere, Mr. Walters, and Ms. Papazian in order to move their pay mix to be more in alignment with peer practices and improve overall pay competitiveness. See section titled “Target Pay Positioning” below for a discussion of the Committee’s decision regarding the other named executive officers’ pay and pay positioning.

The target annual cash incentive compensation levels in effect for the 2019 and 2020 fiscal years for all of the named executive officers, based on their base salaries for the respective year and the applicable percentage increases for the 2020 fiscal year, are shown in the table below.


	Annual Incentive Cash Compensation
Name	2019 Target ($)	2020 Target ($)	Increase (%)
Eric W. Thornburg	350,000	585,000	67.1
Andrew R. Gere	133,000	166,250	25.0
James P. Lynch	131,000	216,000	64.9
Suzy Papazian	112,000	145,250	29.7	(1)
Andrew F. Walters	112,000	145,250	29.7	(1)

(1)Ms. Papazian and Mr. Walters were not named executive officers of the Corporation for the 2019 fiscal year.

Performance Goals

The performance goals set by the Committee for the 2020 fiscal year were comprised of financial, operational, and strategic goals, with the portion of target annual cash incentive compensation allocated to each goal as set forth in the table below. The actual annual cash incentive compensation attributable to each performance goal could have ranged from 0 percent to 150 percent of the portion of the target annual cash incentive compensation amount allocated to that goal with up to an additional 50 percent of target annual cash compensation for the named executive officers other than the CEO based on exceptional individual performance. If the actual level of attainment of any such performance goal was between two of the designated levels, then the annual cash incentive compensation potential with respect to that goal would be interpolated on a straight-line basis.


Performance Criteria			Allocation (%)
SJW Group Diluted EPS (1)			25
SJW Group 2020 Capital Additions (2)			20
SJW Group Key Operational Goals (3)			25
Strategic Goals (4)			30

(1)Diluted EPS as reported in the 2020 Annual Report adjusted for certain compensation-related, non-recurring items and merger-related costs. The target, threshold, and maximum goals, respectively, are $2.30, $2.20, and $2.40 or more, per diluted share.

(2)2020 Capital Additions represents capital expenditures made in 2020 by SJW Group's water utility subsidiaries including the cost to retire facilities. The target, threshold, and maximum goals, respectively, are $210,000,000, $200,000,000, and $220,000,000 or more.

(3)2020 operational goals for each of the Corporation’s water utility subsidiaries represent a mix of quantitative goals covering key business objectives used to manage the business that are critical to achieving and maintaining superior performance in the public utilities industry and are comprised of four (4) key performance indicators related to: (a) customer satisfaction measured based on the overall customer satisfaction score on a percentage basis as reported in the annual customer satisfaction survey. Goals ranged between 80% customer satisfaction score at threshold, 84% at target, and 88% or more at maximum; (b) employee engagement measured based on the overall employee engagement and satisfaction score, on a percentage basis, as reported in the annual employee engagement survey. Goals ranged between 78% employee engagement and satisfaction score at threshold, 82% at target, and 86% or more at maximum; (c) environmental quality and sustainability objectives which include (i) issuing respective utility subsidiary sustainability reports or a combined Corporation sustainability report and (ii) improving the Corporation’s ISS Environmental Quality Score to six (6) or above; and (d) local utility operating metrics which include achieving supplier diversity targets and limiting distribution system water loss, and employee safety incident rate goals for each of SJWC, SJWTX, Inc., The Connecticut Water Company and The Maine Water Company.

(4)The Strategic Goals related to the integration of CTWS and its subsidiaries and the achievement of pre-tax synergies. The target, threshold, and maximum pre-tax synergy goals, respectively, are $3,800,000, $3,300,000, and $4,300,000 or more.

For fiscal year 2020, the Committee kept earnings per share as a short-term incentive performance metric to ensure an appropriate focus on cost management and corporate earnings within the context of a balance of financial, operational and strategic goals and to align management and stockholder interests. Capital additions continued to be included as a short-term incentive performance metric to ensure long-term stewardship of our water distribution systems and the efficient and effective deployment of capital expenditures for the health and vitality of these systems, to realize the return on investment of such expenditures, and to promote our earnings growth strategy.

The Committee established operational short-term incentive performance metrics for fiscal year 2020 in the following categories for the reasons discussed below:

•Customer Satisfaction: High-quality water service as measured by customer satisfaction is a focus of state utility commissions. Measuring the satisfaction of our customers aids us in meeting our mission to deliver high-quality water service.

•Employee Engagement and Satisfaction: It is our view that engaged and satisfied employees deliver high quality service to our customers, serve as ambassadors for our companies, and reflect management effectiveness.

•ISS Environmental Quality Score and Company Sustainability Report: As environmental, social, and governance investing increases, our stockholders benefit from effective disclosure and communication. Our company sustainability report describes our environmental stewardship which is valued by our customers, communities, employees, and stockholders.

•Local Supplier Diversity: We believe that supplier diversity promotes strong communities, aligns with our values, enhances competition and creates partnerships with quality suppliers which enhances competitive procurement processes.

•Local Distribution System Water Loss: Reducing system losses reduces operating expenses, and conserves natural resources. Given that water is a limited resource, this metric is also related to our environmental stewardship.

•Employee Safety Reportable Incidence Rates: We are strongly committed to the safety and well-being of our workforce which we believe is consistent with our company’s values and is the right thing to do.

•Integration with CTWS and Pre-Tax Synergies: This metric is intended to positively affect our cost structure and improve our return on equity.

2020 Fiscal Year Payout

In February 2021, the Committee determined, on the basis of the Corporation's performance in relation to the performance criteria listed above and the executive officer's individual performance, that the cash incentive compensation for the 2020 fiscal year should be paid to the named executive officers in the amount of 81 percent of target based on reaching 5 percent to 24 percent of the target allocated to the performance goals described above. As part of this determination, the Committee considered the impact of the COVID-19 pandemic on capital additions which were reduced by temporary construction suspensions and delays caused by permitting agencies impacted by pandemic restrictions. The Committee took into account that such suspensions and delays were outside of the control of management and management’s actions to mitigate pandemic impacts on the company’s ability to meet its 2020 capital additions goal. Thus, the Committee adjusted upward, by $700,000, the amount of the capital additions achieved in 2020, which meant the threshold goal of $200,000,000 was met. The Company believes the reduced capital expenditures in 2020 resulting from construction suspensions and delays exceeded the amount of the adjustment.

The table below sets forth the fiscal year 2020 cash incentive target compensation and actual cash incentive compensation payout amounts for each of the named executive officers on the basis of the performance criteria listed above.


	2020 Incentive Cash Compensation
Name	Target ($)	Actual ($)	Actual (% Target)
Eric W. Thornburg	585,000	472,717	81
Andrew R. Gere	166,250	134,341	81
James P. Lynch	216,000	174,542	81
Suzy Papazian	145,250	117,371	81
Andrew F. Walters	145,250	117,371	81

Equity Compensation

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. Long-term incentive awards are typically made to executive officers in the form of service-based RSUs and leveraged performance-based RSUs covering shares of the Corporation's common stock.

The service-based RSUs granted to date have vesting schedules that provide a meaningful incentive for the executive officer to remain in the Corporation's service. Leveraged performance-based RSUs are also used to pay out at increasing rates based on the level of attainment of the specified performance goals. None of the RSU awards granted in 2020 to the named executive officers include dividend equivalent rights.

2020 Fiscal Year Grants: For fiscal year 2020, the target long-term incentive amount for the named executive officers was increased over the target 2019 long-term incentive amount in order to improve overall pay competitiveness. See section titled “Target Pay Positioning” below for a discussion of the Committee’s decision regarding the CEO’s and other named executive officers' pay and pay positioning. The Committee also determined that the target allocation of the award at 30 percent for service-based RSUs, 70 percent for performance-based awards for the CEO, 40 percent for service-based RSUs and 60 percent for performance-based awards for the other named executive officers was appropriate. The performance metrics for the performance-based RSUs were total shareholder return (“TSR”), weighted 57

percent for the CEO and 50 percent for the other named executive officers, and long-term return on equity (“ROE”), weighted 43 percent for the CEO and 50 percent for the other named executive officers. The increase in long-term incentive target grant values, high allocation to performance-based RSUs, and the weighting between performance-based awards ensure appropriate stockholder alignment and focus on stockholder value creation, as deemed appropriate by the Committee for the CEO and the other named executive officers.

On January 2, 2020, each named executive officer was granted a service-based RSU award, covering the number of shares of the Corporation's common stock shown in the table below, that vests in three equal installments upon completion of each year of service over the 3-year period measured from the grant date.

In addition, on January 28, 2020, each named executive officer was granted the following performance-based RSU awards covering the target number of shares specified in the table below:

•TSR Award: The TSR award vests based on relative TSR over the performance period measured from January 1, 2020 to December 31, 2022 and the officer's continued service through December 31, 2022. The number of shares issuable under such TSR award will range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goals.

•ROE Award: The ROE award vests based on the level of attainment of the Corporation’s average ROE over the performance period measured from January 1, 2020 through December 31, 2022 and the officer’s continued service through December 31, 2022. The attainment of the ROE goal for any fiscal year in the performance period is based on adjusted net income, as measured in accordance with U.S. generally accepted accounting principles, adjusted to exclude certain compensation-related, non-recurring items and merger related costs. The corresponding number of shares issuable to an individual under each such ROE performance-based award is 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 would be issuable if the threshold level of performance is not attained.

The TSR and ROE awards each provide that in the event of certain involuntary terminations or retirement during the performance period, the officer will vest in the award, earned based on performance, on a pro-rata basis for the period of service completed during the performance period.

The table below indicates the number of shares of the Corporation's common stock underlying the RSU awards granted to each named executive officer in January 2020.


Name	Number of Shares subject to Service RSU Award (1)	Target Number of Shares for TSR RSU Award (2)	Target Number of Shares for ROE RSU Award (3)
Eric W. Thornburg	5,357	5,758	5,030
Andrew R. Gere	1,508	917	1,066
James P. Lynch	2,112	1,282	1,484
Suzy Papazian	1,508	917	1,066
Andrew F. Walters	1,508	917	1,066

(1)The aggregate number of shares was determined by dividing a designated dollar amount by $69.63, the closing selling price of the Corporation's common stock on the January 2, 2020 grant date. The designated dollar amount was $373,000 for Mr. Thornburg, $105,000 for Mr. Gere, $147,000 for Mr. Lynch, $105,000 for Ms. Papazian, and $105,000 for Mr. Walters.

(2)The target number of shares was determined by dividing a designated dollar amount by $74.16, the closing selling price of the Corporation's common stock on the January 28, 2020 grant date. The designated dollar amount was $428,000 for Mr. Thornburg, $68,000 for Mr. Gere, $95,000 for Mr. Lynch, $68,000 for Ms. Papazian, and $68,000 for Mr. Walters.

(3)The target number of shares was determined by dividing a designated dollar amount by $74.16, the closing selling price of the Corporation's common stock on the January 28, 2020 grant date. The designated dollar amount was $373,000 for Mr. Thornburg, $79,000 for Mr. Gere, $110,000 for Mr. Lynch, $79,000 for Ms. Papazian, and $79,000 for Mr. Walters.

The Committee believes the TSR and ROE 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.

2019 ROE Awards Earned: In January 2019, the Committee granted each of Messrs. Gere, Lynch and Walters, and Ms. Papazian, performance-based RSU awards covering 1,030, 1,081, 944, and 944 target shares, respectively, under the second tranche of the ROE awards granted in 2019. Such awards vest based on adjusted ROE for the two-period measured from January 1, 2019 through December 31, 2020. In February 2021, the Committee determined, on the basis of an adjusted ROE of 9.63 percent for the two-year period measured from January 1, 2019 through December 31, 2020 that Messrs. Gere, Lynch and Walters, and Ms. Papazian vested in 1,030, 1,081, 944, and 944 shares of common stock, respectively. In accordance with the terms of the awards, in February 2021 the Committee adjusted the ROE performance to partially mitigate the impact of a regulatory decision related to San Jose Water Company’s 2018 water conservation memorandum account that was not anticipated at the time that the ROE target was established.

2018 TSR Award Earned: In January 2018, the Committee granted Mr. Thornburg a performance-based RSU award covering a target number of 6,342 shares which vest based on the Corporation's TSR performance relative to a list of water company peer companies over a period from January 1, 2018 to December 31, 2020 and continued service through December 31, 2020 (the "2018 TSR Award"). The number of shares issuable under such awards were to range between 0 percent to 200 percent of the target number of shares based on the level of actual attainment of the specified performance goal.

In February 2021, the Committee determined that on the basis of a TSR of 12.46 percent for the period of 2018-2020, Mr. Thornburg would not vest in any shares of common stock under the 2018 TSR Award. However, the Committee’s assessment of the performance and contributions of Mr. Thornburg during the period 2018-2020, leading the growth and development of the organization into a larger and more complex multi-market regulated utility, while ensuring the organization continued to deliver the highest level of service to customers, communities and employees, was not aligned with outcomes under the 2018-2020 performance based equity awards. Accordingly, in recognition of Mr. Thornburg’s performance and achievements during this period, the Committee determined, under the rules of the Corporation's Long Term Incentive Plan, to waive the original performance objectives for one half of the target number of shares of 2018 TSR Award, equivalent to a payout at the threshold performance level.

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 employed by San Jose Water Company 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 company's employees. Executive officers hired by San Jose Water Company before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan ("SERP"), and executive officers hired by San Jose Water Company 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 the 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 the 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.

The pension benefits payable to Mr. Gere and Ms. Papazian under the SERP 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. Thornburg, Lynch and Walters 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 was 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, 2020 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. Messrs. Lynch and Walters vested in their accrued benefit under the Cash Balance SERP after three (3) years of service.

Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg is eligible to receive additional supplemental retirement benefits under the terms of a Supplemental Executive Retirement Agreement with The Connecticut Water Company (the “CWC SERP”) for benefits accrued during his prior service with CTWS from March 1, 2006 through October 15, 2017, and under a CWC deferred compensation agreement providing supplemental retirement benefits (the “CWC Deferred Compensation Agreement”) accrued during his service with CTWS from January 1, 2012 through October 15, 2017.

Mr. Walters was an employee of San Jose Water Company until January 6, 2020. Effective January 7, 2020 Mr. Walters became an employee of CWC, now a wholly-owned subsidiary of the Corporation. As a result of such transition, Mr. Walters no longer accrued benefits under the Cash Balance SERP, although he remained an executive officer of the Corporation. To ensure Mr. Walters would be eligible for retirement benefits comparable to those under the Cash Balance SERP, on the recommendation of Mercer, the Committee approved and recommended that the board of directors of CTWS approve the participation of Mr. Walters as participant in the 2017 Connecticut Water Company Deferred Compensation Plan ("CWC Deferred Compensation Plan"). Upon such approval, Mr. Walters was made eligible for discretionary non-elective benefits under the CWC Deferred Compensation Plan, a non-qualified plan.

Mr. Walters' CWC Deferred Compensation Plan account will be credited semi-annually with an amount equal to a percentage of his salary and any bonus paid in the period prior to the semi-annual crediting date, contingent on Mr. Walters' continued employment with CWC through the semi-annual crediting date. Mr. Walters is fully vested in his CWC Deferred Compensation Plan account. A description of plan and the benefits payable to Mr. Walters upon retirement is set forth in the Pension Benefits table and the accompanying narrative that appears later in this Proxy Statement.

For further information concerning the SERP, the Cash Balance SERP, the CWC SERP, and the CWC Deferred Compensation Agreement, please see the section entitled "Pension Benefits" that appears later in this Proxy Statement. For further information concerning the CWC Deferred Compensation Plan, please see the section entitled "Non-Qualified Deferred Compensation" that appears later in this Proxy Statement.

Broad-Based Employee Benefit Plans: Executive officers employed by San Jose Water Company 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. Mr. Walters, as an employee of CWC, is eligible to participate in the Savings Plan of The Connecticut Water Company, a tax-qualified 401(k) defined contribution plan. CWC makes a

non-elective contribution equal to three percent of eligible compensation for each year, subject to certain statutory limits. The plan is open to all CWC employees and officers under the same terms and conditions. In connection with his prior service at CWC, Mr. Thornburg had an account balance in the Savings Plan of The Connecticut Water Company. He took a full distribution of this account in January, 2020.

Elective Deferral: The named executive officers employed by San Jose Water Company and certain other highly compensated San Jose Water Company 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 cash incentive compensation. The deferred amounts are credited with a fixed rate of interest, compounded 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 determined as of the start of such calendar year and based on semi-annual compounding.

The CWC Deferred Compensation Plan is a non-qualified plan in which the named executive officers employed by CWC and certain other designated senior officers and members of management may participate, and such individuals remain general creditors of CWC with respect to their accrued benefits under the plan until the benefits are paid. Eligible employees may elect to defer up to 50 percent of base salary and 100 percent of cash incentive compensation under such plan. The deferred amounts are credited with earnings based on the participant’s notional investments among six index funds and a fixed rate alternative currently crediting 2.75 percent.

Other Benefits and Perquisites: All administrative employees, including executive officers, are eligible to receive standard health care, dental care, disability, life and travel insurance, professional development benefits, and time off with pay for vacation and sick leave. In addition, the Corporation provides certain executives from time to time with (i) vehicles for business use and personal commutes, and (ii) club memberships. The Corporation also purchases season tickets to sporting and cultural events which the executive officers and personnel of the Corporation may use for non-business purposes on occasions. Mr. Thornburg 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.

Mr. Walters' Relocation Benefits: In connection with Mr. Walters commencing employment with CWC on January 7, 2020 and his relocation from California to Connecticut, upon the recommendation of Mercer, the Committee approved a lump-sum of $35,000 payable to Mr. Walters reduced by applicable employment tax withholding for expenses related to such relocation.

Setting Executive Compensation for 2020

This section relates generally to the setting of the 2020 compensation of the named executive officers. The principal factors that the Committee considered when setting the 2020 fiscal year compensation levels for the named executive officers were as follows:

•Competitive benchmarking;

•Long-term retention;

•CEO'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; 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 2020 fiscal year compensation for the named executive officers on the basis of the executive compensation benchmarking reports prepared by Mercer in October and December 2019, with respect to the named executive officers. The reports benchmarked the compensation paid by the peer group, as described below, to their executive officers.

Target Pay Positioning: For the 2020 fiscal year, the Committee continued to target total annual direct compensation between the median and the 75th percentile of the peer group in light of the highly competitive talent market and the relative cost of living and cost of labor in the markets in which the Corporation's executives are located 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 locations, 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 the additional considerations of tenure, potential and internal equity.

Mr. Thornburg’s 2018 compensation was negotiated under his employment agreement which provided for a base salary of $700,000 and target incentive bonus of at least 50 percent of base salary. Mr. Thornburg’s 2019 target compensation remained unchanged from 2018 resulting in his 2019 target total direct compensation being approximately 22 percent below peer group median. It is the Committee’s intent to better align Mr. Thornburg’s compensation with its compensation philosophy and make his compensation more competitive. Based on Mercer’s review of competitive data, Mr. Thornburg’s short-term and long-term incentive compensation were below the peer group median in part due to changes in market data that incorporates a peer group resulting from the closing of the merger with CTWS occurring in October 2019 and the fact that Mr. Thornburg's 2019 compensation remained unchanged from his 2018 compensation.

For 2020, the Committee determined to adjust Mr. Thornburg's compensation to reduce the significant gap between his total direct compensation and the median peer group data, as part of a strategy to bring his compensation into alignment with the stated target pay positioning range over time, as discussed above. Accordingly, the Committee set Mr. Thornburg's 2020 base salary at $780,000 and amended Mr. Thornburg's employment agreement on December 31, 2019 pursuant to which his 2020 target annual cash incentive must be no less than 75 percent of his base salary beginning with the 2020 calendar year. The Committee increased Mr. Thornburg's target 2020 long-term incentive amount over his target 2019 long-term incentive amount. These increases were intended to position Mr. Thornburg's 2020 target total direct compensation at approximately 7 percent below the peer group median.

The Committee determined to adjust compensation for the other named executive officers for 2020 to better align target total direct compensation with the intended pay positioning relative to the Corporation’s peer group, taking into account changes in the market data resulting from revisions made to the peer group to reflect the Corporation’s larger size after the completion of the merger with CTWS in October 2019. In particular, we increased both target short-term incentive compensation and long-term incentive awards to reflect a total pay opportunity and pay mix more in alignment with the market, continuing the shift towards more performance-based compensation. The resulting increases in target

total compensation were intended to align each of the other named executive officers between median and 75th percentile of the peer group.

The table below shows the projected market positioning of the target 2020 total direct compensation for our named executive officers relative to the peer group based on data provided by Mercer to the Committee in October and December 2019.


Name	Title	Percentile Level of Total Target Direct Compensation for 2020 Fiscal Year
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	44th
Andrew R. Gere	President and Chief Operating Officer of SJWC	67th
James P. Lynch	Chief Financial Officer and Treasurer	58th
Suzy Papazian	Senior Vice President and General Counsel	58th
Andrew F. Walters	Chief Corporate Development Officer and Integration Executive	58th

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. Mercer recommended certain changes to the 2019 peer group to reflect the size of the Corporation following the merger with CTWS. Based on such recommended changes, the Committee approved the peer group set forth below which excluded CTWS due to the merger, York Water, and Artesian Resources due to the Corporation's higher capitalization and assets following the merger. The peer group below was used in establishing the executive officers' 2020 compensation, and the Committee believed that all of the peer companies represent primary competitors for executive talent and investment capital.


Peer Group
American States Water	Avista Corp.	Black Hills Corporation	California Water Service Group
Chesapeake Utilities	El Paso Electric	Essential Utilities (1)	MGE Energy
Middlesex Water	NorthWestern Corporation	Northwest Natural Gas	PNM Resources Inc.
	South Jersey Industries	Unitil

(1) Formerly Aqua America Inc.

Role of External Advisors: The Committee engaged Mercer 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, including consideration of impact of location on cost of living and cost of labor;

•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 executive officers;

•Advised the Committee regarding short and long-term incentive compensation design changes; and

•Advised the Committee regarding regulatory developments, governance updates, and market trends, including the impact of the COVID-19 pandemic on executive, employee and Board compensation.

Representatives of Mercer attended certain Committee meetings and provided guidance and expertise on competitive pay practices and plan designs consistent with the Corporation's 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 person from whom the Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.

Role of Management: Mr. Thornburg provided the Committee with recommendations regarding 2020 fiscal year compensation levels for each of the named executive officers other than himself. 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.

OTHER COMPENSATION MATTERS

Impact of 2020 "Say-on-Pay" Vote

We held our last "say-on-pay" vote in 2020 and over 96 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 amendment to the 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: The Corporation maintains an Executive Severance Plan under which Mr. Thornburg and the other named executive officers will become entitled to certain severance benefits on a double trigger basis in the 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 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 transaction; and (ii) align the interests of the Corporation's executive officers with those of the stockholders by enabling the executive officers to consider transactions that are in the best interests of the stockholders and provide opportunities for the creation of substantial stockholder 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 Messrs. Thornburg and Lynch: Pursuant to the terms of his employment agreement, Mr. Thornburg 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 Messrs. Thornburg's and Lynch's potential severance benefits, see the section titled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this Proxy Statement.

Executive Officer Stock Ownership Guidelines

In 2006, the Committee established a policy requiring 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 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 guidelines. 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 31, 2020, all the named executive officers had complied with the policy. The following table shows each named executive officer's stock ownership as of December 31, 2020:


Name	Title	Security Ownership ($)(1)	Security Ownership Guideline ($)(2)
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	4,095,500	1,560,000
Andrew R. Gere	President and Chief Operating Officer of SJWC	1,799,615	475,000
James P. Lynch	Chief Financial Officer and Treasurer	2,037,450	480,000
Suzy Papazian	Senior Vice President and General Counsel	1,469,530	415,000
Andrew F. Walters	Chief Corporate Development Officer and Integration Executive	1,087,010	415,000

(1)This amount is calculated by multiplying (i) the sum of the shares of the Corporation's common stock actually owned and shares underlying RSUs by (ii) $69.36, the closing selling price of the common stock on December 31, 2020.

(2)This amount is equal to two times the base salary in effect for Mr. Thornburg for the 2020 fiscal year and one times the base salary in effect for the other named executive officers for such year.

IRC Section 162(m) Compliance

For 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 for compensation paid to the CEO and the three other highest paid executive officers (other than the chief financial officer) to the extent that such compensation exceeded one million dollars per officer in any one year and did not otherwise qualify as performance-based compensation.

The exemption 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 paid to our covered executive officers in excess of one million dollars will not be deductible unless it qualifies 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) will in fact be fully deductible. The Committee will continue to consider the tax impact of the Corporation's compensation programs but reserves the right to pay compensation that is not tax deductible.

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, 2018, December 31, 2019, and December 31, 2020 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 2020 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2020 fiscal year. No executive officers who would have otherwise been includable in such table on the basis of total compensation for the 2020 fiscal year have been excluded by reason of their termination of employment or change in executive status during that year. The listed individuals are herein referred to as the "named executive officers."


Name and Principal Position (1)	Year	Salary ($)(2)	Bonus ($)(2)(3)	Stock Awards ($)(4)	Non-Equity Incentive Plan Compen-sation ($)(2)(5)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compen- sation ($)(6)	Total ($)
Eric W. Thornburg President, Chief Executive Officer and Chairman of the Board of SJW Group	2020	780,000	—	1,152,286	472,717	791,763	(7)	16,983	3,213,749
	2019	700,000	—	798,174	392,000	700,204	(8)	19,041	2,609,419
	2018	700,000	310,000	760,210	506,625	432,108	(8)	83,294	2,792,237
Andrew R. Gere President and Chief Operating Officer of San Jose Water Company	2020	475,000	—	245,312	134,341	1,300,628	(7)	18,889	2,174,170
	2019	475,000	—	313,207	148,960	1,660,828	(8)	24,735	2,622,730
	2018	461,000	40,000	156,217	166,463	464,208	(8)	23,469	1,311,357
James P. Lynch Chief Financial Officer and Treasurer of SJW Group	2020	480,000	—	342,759	174,542	272,577	(7)	17,258	1,287,136
	2019	467,000	—	329,167	146,720	256,260	(8)	37,657	1,236,804
	2018	441,000	40,000	170,641	159,225	69,386	(8)	23,005	903,257
Suzy Papazian Senior Vice President and General Counsel of SJW Group	2020	415,000	—	245,312	117,371	816,318	(7)	16,329	1,610,330
	2019	399,000	—	288,263	125,440	863,788	(8)	20,202	1,696,693
	2018	380,000	40,000	152,347	137,513	141,313	(8)	18,249	869,422
Andrew F. Walters Chief Corporate Development Officer and Integration Executive of SJW Group	2020	415,000	—	245,312	117,371	138,879	(7)	49,964	966,526
	2019	—	—	—	—	—		—	—
	2018	—	—	—	—	—		—	—

(1)On January 1, 2021, Ms. Papazian was appointed Senior Vice President and General Counsel of the Corporation and San Jose Water Company. During the 2020 fiscal year, Ms. Papazian served as General Counsel and Vice President of the Corporation and San Jose Water Company. Ms. Papazian was not a named executive officer of the Corporation for the 2019 fiscal year. Mr. Walters was not a named executive officer of the Corporation for the 2019 and 2018 fiscal years.

(2)Includes amounts deferred under (i) the San Jose Water Company's Special Deferral Election Plan, a non-qualified deferred compensation plan for officers and other select management personnel, and (ii) the San Jose Water Company's Salary Deferral Plan and the Savings Plan of The Connecticut Water Company, qualified deferred compensation plans under section 401(k) of the Internal Revenue Code. For Mr. Walters, disclosure includes amounts deferred under the Connecticut Water Company 2017 Deferred Compensation Plan, a non-qualified deferred compensation plan for selected management and highly compensated employees.

(3)The amount of the annual cash incentive compensation payable based on attainment of the corporate performance goals is reported in the "Non-Equity Incentive Compensation" column. For 2018, the amount disclosed in the “Bonus” column represents 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 and Lynch and Ms. Papazian for the 2018 fiscal year.

(4)The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the service-based and performance-based restricted stock unit awards made during each reported fiscal year, calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. For service-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 return on equity or earnings per share, the total grant-date fair value is calculated using the probable outcome of the attainment of the 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 performance-based restricted stock unit awards that vest 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. See also Note 2 to the Corporation's consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended March 31, 2020 and in Note 10 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2020 fiscal year. The grant-date fair values of the 2020 performance-based restricted stock unit awards assuming maximum attainment of the performance goals are as follows:


			Grant Date Fair Value at Maximum Attainment ($)
Eric W. Thornburg			1,421,545
Andrew R. Gere			254,372
James P. Lynch			354,954
Suzy Papazian			254,372
Andrew F. Walters			254,372

For further information concerning the service-based and performance-based restricted stock unit awards, see the section below entitled "Grants of Plan-Based Awards."

(5)Represents the portion of the annual cash incentive compensation which is based on the level of attainment of corporate performance goals.

(6)Consists of the following benefits: (i) club memberships for Messrs. Gere and Lynch; (ii) personal use of company vehicle for all the named executive officers; (iii) 401(k) employer matching contributions for all the named executive officers; (iv) spousal travel expenses for Mr. Thornburg; and (v) moving expenses for Mr. Walters.


	For the Year Ended December 31, 2020
	Description	Thornburg		Gere		Lynch		Papazian		Walters
Club Memberships		—		468		480		—		—
Personal Use of Company Vehicle		4,490		7,021		5,378		4,929		265
401(k) Employer Match		11,400		11,400		11,400		11,400		14,699


Spousal Travel Expenses		1,093		—		—		—		—
Moving Expenses		—		—		—		—		35,000
Total		$	16,983	$	18,889	$	17,258	$	16,329	$	49,964

(7)Consists of the change in the actuarial present value of each named executive officer's accrued pension benefits recorded for the 2020 fiscal year and, as applicable, non-qualified deferred compensation plans in accordance with SEC rules. The present value increased for all of the named executive officers above the present value at the close of fiscal year 2019. 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 footnote 8 indicates the actuarial present value of the pension benefits accrued as of the close of the 2020 and 2019 fiscal years, respectively, by each named executive officer. For the 2020 fiscal year calculations, the discount rates applied were 2.38% for the San Jose Water Company Retirement Plan and 2.29% for the San Jose Water Company Executive Supplemental Retirement Plan ("SERP") and Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). For the 2019 fiscal year calculations, the discount rates applied were 3.13% for the Retirement Plan and 3.05% for the SERP and Cash Balance SERP. The mortality rate tables, all published by the Society of Actuaries, used for the 2020 fiscal year are described as follows: for the Retirement Plan, the Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale, and for the 2019 fiscal year the RP-2014 Total Dataset Mortality Table adjusted to 2006 with MP-2019 Mortality Improvement Scale. For the SERP and Cash Balance SERP, for the 2020 fiscal year, the Pri-2012 White Collar Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale, and for the 2019 fiscal year the Pri-2012 White Collar Amount-Weighted Mortality with MP-2019 Mortality Improvement Scale. Messrs. Thornburg's and Lynch's Cash Balance SERP benefit is based on a contribution rate of 39% and 15%, respectively, of their quarterly compensation (as defined in the plan), offset by their accrued benefit under the Retirement Plan.

(8)Consists of the change in the actuarial present value of the named executive officer’s accrued pension benefits recorded for the 2019 and 2018 fiscal years.

The table below indicates the actuarial present value of the pension benefits accrued as of the close of the 2020 and 2019 fiscal years, respectively, by each named executive officer. For further information concerning the pension benefits, see the section entitled "Pension Benefits" which appears later in this Proxy Statement.


Actuarial Present Value of Retirement Benefits	Thornburg		Gere		Lynch		Papazian		Walters
Accrued as of the close of the 2020 fiscal year	1,965,120		6,015,596		1,273,380		2,849,040		496,700
Accrued as of the close of the 2019 fiscal year	1,173,357		4,714,968		1,000,803		2,032,722		407,816
Change in Pension Value	$	791,763	$	1,300,628	$	272,577	$	816,318	$	88,884

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 2020 fiscal year under a compensation plan:


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	—	—	292,500	585,000	877,500	—	—	—		—		—
	1/2/2020	12/31/2019	—	—	—	—	—	—		5,357	(4)	352,973
	1/28/2020	—	—	—	—	2,515	5,030	7,545	(5)	—		354,162
	1/28/2020	—	—	—	—	2,879	5,758	11,516	(6)	—		445,151



Andrew R. Gere	—	—	83,125	166,250	249,375	—	—	—		—		—
	1/2/2020	10/29/2019	—	—	—	—	—	—		1,508	(4)	99,362
	1/28/2020	—	—	—	—	533	1,066	1,599	(5)	—		75,057
	1/28/2020	—	—	—	—	458	917	1,834	(6)	—		70,893



James P. Lynch	—	—	108,000	216,000	324,000	—	—	—		—		.
	1/2/2020	10/29/2019	—	—	—	—	—	—		2,112	(4)	139,160
	1/28/2020	—	—	—	—	742	1,484	2,226	(5)	—		104,488
	1/28/2020	—	—	—	—	641	1,282	2,564	(6)	—		99,111



Suzy Papazian	��	—	72,625	145,250	217,875	—	—	—		—		—
	1/2/2020	10/29/2019	—	—	—	—	—	—		1,508	(4)	99,362
	1/28/2020	—	—	—	—	533	1,066	1,599	(5)	—		75,057
	1/28/2020	—	—	—	—	458	917	1,834	(6)	—		70,893



Andrew F. Walters	—	—	72,625	145,250	217,875	—	—	—		—		—
	1/2/2020	10/29/2019	—	—	—	—	—	—		1,508	(4)	99,362
	1/28/2020	—	—	—	—	533	1,066	1,599	(5)	—		75,057
	1/28/2020	—	—	—	—	458	917	1,834	(6)	—		70,893

(1)Reflects potential payouts under the annual cash incentive compensation program tied to attainment of corporate performance goals; the entire cash incentive compensation for all of the named executive officers was tied to the attainment of these goals. Each potential level of payout based on the corporate performance goals was tied to the attained level of the performance goals for the 2020 fiscal year established by the Executive Compensation Committee. The goals were tied to a SJW Group diluted earnings per share objective, a SJW Group capital additions objective, designated key SJW Group operational goal objectives used to achieve and manage superior performance in the public utilities industry, and strategic objectives. The diluted earnings per share was attained between the threshold and target levels, the capital additions objective was attained at the threshold level, the key operational goals were attained between the threshold and maximum levels (except for two operational goals that were not attained), and the strategic objectives were attained between the threshold and target levels, resulting in an actual cash incentive compensation to Messrs. Thornburg, Gere, Lynch, and Walters, and Ms. Papazian in the dollar amount of $472,717, $134,341, $174,542, and $117,371, respectively, representing 81% of their target cash incentive compensation for 2020. These amounts are reported in the Non-Equity Incentive Compensation column in the Summary Compensation Table.

(2)Reflects grants of restricted stock units under the Corporation's Long-Term Incentive Plan as more fully described in the 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 return on equity ("ROE"), the total grant-date fair value is calculated using the probable outcome of the attainment of the 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 the performance-based restricted stock unit awards that vest based on relative total shareholder return ("TSR") were 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, 2020, Messrs. Thornburg, Gere, Lynch, and Walters, and Ms. Papazian were each awarded service-based restricted stock units covering 5,357, 1,508, 2,112, 1,508, and 1,508 shares of the Corporation's common stock, respectively.

Each restricted stock unit entitles the officer 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 such officer's completion of each year of service with the Corporation over the three-year period measured from the grant date. 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.

(5)On January 28, 2020, Messrs. Thornburg, Gere, Lynch, and Walters, 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 ROE over the period measured from January 1, 2020 to December 31, 2022. The maximum number of shares issuable to an individual under each such performance-based award is 150% of the target number of shares specified for such individual and no shares are issuable if the threshold level of performance is not attained. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested based on actual performance pro-rated based on the number of months of service (rounded up) the officer 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 other than for good cause or resignation for good reason.

(6)On January 28, 2020, Messrs. Thornburg, Gere, Lynch, and Walters, and Ms. Papazian were each granted performed-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 relative TSR performance over the period measured from January 1, 2020 to December 31, 2022. The number of shares issuable under such award will range between 0% to 200% of the target number of shares and will vest based on the level of actual attainment of the specified performance goal. If the officer’s employment terminates prior to the completion of the performance period by reason of death, disability or retirement or if the officer is involuntarily terminated other than for good cause or resigns for good reason, then following completion of the performance period the officer will vest in the number of shares the officer would have vested in based on actual performance pro-rated based on the number of months of service (rounded up) the officer 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, disability or involuntary termination other than for good cause or resignation for good reason.

2020 Incentive Cash Compensation Program

This summary relates to the incentive cash compensation program for our named executive officers.

In January 2020, the Executive Compensation Committee set the cash incentive compensation potential for the named executive officers for the 2020 fiscal year. Seventy percent of the target cash incentive award for the named executive officers was based on performance goals tied to SJW Group diluted earnings per share, capital additions, and several key operational goals measuring the successful operation of the business and 30 percent of the target award was based on strategic objectives.

At threshold level attainment, Mr. Thornburg's cash incentive compensation potential was set at $292,500 (25 percent of base salary); for target level attainment, the cash incentive compensation potential was $585,000 (75 percent of base salary); and at above-target level attainment, the applicable cash incentive compensation potential was $877,500 (113 percent of base salary). The actual cash incentive compensation amount could accordingly vary from 0 percent to 150 percent of the target amount based on the level at which the various performance goals were attained.

The actual cash incentive compensation amount that any other named executive officer could have earned for the 2020 fiscal year ranged from 0 percent to 200 percent of the officer's target amount 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 amount could be earned, weighted 70 percent based on performance goals tied to SJW Group diluted earnings per share, capital additions, and several key operational goals measuring the successful operation of the business and 30 percent based on strategic objectives; and (ii) up to 50 percent of target could be earned for exceptional individual performance.

Further information concerning the cash incentive compensation program established for Mr. Thornburg and the other named executive officers is set forth in the "Compensation Discussion and Analysis" section that appears earlier in this Proxy Statement.

Risk Assessment of Compensation Policies and Practices

The Executive Compensation Committee, with input and assistance from the Human Resources Department, annually 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 2020 fiscal year, in January 2020, the Executive Compensation Committee reviewed a detailed inventory of the Corporation's compensation plans and programs prepared by the Human Resources Department summarizing the principal features of each plan, the potential risk factors (if any) associated with each plan and the mitigation factors designed to address those risks.

Based on that review and the fact that as public utilities the Corporation's wholly owned subsidiaries 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:

•For most of the employee base, compensation is primarily in the form of base salary. Certain employees are also eligible to receive cash incentive compensation tied to both financial and non-financial metrics and individual performance, with a maximum payout potential of up to $62,967 for employees, other than officers of the Corporation or its subsidiaries, for the 2020 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 interests 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 we believe are challenging but attainable without taking excessive risks.

•Under the cash incentive compensation program for officers, we 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 officer to focus exclusively on the specific financial metrics.

•Each of the officers, 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 increases as the price of the common stock appreciates and stockholder value is thereby created. Accordingly, the equity component is structured to encourage long-term growth and appreciation in the value of the Corporation's business and stock price.

•The Corporation uses restricted stock unit awards (service-based and performance-based) rather than stock options because they provide varying levels of compensation as the market price of the Corporation's common stock fluctuates over time (and retain value even if the stock price declines) which should reduce the incentive for excessive risk taking. Currently, there are no outstanding stock options outstanding granted by the Corporation.

•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. The performance-based restricted stock unit awards granted in 2020 are tied to

financial performance measured over three years. 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.

•Pursuant to the terms of Mr. Thornburg's employment agreement, his compensation is subject to recoupment as required under applicable law and regulations. In addition, any shares, cash or other property issued to the other 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 four tax-qualified retirement plans. Two tax-qualified retirement plans are sponsored by San Jose Water Company ("SJWC") and provide benefits for all SJWC employees who meet minimum service requirements. One of the SJWC-sponsored plans is a defined benefit pension plan and the other is a defined contribution 401(k) plan. Employees of SJWTX, Inc. a wholly-owned subsidiary of the Corporation also participate in the SJWC-sponsored 401(k) plan. The defined benefit plan has two benefit formulas, one for employees hired on or after March 31, 2008 and one for employees hired before March 31, 2008.

Two tax-qualified retirement plans are sponsored by The Connecticut Water Company, a wholly-owed subsidiary of the Corporation ("CWC"). One is a defined contribution 401(k) plan and the other is a defined benefit pension plan. The defined contribution 401(k) plan provides benefits for all employees of CWC and MWC who meet minimum service requirements. The defined benefit plan provides benefits to employees of CWC hired prior to January 1, 2009, and employees of The Maine Water Company ("MWC"), formerly Aqua Maine, Inc., including Consumers Maine Water Company or related entities, hired prior to April 1, 2003. Employees of the Biddeford and Saco Water Company ("BSWC"), now employees of MWC, hired and eligible to participate before March 1, 2012, also participate in the CWC defined benefit plan. Different benefit formulas apply under the CWC defined benefit plan for CWC employees, MWC employees and BSWC employees (now MWC employees).

Each of the four plans is designed and operated in accordance with applicable federal laws that impose coverage, vesting, and funding requirements and maximum dollar limitations on the annual retirement benefit that can be accrued under such plan. The respective plan sponsors, SJWC and CWC, regularly monitors the administration, including the funding, of these plans.

•The Corporation also maintains two executive supplemental retirement plans for certain officers and other selected executives of SJWC. These plans supplement the eligible executive’s retirement benefits under the applicable tax-qualified defined benefit plan. Each eligible officer and other selected employees participate in only one of the plans. The benefit formula under each plan generally follows the applicable tax-qualified pension plan benefit formula but without application of compensation limits. Benefits payable under the supplemental retirement plan are offset by the benefits payable under the tax-qualified pension plan. Unlike the qualified retirement plan benefits, participants in these two supplemental retirement plans are general creditors of the Corporation who would lose substantially all of their accrued benefits under the supplemental plans were the Corporation to become insolvent.

In addition, CWC maintains amended and restated supplemental executive retirement agreements for certain executives. Under the amended and restated supplemental executive retirement agreements, an executive that meets the age and any applicable service requirements under such an agreement receive an annual retirement benefit equal to 60 percent of average earnings, as defined under the CWC defined benefit pension plan, but without application of the maximum compensation limits imposed on tax-qualified plans, offset by the benefit payable under the tax-qualified defined benefit plan and in certain instances, prior company pension benefits. The amended and restated supplement executive retirement agreements also provide for an unreduced supplemental retirement plan benefit in the event of a termination prior to attainment of age 62.

•The Corporation has also instituted stock ownership guidelines which require the 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 stockholders 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 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, as in effect in January 2020, 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.

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, 2020:


Name	Stock Awards
	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)
Eric W. Thornburg	1,456	(2)	100,988	4,100	(3)	284,376
	5,357	(4)	371,562	9,916	(5)	687,774
				5,030	(6)	348,881
				2,879	(7)	199,687
				1,268	(10)	87,948


Andrew R. Gere	429	(8)	29,755	1,030	(3)	71,441
	975	(9)	67,626	1,854	(5)	128,593
	1,508	(4)	104,595	1,066	(6)	73,938
				458	(7)	31,767
				276	(10)	19,143



James P. Lynch	468	(8)	32,460	1,081	(3)	74,978
	1,024	(9)	71,025	1,956	(5)	135,668
	2,112	(4)	146,488	1,484	(6)	102,930
				641	(7)	44,460
				301	(10)	20,877



Suzy Papazian	418	(8)	28,992	944	(3)	65,476
	902	(9)	62,563	1,716	(5)	119,022
	1,508	(4)	104,595	1,066	(6)	73,938
				458	(7)	31,767
				269	(10)	18,658



Andrew F. Walters	389	(8)	26,981	944	(3)	65,476
	902	(9)	62,563	1,716	(5)	119,022
	1,508	(4)	104,595	1,066	(6)	73,938
				458	(7)	31,767
				250	(10)	17,340

(1)The reported market value of the shares underlying the unvested units is based on the $69.36 closing selling price of the Corporation's common stock on December 31, 2020, the last trading day in the 2020 fiscal year.

(2)Represents restricted stock units granted on January 2, 2019 and covering 4,367 shares. The underlying shares vest and become issuable in three successive equal annual installments on each of December 31, 2019, December 31, 2020, and December 31, 2021. As of December 31, 2020, one third of the units were unvested.

(3)Represents performance-based restricted stock units granted on January 29, 2019, covering a target number of shares: 4,100 for Mr. Thornburg; 1,030 for Mr. Gere; 1,081 for Mr. Lynch; 944 for Mr. Walters; and 944 for Ms. Papazian. The underlying shares vest based on the ROE over the period measured from January 1, 2019 to December 31, 2021 and continued service through December 31, 2021. The number of shares issuable under such awards will range between 0% to 150% 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 target level.

(4)Represents restricted stock units granted on January 2, 2020, covering: 5,357 for Mr. Thornburg; 1,508 for Mr. Gere; 2,112 for Mr. Lynch; 1,508 for Mr. Walters; and 1,508 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, 2020, all of the units were unvested.

(5)Represents performance-based restricted stock units granted on January 29, 2019, covering a target number of shares: 4,958 for Mr. Thornburg; 927 for Mr. Gere; 978 for Mr. Lynch; 858 for Mr. Walters; and 858 for Ms. Papazian. The underlying shares vest based on the level of achievement of a performance goal based on relative TSR performance over the period measured from January 1, 2019 to December 31, 2021. The number of shares issuable under such awards will range between 0% to 200% 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 maximum level.

(6)Represents performance-based restricted stock units granted on January 28, 2020, covering a target number of shares: 5,030 for Mr. Thornburg; 1,066 for Mr. Gere; 1,484 for Mr. Lynch; 1,066 for Mr. Walters; and 1,066 for Ms. Papazian. The underlying shares vest based on the level of achievement of a performance goal based on ROE over the period measured from January 1, 2020 to December 31, 2022. The number of shares issuable under such awards will range between 0% to 150% 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 target level.

(7)Represents performance-based restricted stock units granted on January 28, 2020, covering a target number of shares: 5,758 for Mr. Thornburg; 917 for Mr. Gere; 1,282 for Mr. Lynch; 917 for Mr. Walters; and 917 for Ms. Papazian. The underlying shares vest based on the level of achievement of a performance goal based on relative TSR performance over the period measured from January 1, 2020 to December 31, 2022. The number of shares issuable under such awards will range between 0% to 200% 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.

(8)Represents restricted stock units granted on January 2, 2018, covering: 1,285 shares for Mr. Gere; 1,403 shares for Mr. Lynch; 1,166 shares for Mr. Walters; and 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, 2020, one third of the units were unvested.

(9)Represents restricted stock units granted on January 2, 2019, covering: 1,462 shares for Mr. Gere; 1,535 shares for Mr. Lynch; 1,352 shares for Mr. Walters; and 1,352 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, 2020, two thirds of the units were unvested.

(10)Represents performance-based restricted stock units granted on January 30, 2018, covering a target number of shares: 2,537 for Mr. Thornburg; 603 for Mr. Lynch; 552 for Mr. Gere; 538 for Ms. Papazian; and 501 for Mr. Walters. The number of shares issuable under such awards will range from 0% to 150% of the target number of shares based on the level of actual attainment of the specified performance goals. The reported market value of the shares underlying those unvested units assumes attainment at threshold.

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, 2020. No option or stock appreciation rights were exercised by the named executive officers during the 2020 fiscal year, and none of such officers held any option or stock appreciation rights as of December 31, 2020.


Name	Stock Awards
	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Eric W. Thornburg	4,851		336,465
	1,182		81,984
	1,456		100,988
	3,171	(2)	200,883
Andrew R. Gere	428		29,802
	487		33,910
	475		33,174
	1,030	(3)	66,981
James P. Lynch	468		32,587
	511		35,581
	457		31,917
	1,081	(3)	70,297
Suzy Papazian	418		29,105
	450		31,334
	384		26,819
	944	(3)	61,388
Andrew F. Walters	389		27,086
	450		31,334
	399		27,866
	944	(3)	61,388

(1)The value realized is determined by multiplying (i) the market price of the Corporation's common stock on the applicable vesting date by (ii) the number of shares which vested on such date.

(2)Represents shares issued to Mr. Thornburg in connection with the vesting of a performance-based restricted stock unit award granted on January 30, 2018, covering 6,342 target shares of the Corporation's common stock (the "2018 TSR Award"). The award vests based on the relative total shareholder return over the period measured from January 1, 2018 to December 31, 2020 (the "TSR Performance Period") and Mr. Thornburg's continued service with the Corporation through the end of such period. The number of shares issuable under the award ranged from 0% to 200% of the target number of shares based on the Corporation’s total shareholder return ranking relative to water utility peer companies. In recognition of Mr. Thornburg’s performance and achievements during the TSR Performance Period, which was not aligned with outcomes under the 2018-2020 performance based equity awards, the Executive Compensation Committee determined, under the rules of the Corporation's Long Term Incentive Plan, to waive the original performance objectives for one half of the target number of shares of 2018 TSR Award, equivalent to a payout at the threshold level.

(3)Represents awards of restricted stock units granted on January 29, 2019 covering 1,030, 1,081, 944, and 944 target shares of the Corporation's common stock, respectively, for Messrs. Gere, Lynch and Walters, and Ms. Papazian, that vested based on an adjusted ROE of 9.63% measured over the two-year period covering the 2019 and 2020 calendar years and continued service through December 31, 2020.

Pension Benefits

The Corporation maintains three defined benefit plans for employees of San Jose Water Company: (i) the San Jose Water Company's Retirement Plan, a tax-qualified pension plan (the "Retirement Plan"); (ii) the Executive Supplemental Retirement Plan, a non-qualified supplemental pension plan (the "SERP"); and (iii) the Cash Balance Executive Supplemental Retirement Plan, a non-qualified pension plan (the "Cash Balance SERP"). Three separate defined benefit plans are maintained for employees of The Connecticut Water Company, a wholly-owned subsidiary of the Corporation ("CWC"): (i) the Connecticut Water Company Employees’ Retirement Plan, a tax-qualified pension plan; (ii) individual supplemental executive retirement agreements with certain executives that provide non-qualified supplemental pension benefits ("CWC SERP Agreements"); and (iii) supplemental retirement benefits provided under individual deferred compensation agreements (“CWC Deferred Compensation Agreements”). None of the named executive officers participate in the Connecticut Water Company Employees' Retirement Plan. Except for Mr. Thornburg, none of the named executive officers have a CWC SERP Agreement or a CWC Deferred Compensation Agreement.

The following table sets forth as of December 31, 2020, 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	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	3	61,177	—
	San Jose Water Company Cash Balance SERP	3	1,903,943	—
	Connecticut Water Company SERP Agreement	12	2,050,236	100,065
	Connecticut Water Company Deferred Compensation Agreement	6	161,273	8,516

Andrew R. Gere	San Jose Water Company Retirement Plan	25	2,052,501	—
	San Jose Water Company SERP	25	3,963,095	—

James P. Lynch	San Jose Water Company Retirement Plan	10	225,007	—
	San Jose Water Company Cash Balance SERP	10	1,048,373	—

Suzy Papazian	San Jose Water Company Retirement Plan	16	940,326	—
	San Jose Water Company SERP	16	1,908,714	—

Andrew F. Walters	San Jose Water Company Retirement Plan	7	135,771	—
	San Jose Water Company Cash Balance SERP	7	360,929	—

(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. As of January 6, 2020, Mr. Walters’s employment with San Jose Water Company ended, and as of January 7, 2020, he became employed by CWC. His service with CWC on and after January 7, 2020 does not count towards additional benefit accruals under the San Jose Water Company Retirement Plan or the San Jose Water Company Cash Balance SERP.

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 under plans that cover employees of San Jose Water Company are as follows: For the 2020 fiscal year calculations, the discount rates applied were 2.38 percent for the Retirement Plan and 2.29 percent for the Executive Supplemental Retirement Plan ("SERP") and Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). For the 2019 fiscal year calculations, the discount rates applied were 3.13 percent for the Retirement Plan and 3.05 percent for the SERP and the Cash Balance SERP. The mortality rate tables, all published by the Society of Actuaries, used for the 2020 fiscal year are described as follows: for the Retirement Plan, the Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale, and for the 2019 fiscal year, the Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2019 Mortality Improvement Scale; for the SERP and the Cash Balance SERP, Pri-2012 White Collar Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale for the 2020 fiscal year, and for the 2019 fiscal year the Pri-2012 White Collar Amount-Weighted Mortality with MP-2019 Mortality Improvement Scale.

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 actuarial assumptions for the San Jose Water Company SERP and Cash Balance SERP, please see Note 9 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2020 fiscal year.

Mr. Thornburg commenced payments under his CWC SERP Agreement and CWC Deferred Compensation Agreement in 2018. The present value of Mr. Thornburg's accumulated benefit under the CWC SERP Agreement and the CWC Deferred Compensation Agreement were calculated using the Pri-2012 White Collar mortality table with MP-2020 projection. In determining the present value of his current benefit under each such agreement for the 2020 fiscal year, the discount rate applied was 2.39 percent. For the 2019 fiscal year present value calculations, the discount rate applied was 3.15 percent.

San Jose Water Company Retirement Plan Benefit

Benefit accruals under the Retirement Plan of San Jose Water Company differ depending on whether an employee first commenced status as an employee with San Jose Water Company: (i) before March 31, 2008 or (ii) on or after March 31, 2008. Mr. Gere and Ms. Papazian commenced service before March 31, 2008. Messrs. Thornburg, Lynch, and Walters commenced service after March 31, 2008.

Mr. Walters was an employee of San Jose Water Company until January 6, 2020. Effective January 7, 2020, Mr. Walters became an employee of CWC. As a result of such transition, Mr. Walters no longer accrued benefits under the Cash Balance SERP, although he remained an executive officer of the Corporation.

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 or her 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. 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 named executive officers with less than 30 years of service, the special benefit described in the preceding sentence will be reduced one-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 (the "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 and a half years; 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, 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 accrued by San Jose Water Company employees who first commence service on or after March 31, 2008, including Messrs. Thornburg, Lynch, and Walters are determined under the cash balance portion of the Retirement Plan 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 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.

Mr. Gere and Ms. Papazian are not currently eligible to receive early retirement benefits. Messrs. Thornburg, Lynch and Walters joined the Corporation after March 30, 2008, participate in the cash balance portion of the Retirement Plan, and are eligible to receive early retirement benefits upon

termination of employment, provided that they are vested. Participants who are credited with an hour of service on or after March 31, 2008, will become fully vested following the earlier of three years of service or age 65. As of December 31, 2020, all the named executive officers employed by San Jose Water Company are vested under the Retirement Plan. Mr. Walters became an employee of CWC on January 7, 2020, but is vested under the cash balance portion of the Retirement Plan as of December, 31, 2020.

San Jose Water Company SERP Benefit

The SERP provides participants with a monthly pension benefit that supplements the pension they earn under the Retirement Plan of San Jose Water Company. Each officer of the Corporation employed by San Jose Water Company 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 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 employed by San Jose Water Company other than Messrs. Thornburg and Lynch 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 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 incentive 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 in 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 benefit for Mr. 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. 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, 2020, each of the named executive officers who participates in the SERP is vested in his or her SERP benefit.

San Jose Water Company Cash Balance SERP Benefit

The Cash Balance SERP is a supplemental retirement benefit plan for executive officers and other key management personnel employed by San Jose Water Company 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. Thornburg and Lynch, 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

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 January 31, 2014 to provide Mr. Walters with full vesting of his accrued benefit under the plan upon completion of three years of service. As a result of Mr. Walters' transition to being an employee of CWC, effective January 7, 2020, he no longer accrued benefits under the Cash Balance SERP.

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, 2020, each of the named executive officers who participates in the Cash Balance SERP, except for Mr. Thornburg, is vested in the Cash Balance SERP benefit.

CWC SERP Agreement

Prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg accrued a benefit under a CWC SERP Agreement. The CWC SERP Agreement provides a benefit intended to supplement the executive’s retirement income by providing retirement benefits in excess of the pension benefit under the Connecticut Water Company Employees Retirement Plan Retirement Plan (the "CWC Retirement Plan"). The CWC SERP Agreement provides a supplemental retirement benefit payable equal to approximately 60 percent of Mr. Thornburg’s CWC average earnings, as defined under the CWC Retirement Plan, but without the compensation limit under the Code, offset by the benefit paid or payable to him under the CWC Retirement Plan. Mr. Thornburg took a complete distribution of his benefit payable under the CWC Retirement Plan in 2018. Consistent with the terms of the CWC SERP, Mr. Thornburg commenced receiving his CWC SERP Agreement benefit in May, 2018.

CWC Deferred Compensation Agreement

As noted above, prior to joining the Corporation on November 6, 2017, Mr. Thornburg served as President and Chief Executive Officer of CTWS. In connection with this service, Mr. Thornburg accrued a benefit under a CWC Deferred Compensation Agreement. Such agreement provides a lifetime benefit intended to supplement the executive’s retirement income. Under the CWC Deferred Compensation Agreement, Mr. Thornburg deferred amounts from his compensation beginning January 1, 2012 until his termination of employment with CTWS on October 15, 2017. During his employment with CTWS, these elective deferral contributions were credited with earnings each January 1st and July 1st in an amount equal to 50 percent of the product of: (i) a recent AAA Corporate Bond Yield Average published by Moody's, plus four percentage points; and (ii) the participant’s existing deferred compensation account balance. In determining the benefit payable, earnings were credited using the applicable rate through an assumed attainment of age 80. Consistent with the terms of the CWC Deferred Compensation Agreement, Mr. Thornburg commenced receiving an annual payment under the CWC Deferred Compensation Agreement in May, 2018.

Non-Qualified Deferred Compensation

None of the named executive officers, other than Mr. Thornburg and Mr. Walters, have deferred any compensation arrangement or have any deferred shares with respect to the 2020 fiscal year or any prior year. Mr. Walters was an employee of San Jose Water Company until January 6, 2020. Effective January 7, 2020, Mr. Walters became an employee of CWC. As a result of such transition, Mr. Walters ceased to accrue benefits under the San Jose Water Company Cash Balance SERP. To ensure Mr. Walters would be eligible for retirement benefits comparable to those under the San Jose Water Company Cash Balance SERP, on the recommendation of Mercer, the Executive Compensation Committee and board of directors of Connecticut Water Service, Inc. approved the participation of Mr. Walters as a participant in the 2017 Connecticut Water Company Deferred Compensation Plan ("CWC Deferred Compensation Plan"). Upon such approval, Mr. Walters was made eligible for discretionary non-elective contributions under the CWC Deferred Compensation Plan, a non-qualified plan.

The following table shows the deferred compensation activity for Mr. Walters during the 2020 fiscal year attributable to his participation in the 2017 Connecticut Water Deferred Compensation Plan.


Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)(1)	Aggregate Earnings in Last FY ($)(2)	Aggregate Withdrawals/ Distribution ($)	Aggregate Balance at Last FYE ($)
Andrew F. Walters	—	49,800	195	—	49,995

(1)Represents contributions made to the deferral plan in the 2020 fiscal year pursuant to Mr. Walters employment with CWC.

(2)Includes the amount of interest that was accrued for the 2020 fiscal year on the named executive officer's outstanding balance under the deferral plan.

San Jose Water Company Special Deferral Election Plan

The San Jose Water Company Special Deferral Election Plan (the "Deferral Plan") allows certain key employees, including each of the named executive officers employed by San Jose Water Company, 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 annual 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 and President, Eric W. Thornburg ("CEO").

For fiscal year ended December 31, 2020, our last completed fiscal year:

•The median of the annual total compensation of all employees of the Corporation (other than our CEO) was $93,790; and

•The annual total compensation of our CEO, as reported in the Summary Compensation Table included earlier in this Proxy Statement, was $3,213,749.

Based on this information, the ratio of the annual total compensation of our CEO, to the median of the annual total compensation of all employees for 2020 was 34 to 1.

We took the following steps to identify the median employee in 2017:

•We determined that, as of November 30, 2020, our employee population consisted of approximately 742 individuals, not including the CEO, 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, 2020, which is within the last three months of 2020, 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 2020. We excluded equity awards and bonus payments from our compensation measure because we did not widely distribute such awards and bonus payments 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 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $93,790.

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 agreement was amended on December 31, 2019, and the material terms of such agreement as amended are summarized below:

•Mr. Thornburg's annual base salary for the 2017 and 2018 calendar years was established at $700,000.

•Pursuant to the December 31, 2019 amendment to his employment agreement, Mr. Thornburg's target annual incentive cash compensation shall be no less than 75 percent of his base salary starting with the 2020 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 restricted stock unit awards granted in January 2018, covering an aggregate of 12,424 shares; and

◦A special grant of restricted stock units on November 6, 2017 covering 14,552 shares that are fully vested as of December 31, 2020. This special grant was 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 $480,000 for the 2020 calendar year.

Executive Severance Plan: Officers of the Corporation or its subsidiaries (other than officers who are CTWS employees or employees of any of CTWS' subsidiaries, unless specifically designated for participation by the Committee) who are serving in such capacity at the time of a change in control ("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 CIC but before such agreement is terminated or prior to the expiration of a 24-month period following the effective date of the 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 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 annual cash incentive compensation (as in effect for the fiscal year of such cessation of employee status or, if higher, immediately before the CIC), (ii) for Mr. Thornburg, also an amount equal to the 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, (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, (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 (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 CIC 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.

For purposes of the various payments and benefits which may be triggered under the Executive Severance Plan in connection with a CIC, the following transactions will be deemed to constitute a CIC 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 at the end of the performance period or 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 table below indicates the potential payments that each named executive officer would receive upon a qualifying termination following a CIC, based upon the following assumptions:

i.There is a qualifying termination of employment on December 31, 2020; and

ii.The CIC is assumed to have occurred on December 31, 2020, and at a price per share payable to the holders of the Corporation's common stock in an amount equal to $69.36 per share, the closing selling price of such common stock on December 31, 2020, the last trading day in the 2020 fiscal year.


Name	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 ($)(4)	Total ($)
Eric W. Thornburg (5)	1,837,717	1,903,943		50,583	1,849,069	—	5,641,312
Andrew R. Gere	1,923,750	519,080		82,081	475,254	1,682,583	4,682,748
James P. Lynch	2,088,000	—	(6)	72,920	584,635	1,354,055	4,099,610
Suzy Papazian	1,680,750	546,692		53,432	458,678	1,551,568	4,291,120
Andrew F. Walters	1,680,750	—	(6)	81,058	456,667	1,129,502	3,347,977

(1)Represents Mr. Thornburg's annual salary of $780,000, plus his target annual cash incentive compensation of $585,000, plus his annual cash incentive for the 2020 fiscal year based on actual performance of $472,717; represents three times Mr. Gere's annual salary of $475,000 plus three times his target annual cash incentive compensation of $166,250; represents three times Mr. Lynch's annual salary of $480,000 plus three times his target annual cash incentive compensation of $216,000; represents three times Mr. Walters' annual salary of $415,000 plus three times his target annual cash incentive compensation of $145,250, and represents three times Ms. Papazian's annual salary of $415,000 plus three times her target annual cash incentive compensation of $145,250.

(2)The actuarial and economic assumptions used above to value the pension plan benefits under plans that cover employees of San Jose Water Company are as follows: For the 2020 fiscal year calculations, the discount rates applied were 2.38% for the Retirement Plan and 2.29% for the Executive Supplemental Retirement Plan ("SERP") and Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). For the 2019 fiscal year

calculations the discount rates applied were 3.13% for the Retirement Plan and 3.05% for the SERP and Cash Balance SERP. The mortality rate tables, all published by the Society of Actuaries, used for the 2020 fiscal year are described as follows: for the Retirement Plan, the Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale, and for the 2019 fiscal year the Pri-2012 Total Dataset Amount-Weighted Mortality with MP-2019 Mortality Improvement Scale. For the SERP and Cash Balance SERP, Pri-2012 White Collar Amount-Weighted Mortality with MP-2020 Mortality Improvement Scale for the 2020 fiscal year, and for the 2019 fiscal year the Pri-2012 White Collar Amount-Weighted Mortality with MP-2019 Mortality Improvement Scale. 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 $69.36 closing selling price per share of the Corporation's common stock on December 31, 2020, the last trading day in the 2020 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 2015 through 2019, (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, 2020 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 benefit on a net after-tax basis if paid the full amount owed. This determination is based on calculations using (i) W-2 wages for the five-year period 2015 through 2019, (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, 2020 CIC/separation from service date.

(6)There would be no enhancement to Mr. Lynch’s or Mr. Walters' 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 CIC event or the termination of his employment in connection therewith.

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, 2020, Mr. Thornburg would be entitled to a payment equal to the sum of his annual base salary of $780,000 for the 2020 fiscal year plus his target annual cash compensation of $585,000, in addition to his annual cash incentive of $472,717 for the 2020 fiscal year based on actual performance, which equals $1,837,717. In the event of a qualifying termination on December 31, 2020, Mr. Lynch would be entitled to a payment of his annual base salary for the 2020 fiscal year of $480,000.

As described above, the unvested service-based restricted stock units vest in full on a termination by reason of death or permanent disability and the performance-based awards 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 during the performance period. The payout value for each named executive officer's service-based awards and performance-based awards, assuming a qualifying termination on December 31, 2020, other than in connection with a CIC, and assuming that actual performance under the performance-based awards was at target level, are $1,140,810 for Mr. Thornburg, $338,315 for Mr. Gere, $409,131 for Mr. Lynch; $323,310 for Mr. Walters, and $328,875 for Ms. Papazian. All reported dollar values are based on the $69.36 closing selling price per share of the Corporation's common stock on December 31, 2020, the last trading day in the 2020 fiscal year.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2020, with respect to the shares of the Corporation's common stock that may be issued under the Corporation's existing equity compensation plans:


	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)
Equity Compensation Plans Approved by Stockholders (1)	178,106	(2)	$	—	(3)	962,212	(4)(5)
Equity Compensation Plans Not Approved by Stockholders (6)	N/A		N/A			—
Total	178,106	(2)	$	—	(3)	962,212	(4)(5)

(1)Consists of the Corporation's Long-Term Incentive Plan and 2014 Employee Stock Purchase Plan.

(2)Includes 178,106 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 restricted stock unit that vests following the applicable performance-vesting or service-vesting requirements. Excludes outstanding purchase rights under the 2014 Employee Stock Purchase Plan. Excludes restricted stock units and deferred stock unit awards assumed by SJW in connection with the merger with CTWS. As of December 31, 2020, a total of 57,049 shares of common stock were issuable under such assumed awards of which 4,622 shares were subject to unvested restricted stock units and 52,427 shares were subject to vested restricted stock units that will be issued in accordance with the participant’s deferral election. No additional awards may be granted under those assumed arrangements.

(3)Calculated without taking into account the 178,106 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.

(4)Consists of 741,399 shares of common stock available for issuance under the Long-Term Incentive Plan and 220,813 shares of common stock available for issuance under the 2014 Employee Stock Purchase Plan.

(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 2020 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 2020 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 of its executive officers serving as a member of the Corporation's Board or Executive Compensation Committee. Messrs. Bishop, Landis, and More and Mses. Hunt and Armstrong served on the Executive Compensation Committee during the 2020 fiscal year. None of the Executive Compensation Committee members had a relationship requiring disclosure under Item 404 of Regulation S-K.

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 year ended December 31, 2020, the Audit Committee (1) reviewed and discussed the audited consolidated financial statements of SJW Group and subsidiaries with management and the independent accountants, (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. 1301 Communications with Audit Committees, and (3) received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding an independent registered public accounting firm's communications with the Audit Committee concerning independence and non-audit services, 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 of SJW Group and subsidiaries be included in the SJW Group Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the Securities and Exchange Commission.

Audit Committee

Daniel B. More, Committee Chair

Mary Ann Hanley

Gregory P. Landis

Debra C. Man

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

Gregory P. Landis, Committee Chair

Katharine Armstrong

Heather Hunt

Daniel B. More

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2020, 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 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 stockholders and whether the relationship should be continued or eliminated. In addition, SJW Group 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, the Audit Committee may do so at a special telephonic committee meeting or by written consent (including by email).

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at next year's annual meeting of stockholders must comply with all applicable SEC rules and regulations, including Rule 14a-8 of the Securities Exchange Act, as amended, and be received by the Corporation by November 16, 2021 for inclusion in the Corporation's proxy materials relating to that meeting. In addition, for a stockholder proposal to be properly brought before next year's annual meeting by a stockholder (and not pursuant to the SEC Rule 14a-8 for inclusion in the proxy materials), the stockholder must comply with the advance notice and other provisions in our Bylaws. In general, for a stockholder 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 the close of business on the 90th day nor earlier than the 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 2022 annual meeting of stockholders will confer discretionary authority to vote on any stockholder proposal presented at the meeting for which the Corporation did not have notice on or prior to January 28, 2022.

FORM 10-K

SJW GROUP WILL MAIL, WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF SJW GROUP'S FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS, AND ANY PARTICULAR EXHIBIT SPECIFICALLY REQUESTED. REQUESTS SHOULD BE SENT TO: SJW 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.SJWGROUP.COM.

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented for stockholder 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

Willie Brown

Corporate Secretary and Assistant General Counsel

San Jose, California

March 9, 2021

SJW GROUP

ANNUAL MEETING OF STOCKHOLDERS

April 28, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned revokes all previous proxies, acknowledges receipt of the notice of the virtual Annual Meeting of Stockholders to be held on April 28, 2021, and the accompanying Proxy Statement, and appoints Eric W. Thornburg 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 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 virtual Annual Meeting of Stockholders of SJW Group to be held on April 28, 2021 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 "FOR" EACH OF THE TEN NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND "FOR" PROPOSALS 2 AND 3. 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 #:

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 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.

DURING THE MEETING - Go to www.virtualshareholdermeeting.com/SJW2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 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 FOLLOWS: x


NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Form of Proxy and the Annual Report for the year ended on December 31, 2020, are available at https://www.proxydocs.com/SJW

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

SJW Group

The Board of Directors recommends you vote FOR each of the following director nominees:

1. ELECTION OF DIRECTORS

Nominees:

For

Against

Abstain

1a.

K. Armstrong

1b.

W. J. Bishop

1c.

C. Guardino

1d.

M. Hanley

1e.

H. Hunt

1f.

G. P. Landis

1g.

D. C. Man

1h.

D. B. More

1i.

E. W. Thornburg

1j.

C. P. Wallace

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

2. To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the accompanying proxy statement.

For

Against

Abstain

3. Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2021.

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

SJW (SJW) DEF 14ADefinitive proxy